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HomeMy Public PortalAbout08 August 27, 2012 Western Riverside County Programs and Projects CommitteeRIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE MEETING AGENDA TIME: 1:30 p.m. DATE: Monday, August 27, 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 ke STAFF Anne Mayer, Executive Director John Standiford, Deputy Executive Director o 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 TRANSPORTA TION 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, August 27, 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 least 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 yield 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 August 27, 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 - JUNE 25, 2012 6. 7. 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.) CITY OF SAN JACINTO TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM - PROGRAMMING REQUEST Page 1 Overview This item is for the Committee to: 1) Approve Agreement No. 13-72-023-00 with the city of San Jacinto to program $4.5 million of 2009 Measure A Western County Measure A Regional Arterial (MARA) funds and $1 million of Transportation Uniform Mitigation Fee (TUMF) funds for the city of San Jacinto Ramona Expressway improvement project, Sanderson Avenue to Eagle Road construction phase; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Approve budget adjustments to increase TUMF expenditures by $2 million, TUMF transfers in by $1 million, and MARA transfers out by $1 million; and 4) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee August 27, 2012 Page 3 8. PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT — APPROVAL OF PREQUALIFICATION CRITERIA FOR GENERAL AND SPECIALTY CONTRACTS Page 3 Overview This item is for the Committee to: 1) Approve the Perris Valley Line (PVL) commuter rail extension project prequalification criteria; 2 Adopt Resolution No. 12-015, "Resolution Of The Riverside County Transportation Commission Approving Pre -Qualification Criteria For The Perris Valley Line Commuter Rail Extension Project"; and 3) Forward to the Commission for final action. 9. AGREEMENT WITH BECHTEL INFRASTRUCTURE CORPORATION FOR PROGRAM MANAGEMENT SERVICES FOR PERRIS VALLEY LINE PROJECT Page 326 Overvie w This item is for the Committee to: 1) Award Agreement No. 12-33-103-00 with Bechtel Infrastructure Corporation (Bechtel) for program management services for the Perris Valley Line (PVL) commuter rail extension project in the amount of $2,327,146, plus a contingency of $172,854, for a total amount not to exceed $2.5 million; 2) Authorize the Chair or Executive Director, 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. 10. AGREEMENT FOR LEGAL SERVICES FOR THE PERRIS VALLEY LINE PROJECT Page 380 Overview This item is for the Committee to: 1) Award Agreement No. 12-33-115-00 with Best Best & Krieger LLP (BB&K) for legal services on the Perris Valley Line Commuter Rail Extension Project (PVL) for a five-year term, and two one-year options to extend the agreement, in an amount not to exceed $475,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee August 27, 2012 Page 4 11. AGREEMENT WITH PERRIS ELEMENTARY SCHOOL DISTRICT FOR ALLOCATION OF FUNDS FOR THE DISTRICT'S DESIGN AND CONSTRUCTION OF A WALL Page 421 Overvie w This item is for the Committee to: 1) Approve Agreement No. 12-33-066-00 with Perris Elementary School District (PESD) to: a) Reimburse the PESD's design and construction of a wall in the amount of $650,000, plus a contingency amount of $100,000, for a total amount not to exceed $750,000; and b) Grant a license to PESD for the licensed property and the PESD's maintenance and use of the property; 2 Authorize the Executive Director to approve use of the contingency amount as may be required for the project; 3) Authorize the Chair or the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Forward to the Commission for final action. 12. STATUS OF THE CONSTRUCTION BID OPENING OF THE INTERSTATE 215 CENTRAL WIDENING PROJECT FROM SCOTT ROAD TO NUEVO ROAD, IN THE CITY OF PERRIS Page 441 Overview This item is for the Committee to receive an update on the bid opening for the construction of the Interstate 215 Central widening project from Scott Road to Nuevo Road, in the city of Perris. Western Riverside County Programs and Projects Committee August 27, 2012 Page 5 13. LIST OF PRE -QUALIFIED FIRMS AND AGREEMENTS FOR ON -CALL STATION REPAIR AND MAINTENANCE SERVICES Overview This item is for the Committee to: Page 443 1) Award the following agreements to provide on -call station repair and maintenance services for a three-year term, and two one-year options to extend the agreements, in an amount not to exceed an aggregate value of $1,250,000: a) Agreement No. 12-24-085-00 with ProCell, Inc; and b) Agreement No. 12-24-116-00 with Braughton Construction, Inc; 2 Authorize the Executive Director, or her designee, to execute task orders awarded to the contractors under the terms of the agreements; 3) Authorize the Chair, or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 4) Forward to the Commission for final action. 14. AMENDMENT TO AGREEMENT WITH IVS SYSTEMS, INC. Overview This item is for the Committee to: Page 474 1) Approve Agreement No. 10-24-111-01, Amendment No. 1 to Agreement No. 10-24-111-00, with IVS Systems, Inc. (IVS) to provide quarterly professional inspection and maintenance services and on -call repair, consultation, and design services for the closed circuit television (CCTV) commuter rail station security systems required by the Commission: a) for a total contract amount not to exceed $600,000; and b) cancelling the three one-year options to extend the agreement; 2 Authorize the Chair or Executive Director, 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 August 27, 2012 Page 6 15. COOPERATIVE AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION FOR THE REIMBURSEMENT OF CONSTRUCTION FREEWAY SERVICE PATROL COSTS Page 476 Overvie w This item is for the Committee to: 1) Approve Agreement No. 12-45-074-01, Amendment No. 1 to Agreement 12-45-074-00, with the State of California Department of Transportation (Caltrans) for Freeway Service Patrol (FSP) in various construction areas in Riverside County for a revised amount of $2.5 million; 2 Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Forward to the Commission for final action. 16. CITY OF JURUPA VALLEY/COUNTY OF RIVERSIDE — CLAY STREET GRADE CROSSING Overvie w This item is for the Committee to: Page 480 1) Reallocate $1,171,490 in Local Transportation Fund (LTF) funding from the Jurupa Road railroad grade separation project (Jurupa Road Project) to the Clay Street railroad grade separation project (Clay Street Project); 2 Allocate $5,328,510 in Congestion Mitigation Air Quality funds (CMAQ) to the city of Jurupa Valley (Jurupa Valley) for the Clay Street Project; 3) Approve Agreement No. 08-33-013-02, Amendment No. 2 to Agreement No. 08-33-013-00 with the county of Riverside (County) for the deletion of the Jurupa Road Project from the jump start project list and the replacement of it with the Clay Street Project; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 5) Approve a budget adjustment to increase general fund expenditures and transfers in and LTF transfers out each in the amount of $471,490; and 6) Forward to the Commission for final action. Western Riverside County Programs and Projects Committee August 27, 2012 Page 7 17. 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. 18. 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, September 24, 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, June 25, 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 1:32 p.m., in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Andrew Kotyuk led the Western Riverside County Programs and Projects Committee in a flag salute. 3. ROLL CALL Members/Alternates Present Members Absent Marion Ashley Ben Benoit Daryl Busch Marcelo Co Berwin Hanna Frank Johnston Andrew Kotyuk Darcy Kuenzi Adam Rush Karen Spiegel Bob Botts Bob Buster 4. PUBLIC COMMENTS There were no requests to speak from the public. 5. APPROVAL OF MINUTES — MAY 21, 2012 M/S/C (Kuenzi/Johnston) to approve the minutes as submitted. RCTC WRC Programs and Projects Committee Minutes June 25, 2012 Page 2 6. ADDITIONS/REVISIONS There were no additions or revisions to the agenda. 7. AGREEMENT WITH NINYO & MOORE TO MANAGE AND IMPLEMENT PROPERTY REMEDIATION Cathy Bechtel, Project Development Director, presented an overview of the scope of the agreement with Ninyo & Moore to manage and implement property remediation for the Liston Aluminum Brick Company property. At Chair Rush's request for clarification, Cathy Bechtel explained the need to perform the remediation, the qualifications of the firm, and the funding source. M/S/C (Kuenzi/Johnston) 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. 8. AGREEMENT WITH RBF/BAKER CONSULTING FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE CONSTRUCTION OF THE STATE ROUTE 74 CURVE WIDENING PROJECT Patti Castillo, Capital Projects Manager, presented an overview of the scope of the agreement with RBF/Baker Consulting for construction management services for the construction of the State Route 74 curve widening project. M/S/C (Kotyuk/Hanna) 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; RCTC WRC Programs and Projects Committee Minutes June 25, 2012 Page 3 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. Abstain: Ashley 9. FISCAL YEAR 2012/13 AGREEMENTS FOR REGIONAL RIDESHARE SERVICES Brian Cunanan, Commuter and Motorist Assistance Manager, presented an overview of the scope of the FY 2012/13 agreements for regional rideshare services. M/S/C (Hanna/Johnston) 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 (1E511) 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. RCTC WRC Programs and Projects Committee Minutes June 25, 2012 Page 4 10. AMENDMENT TO THE AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL TO FUND ADDITIONAL CHP SERVICES Brian Cunanan presented an overview of the scope of the amendment to the agreement with CHP to fund additional CHP services. In response to Chair Rush's question regarding additional beats, Brian Cunanan responded that a consultant is doing an analysis of whether or not the Commission should expand or add beats. M/S/C (Busch/Benoit) 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. 11. COMMISSIONERS / STAFF REPORT 11A. Anne Mayer announced: • The 1-215 Central widening project was advertised last week. Bids open on August 14; and • The CTC is meeting in San Bernardino County. One of the items on its agenda is the 1-215 Bi-County project. SANBAG is the lead on this project. The Commission will contribute funding as a portion of the project will be in Riverside County. This project will be advertised for construction shortly. RCTC WRC Programs and Projects Committee Minutes June 25, 2012 Page 5 12. 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 1:53 p.m. The next meeting of the Western Riverside County Programs and Projects Committee is scheduled for July 23, 2012, at 1:30 p.m. Respectfully submitted, Jennifer Harmon Clerk of the Board AGENDA ITEM 7 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Program and Projects Committee FROM: Shirley Medina, Programming and Planning Manager THROUGH: Cathy Bechtel, Project Development Director SUBJECT: City of San Jacinto Transportation Uniform Mitigation Regional Arterial Program — Programming Request Fee STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 13-72-023-00 with the city of San Jacinto to program $4.5 million of 2009 Measure A Western County Measure A Regional Arterial (MARA) funds and $1 million of Transportation Uniform Mitigation Fee (TUMF) funds for the city of San Jacinto Ramona Expressway improvement project, Sanderson Avenue to Eagle Road construction phase; 2) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Approve budget adjustments to increase TUMF expenditures by $2 million, TUMF transfers in by $1 million, and MARA transfers out by $1 million; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: At its March 2012 meeting, the Commission approved a request from the city of San Jacinto to remove the Ramona Expressway extension project, Seventh Street to Cedar Street, and replace it with an adjacent segment from Sanderson Avenue to Eagle Road. The city submitted a request for construction funding in the amount of $5.5 million. This request also assumes that there is a carryover balance of $1 million in TUMF Regional Arterial funds from the environmental phase of the Seventh Street to Cedar Street segment that may be reprogrammed to the Sanderson Avenue to Eagle Road segment. This request is consistent with the recommendation of the ad hoc committee that staff met with to review the TUMF Regional Arterial programming requests to direct all programming requests to construction activities as a means of generating jobs due to the economic downturn. However, due to the reduction in TUMF collections, the TUMF Regional Arterial program balance is nearly at zero. Staff Agenda Item 7 1 reviewed other funding options such as federal funds. Given that the environmental document was done under the California Environmental Quality Act, the project does not qualify for federal funds. Staff is recommending the programming of $4.5 million of MARA funds and reprogramming of the $1 million of TUMF Regional Arterial funds for the construction of the Ramona Expressway improvements from Sanderson Avenue to Eagle Road in place of additional TUMF Regional Arterial funds, as this project is eligible under the 2009 Measure A ordinance to receive MARA funds. The current MARA fund balance is approximately $14 million. MARA funds will allow the project to move to construction without delay. Financial Information In Fiscal Year Budget: No N/A Year: FY 2012/13 FY 2013/14+ Amount: $2,000,000 $3,500,000 2009 Measure A Western County Yes Source of Funds: Measure TUMF A Regional Regional Arterial Arterial and Budget Adjustment: N/A GL/Project 005132 665132 81301 97001 210 266 72 81301 72 97001 $2,000,000 $1,000,000 (TUMF construction) (MARA transfer out) Accounting No.: 005132 59001 210 72 59001 $1,000,000 (TUMF transfer in) Fiscal Procedures Date: 08/15/2012 Approved: Agenda Item 7 2 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Edda Rosso, Capital Projects Manager Richard Bryan, Bechtel Rail Projects Manager Nisa Hester, Bechtel Project Coordinator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: • Perris Valley Line Commuter Rail Extension Project — Approval of Prequalification Criteria for General and Specialty Contracts STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve the Perris Valley Line (PVL) commuter rail extension project prequalification criteria; 2) Adopt Resolution No. 12-015, "Resolution Of The Riverside County Transportation Commission Approving Pre -Qualification Criteria For The Perris Valley Line Commuter Rail Extension Project"; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: Project Status Final design for the PVL project is underway and nearing completion. The Commission certified the California Environmental Quality Act Environmental Impact Report for the PVL project on July 25, 2011. The National Environmental Protection Act Final Supplemental Environmental Assessment was approved and a finding of no significant impact was issued on May 24, 2012. Award of the construction contract is contingent on the Federal Transit Administration's (FTA) approval of the project construction grant agreement (PCGA). Background Construction Contractor Prequalification Criteria To ensure bids from qualified contractors, a team was assembled to develop objective criteria to prequalify contractors and subcontractors for construction of the PVL project. The team was comprised of Commission staff; Best Best & Agenda Item 8 3 Krieger LLP (general counsel); HDR, Inc. (construction management); STV Inc. (design); Bechtel; Burlington Northern Santa Fe; and Southern California Regional Rail Authority. The prequalification criteria, as presented in Attachments 2-4, for the general contractor and two specialty subcontractors was based on, but not limited to, the following: financial capacity, insurability, ability to implement a safety program, and relevant project experience. Per California Public Contract Code 20101, the Commission is required to adopt the prequalification criteria. On July 23, 2012, an invitation for statements of qualification (SOQ) for the PVL project was placed on the Commission's website, notifications were mailed to 46 companies, and newspaper announcements were published in the Press Enterprise for the following classifications: — General contractor; — Subcontractor with experience in track work under active freight operations; and — Subcontractor with experience in train controls, signals and communication, and grade crossing warning systems. Upon the Commission's adoption of the criteria, the SOQs will be reviewed for prequalification. On September 27, contractors that have been prequalified will be notified, and their names and contact information will be posted onto the Commission's webpage. Advertisement for the invitation for bids will follow completion of final design. Following the Commission's approval of the construction contract, scheduled for December 2012, and upon FTA's approval of the PCGA, a notice to proceed will be issued to the successful contractor. Construction is anticipated to begin in late 2012 or early 2013 and be completed in late 2014. The recommended action to approve the prequalification criteria does not constitute approval of the actual construction. Attachments: 1) Resolution No. 12-015) 2) RFQ No. 12-33-024-00 for Construction 3) RFQ No. 12-33-025-00 for Specialty Subcontractors (Systems Work) 4) RFQ No. 12-33-026-00 for Specialty Subcontractors (Track Work) Agenda Item 8 4 RESOLUTION NO. 12-015 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION APPROVING PRE -QUALIFICATION CRITERIA FOR THE PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT WHEREAS, California Public Contract Code ("PCC") Section 20101 permits public entities to pre -qualify contractors who wish to bid on public works contracts; and WHEREAS, it is in the public interest for the Riverside County Transportation Commission ("Commission") to adopt policies and procedures that will help ensure that the Perris Valley Line Commuter Rail Extension Project (the "Project") is constructed by reputable and qualified contractors at the best possible price; and WHEREAS, it is in the public interest for the Commission to implement a program for pre -qualifying general contractors and selected specialty subcontractors ("Contractors") seeking to bid or participate in the Project; and WHEREAS, the Commission desires to adopt a uniform system of rating bidders and an appeals procedure that will allow Contractors to dispute their qualification ratings pursuant to PCC Section 20101; and WHEREAS, the Commission intends to establish pre -qualification policies, a uniform system of rating bidders and the method by which decisions regarding Contractor's qualifications may be appealed ("Pre -qualification Criteria") through adoption of: (1) Request for Qualifications (RFQ) No. 12-33-024-00 (General Contractors); (ii) Request for Qualifications No. 12-33-025-00 (Subcontractors — Train Control, Signal & Communications and Grade Crossing Warning Systems); and (iii) Request for Qualifications No. 12-33-026-00 (Subcontractors — Track Work Under Active Freight Operations) (collectively referred to as the "Pre -qualification Packages"); and WHEREAS, the procedures adopted in the Pre -qualification Packages are intended to facilitate construction of the Project. Nothing herein however, is intended or should be interpreted, to compromise the Commission's firm commitment to identifying responsible bidders for the Project. NOW, THEREFORE, BE IT RESOLVED that the Riverside County Transportation Commission, hereby adopts, in substantial form, the Pre - qualification Criteria included in the Pre -qualification Packages attached hereto as Attachment 1, 2, and 3 and incorporated herein by reference. 5 BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its adoption. RESOLUTION NO. 12-015 PASSED AND ADOPTED this day of , 2012. John J. Benoit, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 6 Attachment 1 Prequalification Criteria for General Contractors 7 Attachment 2 Prequalification Criteria for Subcontractors with Experience in Train Controls, Signals and Communication, and Grade Crossing Warning Systems 8 Attachment 3 Prequalification Criteria for Subcontractors with Experience in Track Work Under Active Freight Operations 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION REQUEST FOR QUALIFICATIONS (RFQ) No. 12-33-024-00 For Purposes of Pre -Qualifying Prospective Bidders to Construct the Perris Valley Line Commuter Rail Extension Project Through a Public Works Construction Contract GENERAL CONTRACTORS RIVERSIDE COUNTY TRANSPORTATION COMMISSION 4080 Lemon Street, 3rd floor Riverside, CA 92501 Key RFQ Dates: RFQ Advertisement July 23, 2012 Subcontractors' Questions Due September 4, 2012 Responses to Questions Issued to Subcontractors September 10, 2012 SOQ Due Date September 17, 2012 SOQ Evaluation Completed September 27, 2012 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project ADV -1 Request for Qualifications - GC 10 SUBJECT: REQUEST FOR QUALIFICATIONS NO. 12-33-024-00 GENERAL CONTRACTORS PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT To whom it may concern: The Riverside County Transportation Commission ("RCTC") invites Statements of Qualifications ("SOQs") from general contracting entities ("Bidders") wishing to submit a SOQ to construct the Perris Valley Line Commuter Rail Extension Project ("Project"). RCTC is issuing this Request for Qualifications ("RFQ") 12-33-024-00 pursuant to Public Contracts Code section 20100 et seq. The purpose of issuing the RFQ is to solicit information that RCTC will evaluate to pre -qualify potential Bidders for the Project. Pre -qualification will be based on the SOQ's provided by responding firms, as set forth in the RFQ. RCTC intends to invite competitive bids from pre -qualified firms to perform Project construction work. ONLY PRE -QUALIFIED BIDDERS WILL BE ELIGIBLE TO SUBMIT BIDS FOR CONSTRUCTION OF THE WORK DESCRIBED IN THE RFQ. SEPARATE RFQS HAVE BEEN ISSUED TO PRE -QUALIFY SPECIALTY SUBCONTRACTORS TO PERFORM TRACK WORK AND TRAIN CONTROLS / SIGNALS / COMMUNICATIONS/ GRADE CROSSING WARNING SYSTEMS. ALL OTHER WORK WILL NOT REQUIRE PRE -QUALIFICATION. The Project will be funded with federal dollars, thereby requiring that the successful bidder adhere to all pertinent federal requirements. Bidders are advised that successful contractors, at the time of award, will be required to hold an appropriate and valid State of California contractor's license. The RFQ contains specific protocols relating to discussions and/or other communications regarding this RFQ. Any violation of these provisions by a Bidder may result in the immediate disqualification of that Bidder's SOQ. It is RCTC's intent that all Bidders obtain the full content of this RFQ. The RFQ package (including RFQ for general contractors, two (2) RFQ's for specialty subcontractors, the general conditions, special provisions, and plans) is available for review or purchase at: Riverside County Transportation Commission 4080 Lemon Street, Third Floor, Riverside, CA 92501 (951-787-7141) Monday through Thursday (except holidays) 8:00 AM to 11:00 AM and from 1:00 PM to 4:00 PM The non-refundable purchase price for a CD of the RFQ package is $5 if picked up at the RCTC Office listed above, and $10 if the CD is to be mailed to the potential Bidder by United States Postal Service. Payment may be made in cash presented at the RCTC office or by a check made payable to "Riverside County Transportation Commission," mailed to or presented at the RCTC office. To ensure RFQ package availability, it is recommended that potential Bidders notify RCTC at least two hours in advance of their intent to purchase the RFQ package at the RCTC Office. Addenda, if any, will be published on RCTC's website: www.rctc.orq/rfps.asp. RCTC will not be responsible for mailing addenda. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project ADV - 2 Request for Qualifications - GC 11 SOQs must be submitted no later than 2:00 p.m. Pacific Time on September 17, 2012. All SOQs will be date and time stamped at the time of receipt. SOQ's received after the date and time specified will be retumed to the Bidder unopened. Faxed or electronically submitted SOQ's will not be accepted. See the RFQ package for additional details regarding submission of SOQs. SOQs must be delivered to Mr. Matthew Wallace at the following location by a means other than the U.S. Postal Service: Riverside County Transportation Commission 4080 Lemon Street, 3ro Floor Riverside, CA 92501 Attention: Matthew Wallace, Procurement Manager RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal - aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26 and subsequent publication of the Federal Register dated June 16, 2003 (Volume 68, Number 115). Sincerely, Pfeezee. 14/Zoe_c_ Matthew Wallace Procurement Manager Riverside County Transportation Commission Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project ADV - 3 Request for Qualifications - GC 12 TABLE OF CONTENTS 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1 1.1 Introduction 1 1.1.1 SOQ Submission 1 1.2 Understanding the Scoring Criteria 2 1.3 Abbreviations 3 1.4 Definitions 3 1.5 Pre -Qualification Procedure 5 1.6 General Description of Work 6 1.7 Federal Requirements 6 1.8 Reserved 6 1.9 Contract Type 6 1.10 Reserved 6 1.11 Addenda 6 1.12 Questions and Clarifications 7 1.13 Rules of Contact 7 1.14 Pre -Contractual Expenses 8 1.15 Bidder Requirements 8 1.16 Equal Employment Opportunity 8 1.17 DBE Goal 8 1.18 Labor Policies 9 1.19 Insurance, Bonds, and Guarantees 9 2.0 BACKGROUND INFORMATION 10 2.1 Project Description 10 2.2 Procurement Schedule 10 2.3 RCTC Advisors/Consultant Support 11 3.0 MINIMUM REQUIREMENTS 11 3.1 Bidder's Transmittal Letter 11 3.2 Legal Structure 11 3.2.1 Minimum Requirement for Legal Structure 12 3.3 Financial Capacity 12 3.3.1 Minimum Requirement for Financial Capacity 12 3.4 Safety Program 13 3.4.1 Minimum Requirement for Safety Program 13 3.5 Firm Experience and Past Performance 13 3.5.1 Minimum Requirement for Firm Experience and Past Performance 14 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Table of Contents - i Request for Qualifications - GC 13 4.0 EVALUATION PROCESS 14 4.1 SOQ Evaluation 14 4.2 Evaluation Objective 14 4.3 SOQ Evaluation Factors 15 4.3.1 Initial Responsiveness Review 15 4.3.2 Non -Scored SOQ Categories 15 4.3.3 Scored SOQ Categories 15 4.4 Evaluation and Scoring Process 15 4.5 Notification of Pre -Qualification Listing 15 5.0 SOQ SUBMITTAL REQUIREMENTS 16 5.1 General Requirements 16 5.2 Due Date, Time, and Location 16 5.3 Format Requirements 16 5.4 Quantities 16 5.5 Challenges 17 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 17 6.1 Appeal of Pre -Qualification Determination 17 6.1.1 Written Notice of Appeal 17 6.1.2 Protest Officer 18 6.1.3 Contents of Notice of Appeal 18 6.1.4 Time Limit to Submit Notice of Appeal 18 6.1.5 Submission of Rebuttal Evidence/Information 18 6.1.6 Preliminary Fact Finding 19 6.1.7 Executive Director Final Decision on Appeal 19 6.2 Public Records Act 19 7.0 DEBRIEFING MEETINGS 19 8.0 RCTC RESERVED RIGHTS 19 8.1 RCTC Disclaimers 20 Prospective Bidder's SOQ Submittal Checklist 21 APPENDIX A: GENERAL DESCRIPTION OF WORK APPENDIX B: PRE -QUALIFICATION QUESTIONNAIRE APPENDIX C: PRE -QUALIFICATION FORMS APPENDIX D: PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Table of Contents - ii Request for Qualifications - GC 14 Request for Qualifications 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1.1 Introduction The Riverside County Transportation Commission ("RCTC") invites Statements of Qualifications ("SOQs") from general contracting entities ("Bidders") wishing to submit bids to construct the Perris Valley Line Commuter Rail Extension Project ("Project") through a public works construction contract. RCTC is issuing this Request for Qualifications ("RFQ") pursuant to Public Contract Code section 20100, et seq. The Project, further defined in Appendix A, will be funded with Federal -aid dollars, thereby requiring that the successful prospective Bidder adhere to all pertinent Federal requirements. The purpose of this document is to solicit information, in the form of SOQ's, which RCTC will evaluate to pre -qualify all Bidders. RCTC will use the SOQ as the basis for rating prospective Bidders in respect to the size and scope of contracts upon which each prospective Bidder is qualified to bid. RCTC reserves the right to check other sources available. RCTC's decision will be based on objective evaluation criteria. • ONLY PRE -QUALIFIED BIDDERS WILL BE ELIGIBLE TO SUBMIT BIDS FOR THE PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT CONTRACT • ONLY THOSE SPECIALTY SUBCONTRACTORS THAT RCTC HAS PRE -QUALIFIED MAY BE EMPLOYED BY A SUCCESSFUL PRE -QUALIFIED BIDDER A prospective Bidder (General Contractor) who desires to pre -qualify and submit a bid must have specific recent and relevant experience constructing a railroad track, adjacent to an existing live track used for freight operations, with the size (length and value) and complexity (i.e., new track connections, new station construction, park and ride facility construction, train controls and signals, traffic signals and crossing protections, and communication while maintaining existing freight service) comparable to the Project. 1.1.1 SOQ Submission Please refer to Section 2.2, Procurement Schedule, for the submission deadline for all Bidder SOQ submissions. Prospective Bidders must submit SOQs within the prescribed deadline. RCTC will evaluate submitted SOQs based on a list of scorable questions and scoring ranges. As previously indicated, only pre -qualified Bidders will be allowed to submit bids during the bidding process. RCTC is concurrently pre -qualifying specialty subcontractors from certain specialty trades, as listed below. The RFQ for each specialty subcontractor can be found on RCTC's website and on a CD available for purchase as indicated on Page ADV-2 of this RFQ. Pre -qualified Bidders may only select pre -qualified specialty subcontractor(s) to perform the subject specialty trade work on the Project. • RFQ 12-33-025-00 — Specialty Sub (Train Controls, Signals & Communication, Grade Crossing Warning Systems) • RFQ 12-33-026-00 — Specialty Sub (Track Work Under Active Freight Operations) Prospective Bidders may view the list of pre -qualified Bidders and pre -qualified specialty subcontractors at: http:llwww.rctc.orglrfps.asp after September 27, 2012. Prospective Bidders are encouraged to provide feedback to RCTC regarding bidding, the construction processes as described in this RFQ and the draft Project plans and specifications. RCTC will welcome receipt of any information, comments or suggestions that might improve the processes for this Project. Prospective Bidders are invited to Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-1 15 submit to Matthew Wallace, at mwallace@rctc.org, suggestions for changes to the draft Contract Documents which might make it easier and more efficient to administer and construct the Project without diminishing worker safety or work quality while staying in compliance with all local, state, and federal laws. (Use Form D — Bidder's Comments for this purpose (located in Appendix C). Prospective Bidder comments and RCTC responses or comments, if any, will be posted on RCTC's website at http://www.rctc.orgirtps.asp 1.2 Understanding the Scoring Criteria RCTC will evaluate prospective Bidders on the basis of the scores they receive on the Pre -qualification Questionnaire in Appendix B. The scoring ranges and scoring forms are defined and provided in Appendix D. The Pre -qualification Questionnaire is divided into five distinct sections, and prospective Bidders must pass all five sections in order to pre -qualify; a "fail" score on any one of the five sections will result in disqualification. The five sections, scoring criteria and pass/fail requirements are summarized below: SECTION I — ESSENTIAL REQUIREMENTS FOR QUALIFICATION Requires a passing score on all 7 pass/fail questions, and proper documentation for 4 informative questions. Prospective Bidder will be disqualified if a "fail" answer is given on any one of the seven questions, or if prospective Bidder fails to provide the required documentation. SECTION II - ORGANIZATION, HISTORY, ORGANIZATION PERFORMANCE, COMPLIANCE WITH CIVIL AND CRIMINAL LAWS Requires a passing score of 58 out of a maximum of 76 points. Part 1- Current Organization and Structure of the Business — (informational only) Part 2 — History of the Business and Organizational Performance — 7 questions (4 informational / 3 scored) Part 3 — Licenses — 5 questions (4 informational / 1 scored) Part 4 — Disputes — 7 questions (1 informational / 6 scored) Part 5 — Criminal Matters — 4 questions (all scored) Part 6 — Bonding — 4 questions (2 informational / 2 scored) SECTION III — COMPLIANCE WITH OCCUPATIONAL SAFEY AND HEALTH LAWS, WORKERS' COMPENSATION Requires a passing score of 43 out of a maximum of 58 points. Part 1 - OSHA and Environmental Record— 6 questions (all scored) Part 2 — Wage Laws & Apprenticeship Compliance Record — 6 questions (all scored) SECTION IV — COMPLETION OF RECENT PROJECTS Requires a passing score of 25 out of a maximum of 35 points. 7 questions (all scored) SECTION V —QUALITY OF PERFORMANCE (INTERVIEW RESULTS) Requires a passing score of 170 out of a maximum 260 points from interviews with project owners of two projects from the maximum five recently completed projects for which information is provided. 14 interview questions per relevant project example submitted (all scored) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project RFQ-2 Request for Qualifications - GC 16 1.3 Abbreviations The following abbreviations are used in this RFQ and are defined as shown below: BNSF Burlington Northern Santa Fe DBE Disadvantaged Business Enterprise EEO Equal Employment Opportunity FTA Federal Transit Administration IFB Invitation for Bids IQA Independent Quality Assurance OJT On the Job Training QA Quality Assurance QC Quality Control QRC Qualification Review Committee RCTC Riverside County Transportation Commission RFQ Request for Qualifications SOQ Statement of Qualifications SCRRA Southern California Regional Rail Authority 1.4 Definitions The fo lowing terms are used in this document and are defined as shown below: Term Definition Addenda/Addendum Supplemental additions, deletions, and modifications to the provisions of the RFQ issued after the advertisement date of the RFQ. Bid The bid for construction work submitted by the Bidder in response to the Invitation for Bids (IFB), including any revisions thereto, issued to prospective Bidders who successfully pre -qualified for the work. Bidder An individual, person, proprietorship, firm, partnership, limited liability partnership, professional corporation, limited liability company, business association, corporation, joint venture, combination thereof, or other legal entity however organized, participating in the procurement process for the Project. This term may be used interchangeably with "Proposer," "Contractor," and/or "General Contractor." Contract The written agreement between RCTC and Contractor setting forth the obligations of the parties with respect to the Project, including, but not limited to, the performance of the Work, the furnishing of labor and materials, and the basis of payment. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project RFQ-3 Request for Qualifications - GC 17 Term Definition Contract Documents For purposes of this solicitation, "Contract Documents" collectively refers to the IFB, which includes, but is not limited to, the Notice to prospective Bidders, General Instructions for prospective Bidders, Bid Letter, Bid Price Form (Schedule of Quantities and Prices), Bid Bond Form, or other form of prospective Bidder's Security, List of Subcontractors Form, Non -Collusion Affidavit, Buy America Certificate, Certification of Primary Participant Regarding Debarment, Suspension And Other Responsibility Matters, Certification of Restrictions on Lobbying, Eligibility Certification for Federally Funded Contracts, Equal Employment Opportunity Certificate, Worker's Compensation Certificate, Disadvantaged Business Enterprise (DBE Information), Contract/Award Documents, General Conditions, Special Provisions, Guaranty, Faithful Performance Bond, Payment Bond, Insurance Certificates/OCIP Documentation, any Additional Contractor Certifications, all addenda as issued, Contract Plans, Escrow Bid Documents, and Federal Transit Administration Required Clauses. Contractor The Bidder, if any, that is selected pursuant to the IFB and that enters into the Contract with RCTC to construct the Project. Disadvantaged Business Enterprise (DBE) A for-profit small business concern as defined in 49 CFR Part 26. Final Acceptance Written confirmation by RCTC that the Project has been completed in accordance with the Contract, with the exception of latent defects and warranty obligations, if any, and has been accepted. Firm For purposes of this solicitation, the term "firm" shall include any affiliates. Independent Quality Assurance Activities that are an unbiased and independent evaluation of all the sampling and testing procedures and equipment calibration. The Independent Quality Assurance for the Project will be performed by RCTC or RCTC's representative. Invitation for Bids A written solicitation issued by RCTC seeking bids to undertake the Project to be used to identify the prospective Bidder offering the best value to RCTC. The IFB will be issued only to pre -qualified Bidders. Major Participant Each of the following entities on the Bidder's team: • All partners or joint venture members; • All individuals, persons, proprietorships, partnerships, limited liability partnerships, corporations, professional corporations, limited liability companies, business associations, or other legal entity however organized, holding (directly or indirectly) a 15% or greater equity interest in the Bidder. Principal Participant Any of the following entities: • The Bidder; • If the Bidder is a joint venture, partnership, limited liability company, or other form of association, any joint venture, partner, or member; and/or • Any person holding (directly or indirectly) a 15% or greater equity interest in the Bidder. Project The Perris Valley Line Commuter Rail Extension Project Quality Assurance (QA) All systematic monitoring and evaluation of various aspects of the Project to ensure that standards of quality are being met, thereby providing confidence that all Work complies with the Contract and that all materials incorporated in the Work, all equipment, and all elements of the Work will perform satisfactorily for the purpose intended. Quality Control (QC) The total of all activities that are performed by the Contractor, subcontractor, producer, or manufacturer to ensure that a product meets Contract requirements. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project RFQ-4 Request for Qualifications - GC 18 Term Definition Quality Program The overall QC, QA, and associated activities performed by the Contractor and RCTC and their interrelationships to ensure that all Work complies with the Contract. Qualification Review Committee (QRC) The committee staffed by RCTC to review and evaluate the SOQs submitted by prospective Bidders in response to this RFQ. Railroad Coordination Activities to communicate and plan the Work on the railroad right-of-way with respect to protecting the operations and property of RCTC, SCRRA, BNSF, tenants and licensees. Request for Qualifications (RFQ) The written solicitation issued by RCTC to identify pre -qualified Bidders eligible to receive the IFB for the Project. Statement of Qualifications (SOQ) The information prepared and submitted by a prospective Bidder in response to this RFQ. Work The furnishing of labor, materials, equipment, and other incidentals necessary to, or convenient for the successful completion of, construction work for the Project and the carrying out of the duties and obligations imposed by the Contract. 1.5 Pre -Qualification Procedure A complete SOQ submittal package shall include all the required documents and information listed on the prospective Bidder's SOQ Submittal Checklist at the end of these instructions. Prospective Bidders may obtain the RFQ package on or after July 23, 2012, by following the process outlined in the advertisement indicated on Page ADV-2. In order to facilitate completion of the SOQ submittal, project plans, specifications, and a sample construction contract will be made available for review purposes only. Said documents are by no means complete and not intended to serve as the Contract Documents on which to base bids. It is mandatory that all prospective Bidders who intend to submit a Bid fully complete the pre -qualification questionnaire, provide all materials requested therein, and be approved by the Qualification Review Committee (QRC) in order to be placed on the pre -qualified bidders list. No bid will be accepted from a prospective Bidder that has failed to comply with these RCTC requirements. If two or more business entities submit a bid as part of a Joint Venture, or expect to submit a bid as part of a Joint Venture, each entity within the Joint Venture must be separately qualified to bid. Should two or more business entities submit a Joint Venture bid, the Joint Venture must, as a separate legal entity, meet the Project's insurance and bonding requirements. However, if a Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. Prospective Bidders who desire to self -perform the work described in one or both of the RFQs for specialty trade work (systems or track), must provide additional information with the SOQ submittal and pre -qualify for the work in accordance with the provisions of Section 3.5, Firm Experience and Past Performance. RCTC will use the responses contained in the SOQ submittal as a basis for its determination whether the prospective Bidder meets the pre -qualification criteria, but RCTC reserves the right to check other sources of information. RCTC reserves the right to waive minor irregularities and omissions in the information contained in the SOQs and to make all final determinations on the pre -qualification status of any prospective Bidder. The pre -qualification process will be based on a review scoring the Questionnaire (Appendix B), the forms submitted by the prospective Bidder (Appendix C), and an evaluation of the General Contractor's financial capacity to execute the work. The scoring system is described in Appendix D. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-5 19 RCTC will notify prospective Bidders of whether they are pre -qualified. RCTC reserves the right to adjust, increase, limit, suspend, or rescind the pre -qualification based on subsequently learned information. A prospective Bidder that is pre -qualified will be allowed to obtain bidding documents and submit a bid for the Project. A prospective Bidder that is not pre -qualified is not eligible to submit a bid. While it is the intent of the SOQ submittals to assist RCTC in determining Bidder responsibility prior to submission of bids and to aid RCTC in selecting the lowest responsible prospective Bidder, the pre -qualification will not preclude RCTC from conducting an evaluation prior to and after receiving bids of whether a prospective Bidder: (i) has the quality, fitness, experience, competency, capability, and capacity, and demonstrates the requisite trustworthiness to complete a project of this type; (ii) has available key personnel with sufficient expertise and training to competently manage and complete the construction of the Project; and (iii) has the financial capacity to perform and complete the Project. 1.6 General Description of Work See Appendix A for a general description of the Project. Prospective Bidders are advised that the general description is currently under further development by RCTC and could be changed, modified, reduced, or expanded with the release of the IFB. 1.7 Federal Requirements Prospective Bidders are advised that the IFB will be drafted based on the assumption that the Project and RCTC's finance plan for the Project will remain eligible for Federal -aid funds. Therefore, the procurement documents and any agreements thereunder must conform to requirements of applicable Federal law, regulations, and policies. These include, but are not limited to, Equal Employment Opportunity (Title VI of the Civil Rights Act of 1964, as amended), Disadvantaged Business Enterprises (Title 49 Code of Federal Regulations Part 26, as amended), Small Business requirements (United States Code sections 631 et seq.), Buy America requirements (49 Code of Federal Regulations Part 661), and Davis -Bacon wage rates. Details as to the extent and applicability of Federal requirements to the entire Project will be set forth in the IFB and Contract Documents. RCTC reserves the right to modify the procurement process described in this RFQ to address any concerns, conditions, or requirements of Federal agencies, including FTA. Prospective Bidders shall be responsible for conducting their own research of current FTA policies and consider the potential effects of those policies upon the procurement of the materials and equipment required to construct this Project. 1.8 Reserved 1.9 Contract Type The Contract to be awarded to the successful pre -qualified Bidder will be a fixed -price, lump -sum, public works construction contract with unit rate provisions, as outlined in the PVL IFB documents. 1.10 Reserved 1.11 Addenda RCTC reserves the right to revise this RFQ by issuing addenda to this RFQ at any time before the SOQ due date specified in Section 2.2. RCTC will post any addenda to this RFQ on the following website: www.rctc.org/rfps.asp. Prospective Bidders are responsible for monitoring the website identified above for information concerning this procurement. Bidders responding to this RFQ are required to acknowledge that they have reviewed all materials posted thereon. Acknowledgement shall be reflected on the executed Transmittal Letter contained in Form A (Appendix C). RCTC shall not be responsible for mailing Addenda. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-6 20 1.12 Questions and Clarifications RCTC will consider questions that prospective Bidders have relating to this RFQ if such questions are submitted in writing, including requests for clarification and requests to correct errors. All such written requests shall be submitted in writing, by fax, email, or letter, in the format shown Form C (Appendix C) to the RCTC Procurement Manager indentified in Section 1.13. RCTC will only consider written requests. No oral requests or questions by phone will be accepted or considered. No requests for additional information or clarification to any other RCTC office, consultant, employee, or the FTA or other agency will be considered. Questions must include the requestor's name, address, e-mail address, telephone and fax numbers, and the prospective Bidder he/she represents. Prospective Bidders are responsible for ensuring that any written communications clearly indicate on the first page or in the subject line, as applicable, that the material relates to the Project. RCTC will provide responses to prospective Bidder clarification requests within a reasonable time following receipt, subject to the cut-off dates set forth in Section 2.2. RCTC will post responses to those questions of general application and requests for clarifications that RCTC deems to be material and that are not adequately addressed in previously provided documents on the following website: www.rctc.orglrfps.asp. 1.13 Rules of Contact The following rules of contact shall apply during the procurement for the Project. These rules are designed to promote a fair, unbiased, legally defensible procurement process. Contact includes telephone, facsimile, e-mail, or formal written communication. RCTC's Mr. Matthew Wallace will serve as the primary point of contact during the RFQ procurement phase of the Project. Mr. Wallace will be supported by a core team of engineering, operations, contracts, and public relations staff members and advisors. As the RCTC point of contact, Mr. Wallace is RCTC's sole contact person and addressee for receiving all communications about the Project during the RFQ procurement phase, and prospective Bidders are prohibited from contacting any RCTC employee or advisor regarding the Project or this RFQ. Violation of this prohibition may result in disqualification of the prospective Bidder. Address any and all inquiries and comments regarding the Project by fax, e-mail, or letter. Only written inquiries will be accepted: Mail: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Fax: (951) 787-7906 E-mail: mwallace anrctc.org Mr. Wallace is the only individual allowed to discuss this RFQ with any interested parties, including prospective Bidders. Any information from other sources may not be accurate, and use of such information is at the sole risk of the prospective Bidder(s). After a prospective Bidder has been determined to be pre -qualified to submit a Bid for the Project, the pre -qualified Bidder will be encouraged to provide RCTC with any additional suggestions or comments regarding the Project documents and the planned bid and award process. Form D (Appendix C) may be used for this purpose. Any communications from a pre -qualified Bidder must be received by RCTC prior to the issuance of the IFB. Prospective Bidder comments and RCTC responses or comments, if any, will be posted on RCTC's website at www.rctc.org/rips/asp. The IFB will prescribe Rules of Contact during the solicitation period. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-7 21 1.14 Pre -Contractual Expenses RCTC shall not be liable for any pre -contractual expenses, which are defined as expenses incurred by a prospective Bidder in preparing its SOQ in response to this RFQ, negotiating with RCTC any matter related to this RFQ, or any other expenses incurred by prospective Bidder prior to the date of award of the Contract(s) resulting from the IFB. 1.15 Bidder Requirements Completion Capability: Only prospective Bidders that have demonstrated the capability to complete the Project in its entirety are eligible for a positive pre -qualification determination. Organizational and Personnel Changes: Prospective Bidders are advised that, in order for a prospective Bidder to remain qualified to submit a Bid after they have been pre -qualified, their organization, including all Principal Participants and key management personnel identified in the SOQ, must remain intact for the duration of the procurement process and thereafter throughout the term of the Contract. A prospective Bidder may propose substitutions for Principal Participants (which includes key management personnel after the SOQ submittal; however, such changes will require prior written approval by RCTC, which may be granted or withheld in RCTC's sole discretion). Requests for changes must be made in writing no later than 30 days prior to the due date for submittal of Bids. The prospective Bidder should carefully consider the make-up of its team prior to submittal of the SOQ. Changes to the prospective Bidder's organization will be justification for RCTC to revoke a previous determination pre -qualifying a prospective Bidder. Minimum Requirements: In order to be pre -qualified, the prospective Bidder must meet all SOQ responsiveness as set forth in Appendix B, meet the minimum passing criteria for legal, financial, and safety requirements as set forth for non -scored elements of the SOQ, and obtain a passing score on each of the scored elements of the SOQ as set forth. Non -Disclosure Requirement: The Bidder may be given access to records, which are confidential under State laws, solely for the purpose of performing the required services under the Contract. The prospective Bidder shall be required to sign a non -disclosure statement prior to its receipt of such documents obligating each employee, agent, or subcontractor of the prospective Bidder not to make inappropriate use of or improperly disclose any of the contents of such documents. 1.16 Equal Employment Opportunity In connection with this RFQ and the Contract, prospective Bidders shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, or being physically challenged. Prospective Bidders shall take affirmative action to ensure that all applicants are treated during employment without regard to their race, color, religion, sex, national origin, age, marital status, or being physically challenged. Such action shall include, but not be limited to, the following: layoff or termination; rates of pay or other forms of compensation; employment; job assignment; upgrading; demotion; transfer recruitment/recruitment advertising; and selection for training, including apprenticeship, pre -apprenticeship, and/or on-the-job training. Davis - Bacon wage rates are required. 1.17 DBE Goal Policy: RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal -aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26. Prospective Bidders shall take necessary and reasonable steps to ensure that businesses owned and controlled by socially and economically disadvantaged individuals are provided with a fair opportunity to participate in this Project. It is RCTC's policy to provide disadvantaged, minority, and women -owned business enterprises, as defined in Title 49 CFR Part 26, an equitable opportunity to participate in all contracting opportunities. RCTC's agreements with Federal Transit Administration (FTA) regarding its DBE program, which include minority and women -owned business enterprises, are designed to administer contracts, consultant selection, and all related procurement activities without Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-8 22 regard to race, color, religion, disability, political beliefs, age, national origin, gender, veteran status, or cultural background. Accordingly, no firm or individual shall be denied the opportunity to compete for RCTC contracts by reasons so stated or implied. In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), RCTC has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs." This DOT -assisted project is subject to these stipulated regulations. In order to ensure that RCTC achieves its overall DBE Program goals and objectives on its Race -Neutral DBE program, RCTC encourages the participation of small businesses, including DBEs as defined in 49 CFR 26, in the performance of contracts financed in whole or in part with U.S. DOT funds. In the event of any conflicts or inconsistencies between the CFR and RCTC's DBE Program with respect to DOT - assisted contracts, the CFR shall prevail. As a part of the SOQ submission, prospective Bidders responding to this RFQ must include with their submission a signed affidavit acknowledging the firm's understanding of U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race -Neutral) of 12.4% for the project period as further defined in the IFB, when issued, and that the Bidder understands RCTC encourages the participation of small businesses, including DBE firms, in the performance of subcontracts in the resulting contract. Prospective Bidders shall complete and return Form F (Appendix C) as part of the SOQ. The RFQ also requires that each prospective Bidder prepare and submit a Small Business Subcontracting Summary that consists of no more than three (3) pages. The elements of the Small Business Subcontracting Summary are included in Form G (Appendix C). 1.18 Labor Policies Prevailing Wages: State prevailing wages, applicable to work performed in the County of Riverside, California, will apply to the Contract. Since the Project is partially funded with funds from the Federal Transit Administration, Federal prevailing wages will also apply. In the event that there is a conflict between the State prevailing wage rate and the Federal prevailing wage rate, then the higher rate shall be paid. 1.19 Insurance, Bonds, and Guarantees Bond Requirements: It is currently anticipated that the selected prospective Bidder will be required to submit payment and performance bonds upon execution of the Contract, each in the amount of at least $150 million. Prospective Bidders will be required to demonstrate their capacity to obtain the required bonds. Prospective Bidders shall attach a notarized statement from an admitted surety insurer (approved by the California Department of Insurance) authorized to issue bonds in the State of California that states: • Prospective Bidder's current bonding capacity is sufficient for the Project and referenced payment and performance bonds; and • Prospective Bidder's current available bonding capacity. Insurance Requirements: Prospective Bidders shall provide evidence of capability to provide insurance as provided below. In addition, the selected Contractor will be required to indemnify RCTC, RCTC's Consultants and others with respect to claims arising out of the Contract or Work. If a Prospective Bidder is a Joint Venture, the Joint Venture, as a separate legal entity, is required to meet the insurance requirements contained herein. However, if the Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-9 23 Prospective Bidders shall provide evidence of their capability to maintain insurance of the types and in the amounts described below: (1) Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $20,000,000 per occurrence, $21,000,000 in the aggregate. If such coverage contains a general aggregate limit, it shall apply separately to the Project. (2) Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $20,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. (3) Workers Compensation Insurance. Workers' compensation insurance within statutory limits and employers' liability insurance with limits of not less than $2,000,000 each accident. (4) Builders'/AII Risk Insurance. Builders All -Risk Insurance covering all risks of direct loss in a form at least as broad as the Insurance Services Office Causes of Loss Special Form, and in a policy form acceptable to RCTC with limits of not less than the full value of the Work. Such policy shall contain an insurer's waiver of subrogation rights in favor of RCTC and the Resident Engineer, and shall remain in effect until the Project is completed and accepted by RCTC. (5) Railroad Protective Liability. Railroad protective liability insurance or equivalent form with a combined single limit of not less than $10,000,000 per occurrence, $11,000,000 in the aggregate. Such insurance shall be kept in force during the entire period of the Work and shall cover any construction activities undertaken with respect to the Work either directly by the selected Contractor or by its subcontractors. (6) Pollution Liability. Pollution liability insurance covering bodily injury, property damage, and clean-up onsite and off -site, including coverage for transport of pollutants, with a limit of not less than $1,000,000 per occurrence, $2,000,000 in the aggregate. If provided on a claims -made basis, such coverage shall provide for a three-year extended reporting period or be continued for a period of not less than three years after project completion. The required limits of insurance may be made up of any combination of the insurance policies required herein and umbrella and/or excess liability. Guarantees: Prospective Bidders are advised that if any Major Participant of the selected prospective Bidder's team does not have audited financial statements as described in Appendix B, if the Prospective Bidder is a newly formed entity or a limited liability entity, or if it fails to meet the minimum financial requirements stated in this RFQ and/or the IFB, RCTC may require the Prospective Bidder to provide a guarantee covering performance and financial obligations by a separate entity acceptable to RCTC. Bidders shall also note that RCTC may, in its discretion based upon the review of the information provided under Appendix B, also specify that an acceptable guarantor is required as a condition of a determination of pre -qualification. Requirements for additional financial security will be included in the Contract Documents. 2.0 BACKGROUND INFORMATION 2.1 Project Description The Project is defined in Appendix A, General Description of the Work. The estimated capital cost of the Perris Valley Line Commuter Rail Extension Project (in 2012 U.S. dollars) is $150 million. 2.2 Procurement Schedule RCTC anticipates the following dates as Project milestones for the RFQ. This schedule is subject to revision by Addendum. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-10 24 RFQ Advertisement Bidders' Questions Due Responses to Questions Issued to Bidders SOQ Due Date SOQ Evaluation Completed Appeal Due Final Decision on Appeal July 23, 2012 September 4, 2012 September 10, 2012 September 17, 2012 September 27, 2012 October 4, 2012 October 12, 2012 2.3 RCTC Advisors/Consultant Support RCTC has engaged several advisors to assist and participate in the Project development stages, as well as assist RCTC during the procurement process for the Project. Any advisory team member is prohibited from participating in any of the Bidder organizations relating to this Project; providing technical, legal, or financial advice to prospective Bidders; or directly discussing any aspect of the RFQ or IFB with any Bidder. The advisory team includes but is not limited to the following (any potential conflict of interest issues shall be directed to the RCTC Procurement Manager indentified in Section 1.13): • Bechtel Corporation • Best Best & Krieger • BNSF • Epic Land Solutions • HDR Construction Control Corporation — Simon Wong Engineering — ARCADIS - Xorail • SCRRA • STV Incorporated - Patterson & Associates, Inc. (track design, culverts, sound walls); AECOM USA, Inc. (crossings and bridges); Pacific Railway Enterprises, Inc. (signals and communications); IMA+Design (station landscape); IDLA, Inc. (station landscape); Rail Surveyors and Engineers, Inc. (surveyor); Owen Group (CCTV); SKA Design (signage); and Kleinfelder (geotech/HazMat) 3.0 MINIMUM REQUIREMENTS 3.1 Bidder's Transmittal Letter Prospective Bidders shall complete Form A (Appendix C). A duly authorized representative of the Bidder's organization shall sign the letter. For prospective Bidders that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Bidder shall sign the letter. Prospective Bidders shall also complete Form (Appendix C) verifying the accuracy of the information submitted as part of the SOQ. For prospective Bidders that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Bidder shall sign the Bidder SOQ Certification. 3.2 Legal Structure Objective: To pre -qualify prospective Bidders whose organization, legal structure, team members, and history demonstrate the Bidder's ability to remain stable and viable for the duration of the Project, and be contractually bound to RCTC. A) If the prospective Bidder organization has been previously formed, provide complete copies of the organizational documents that allow, or would allow by the time of Contract award, the Principal/Major Participants to conduct business in the State of California. If the prospective Bidder organization has not yet Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-11 25 been formed, provide a brief description of the proposed legal structure or draft copies of the underlying agreements. In the event that final agreements between Principal/Major Participants have not been finalized at the time of the SOQ submittal, Principal/Major Participants shall submit letters of agreement signed by an authorized officer of each Principal/Major Participant noting the type of relationship to be entered into prior to the Bid (i.e., joint venture, subcontract), and the commitment of the parties to finalize the organizational documents prior to the Bid submittal; B) If the prospective Bidder is a partnership, limited partnership, joint venture, or other association, all members of the Bidder must agree to be fully liable for the performance under the Contract by executing the transmittal letter appearing in Appendix C; C) Name and describe all Principal/Major Participants as defined in this RFQ; and D) In cases where Principal/Major Participants that are affiliated with more than one Bidder organization also belong to the same parent company, each prospective Bidder must describe how conflicts of interest would be avoided by the participants through the qualification and bid phases of the Project. RCTC may disqualify a Bidder if any of its Principal/Major Participants belong to more than one Bidder organization. 3.2.1 Minimum Requirement for Legal Structure A prospective Bidder must demonstrate the following: A) The prospective Bidder has the legal capability to carry out the Project responsibilities potentially allocated to it, as demonstrated by the materials provided in Section 1.19 of the RFQ. B) Each of the equity members of the prospective Bidder have agreed to be fully and jointly and severally liable for performance under the Contract, as reflected in the executed Transmittal Letter contained in Form A (Appendix C); C) The prospective Bidder has agreed to adhere to the Project's DBE requirements as provided in Form F (Appendix C); and D) The information disclosed in the SOQ does not materially adversely affect the prospective Bidder's ability to carry out the Project responsibilities potentially allocated to it in the Contract to construct the Project. 3.3 Financial Capacity Objective: To pre -qualify Bidders who possess the financial capacity to enter into a contract with RCTC and the resources to successfully complete the Project. Submittal Requirements: Bidder shall address the following in the SOQ: A) Prospective Bidder shall provide a notarized statement from an admitted surety insurer stating the prospective Bidder's current bonding capacity and stating that the prospective Bidder is capable of obtaining a Performance Bond and Payment Bond (refer to Section 1.19 for bond amounts) covering the Project and any warranty periods. Letters indicating "unlimited" bonding capability are not acceptable; B) Principal Participants shall provide audited financial statements for the past three years; C) Principal Participants shall complete Form B (Appendix C); D) Prospective Bidder shall provide insurance certifications, either a certificate of insurance evidencing current policies of, or written evidence from an insurance company or broker indicating that the Bidder is capable of obtaining the following types of insurance: Commercial General Liability, Errors and Omissions, Auto Liability, Workers' Compensation/Employers Liability, Pollution Liability, Professional Liability, and Railroad Protective Liability insurance. Policy limit requirements will be specified in the Section 1.19; E) Prospective Bidder shall provide Line of Credit letter; and F) Prospective Bidder shall provide a Dun & Bradstreet report. 3.3.1 Minimum Requirement for Financial Capacity A prospective Bidder must demonstrate its financial capability to carry out the Project responsibilities potentially Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-12 26 allocated to it, as demonstrated by documents submitted in the SOQ, including but not limited to the following: A) The surety or insurance company shall be admitted to do business in the State of California; B) The surety or insurance company must be rated in the top two categories by two nationally recognized rating agencies, or have a "Best's Credit Rating" of at least "A" and "Class VIII" or better by A.M. Best Company; C) Prospective Bidder shall demonstrate its ability to comply with the Project's bonding requirements, as provided in Section 1.19; D) Prospective Bidder shall provide evidence of capability to provide insurance as provided in Section 1.19. 3.4 Safety Program Objective: To identify those prospective Bidders that can demonstrate the ability to develop and implement an effective safety program, including railroad safety procedures that comply with FRA safety standards. Submittal Requirements: Prospective Bidder shall address the following and include as part of its SOQ: A) Complete Form E (Appendix C); and B) Prospective Bidder shall provide copies of Workers' Compensation insurance for current and previous three years as proof of the Experience Modification Rate (EMR) for each year. 3.4.1 Minimum Requirement for Safety Program A) Prospective Bidder's safety record shall be deemed acceptable if its EMR for the most recent three-year period is an average of 1.00 or less, and its average total EMR recordable injury/illness rate and average lost work rate for the most recent three-year period does not exceed the applicable statistical standard for its business category. B) Prospective Bidder demonstrates an understanding of an effective safety program. 3.5 Firm Experience and Past Performance Objective: To identify prospective Bidders with demonstrated construction experience, expertise, competence, capability, and capacity in, and record of producing quality work on projects similar to the Project. Submittal Requirements: Prospective Bidders shall address the following and include as part of its SOQ: A) Pre -qualification Questionnaire Section IV, Completion of Recent Projects, with responses to demonstrate qualifying experience. B) Relevant Project Data Sheets, including current contact information for references who will be asked to respond to the interview questions appearing at the end of Section V of the Pre -qualification Questionnaire. Prospective Bidders are cautioned that inaccurate contact information or a non -responsive reference might result in no score on a relevant project for which the prospective Bidder expects to receive qualifying points. Prospective Bidders should take actions they deem necessary to ensure that references or alternate references will be available to participate in the interview process, which RCTC will be conducting during evaluation of the SOQs; and C) Photos of the projects identified in the Relevant Project Data Sheets showing work in progress and completed project, if completed. D) If a prospective Bidder desires to self -perform one or both of the specialty trades work described in the RFQs for systems work (RFQ 12-33-025-00) and track work (RFQ 12-33-026-00), the prospective Bidder must pre -qualify for the specialty trades work by submitting, as a part of its SOQ, the following additional items: Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-13 27 a. Section IV and Section V of Appendix B in the applicable RFQ(s). A prospective Bidder must achieve the minimum passing score for both Section IV and Section V of the specialty trade RFQ(s) in order to pre -qualify to self -perform the work for which additional information is submitted. The successful Bidder, pre -qualified as a general contractor for the Work, will not be allowed to self -perform the specialty trades work described in RFQ 12-33-025-00 and/or RFQ 12-33-026-00 unless it has received the minimum score for both Sections IV and Section V prescribed in Appendix D of the applicable RFQ. b. A copy of the contractor's valid and current license(s) to self -perform for the specialty trade work. c. If the potential Bidder desires to pre -qualify to self -perform the System Work, the potential Bidder must submit its "Control of Drug and Alcohol Use" policy and evidence of FRA's acceptance of the policy, as required by Question No. 12 in Section I of the Pre -qualification Questionnaire in RFQ No. 12-33-025-00. Failure to provide these items will result in a failure to pre -qualify to perform the Systems Work. 3.5.1 Minimum Requirement for Firm Experience and Past Performance To meet the minimum requirements, prospective Bidders will have: A) Experience in successfully managing and constructing projects of the size and complexity of the Project; B) A record of completing contracts on time and within the fixed price; C) Experience in successfully constructing rail lines in sensitive environmental areas and community areas D) A record of managing contracts to minimize delays, claims, dispute proceedings, litigation, and arbitration; E) The technical and management experience and expertise to plan, organize, and execute the construction of, and assure the quality and safety of the Project; F) The ability to effectively manage all aspects of the Contract in a quality, timely, and effective manner and integrate the different parts of its organization with RCTC in a cohesive and seamless manner. 4.0 EVALUATION PROCESS Section 4 outlines the evaluation factors for the RFQ phase of the procurement. This information is intended to assist prospective Bidders in preparing their SOQs. 4.1 SOQ Evaluation Evaluation Process: RCTC will evaluate the SOQs based on the rating and scoring information outlined in this Section 4. As a result, each prospective Bidder submitting a responsive SOQ will be eligible to receive an overall rating of either "pre -qualified" or "not pre -qualified." In order to be pre -qualified, the Bidder must meet or exceed the evaluation and scoring criteria as established in Section 4. A "fail" or "not pre -qualified" rating in any of the categories identified in Section 3 will result in an overall rating of not pre -qualified. Only those prospective Bidders that receive an overall rating of pre -qualified will be allowed to participate in the IFB procurement process. When preparing a Bid in response to the IFB, pre -qualified Bidders may work with only those specialty subcontractors that have also submitted SOQs and have been pre -qualified by RCTC. Interviews: RCTC reserves the right to conduct oral interviews with all prospective Bidders prior to pre -qualification determination. These interviews may be completed by the Qualification Review Committee (QRC) as part of its evaluation during the overall SOQ submittal process and scoring. The exact schedule for oral interviews, if elected by RCTC, will be determined by the chairperson following receipt of the SOQs. 4.2 Evaluation Objective The objective of the RFQ phase of the procurement is to pre -qualify Bidders (and Specialty Subcontractors) with the legal, technical, financial, and management capability, capacity, and experience necessary to successfully undertake and complete the Work. The Contractor will have primary responsibility to plan, manage, and control the Project and Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-14 28 to complete the Project on or ahead of schedule. RCTC has set high responsibility standards for the Contractor, which is reflected in the evaluation factors of this RFQ and will be reflected in the IFB and the Contract. 4.3 SOQ Evaluation Factors The information submitted in the SOQs will be evaluated by the QRC in accordance with the initial responsiveness review as defined in Section 4.3.1 and Appendix B, the non -scored categories listed in Section 4.3.2 and Appendix D, and the scored categories as set forth in Section 4.3.3 and Appendix D. 4.3.1 Initial Responsiveness Review Each SOQ will initially be reviewed on a pass/fail basis for: (i) minor informalities, irregularities, and apparent clerical mistakes, which are unrelated to the substantive content of the SOQ; (ii) the prospective Bidder's conformance to the RFQ instructions regarding organization and format; and (iii) the responsiveness of the prospective Bidder to the requirements set forth in the RFQ. Prospective bidders submitting SOQs not responsive to this RFQ may be excluded from further consideration. RCTC may also exclude from consideration any SOQ that contains a material misrepresentation. 4.3.2 Non -Scored SOQ Categories Each non -scored category of a responsive SOQ will be evaluated on a non -scored pass/fail basis. For an SOQ to achieve a passing rating, each of the following categories shall meet the minimum requirements as set forth below: A) Legal: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.2.1; B) Financial: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.3.1; C) Safety: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.4.1; and D) Experience: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.5.1. 4.3.3 Scored SOQ Categories Each scored category of a responsive SOQ will be evaluated and scored by the QRC according to the Pre - qualification Evaluation Scoring Procedures and Matrices provided in Appendix D. 4.4 Evaluation and Scoring Process To pre -qualify, a Prospective Bidder will be required to meet the following standards: A) For each of the non -scored SOQ categories, meet or exceed the minimum passing requirements as set forth under Section 4.3.2; and B) For each of the scored SOQ categories, obtain a passing grade based on the minimum scoring criteria set forth in Appendix D. If only one prospective Bidder responds to the RFQ or attains pre -qualification status, RCTC may re -advertise or cancel the Project as RCTC deems necessary. 4.5 Notification of Pre -Qualification Listing Upon completion of the SOQ evaluation and scoring process, RCTC will notify each prospective Bidder in writing whether or not it has gained pre -qualification status. If the prospective Bidder is determined to be not pre -qualified, the notice will provide the basis for RCTC's determination, highlight any evidence upon which RCTC relied, and instruct the prospective Bidder to submit any rebuttal or new evidence in accordance with requirements of Section 6 of the RFQ. RCTC will also publish, after September 27, 2012, the list of Bidders and prospective specialty subcontractors obtaining pre -qualification status on its website at www.rctc.org/rfps.asp. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-15 29 5.0 SOQ SUBMITTAL REQUIREMENTS The following sections describe requirements that all Prospective Bidders must satisfy in submitting SOQs. Failure of any Bidder to submit its SOQ as required in this RFQ may, at RCTC's sole discretion, result in rejection of its SOQ. All rejected SOQs will be returned to the contact person identified in the SOQ. 5.1 General Requirements The Pre -qualification Questionnaire is located in Appendix B and prospective Bidders must complete and submit as part of their SOQ submittal, If the prospective Bidder wants to pre -qualify to self -perform work described in the RFQs for specialty trades work, Sections IV and V of Appendix B in the appropriate RFQ(s) must be included with the SOQ. Required forms for the SOQ are contained in Appendix C. Any material modification to the forms may result in the SOQ being declared non -responsive. Prospective Bidders who desire to self -perform the work described in one or both of the RFQs for specialty trade work (systems or track), must provide additional information with the SOQ submittal and pre -qualify for the work in accordance with the provisions of Section 3.5, Firm Experience and Past Performance. Prospective Bidders shall provide brief, concise information that addresses the objectives and the requirements of the Project consistent with the evaluation factors described in Section 4.3. Lengthy narratives containing extraneous information are discouraged. If the prospective Bidder submits information in its SOQ that it believes to be protected records under the Public Records Act and that it wishes to protect from disclosure, the prospective Bidder shall mark such information as provided in Section 6.2. 5.2 Due Date, Time, and Location RCTC must receive all SOQs by 2:00 pm Pacific Time on the day specified in Section 2.2. SOQs must be delivered to the following location by a means other than the U.S. Postal Service (USPS). Faxed, electronically -submitted, or USPS-delivered SOQs will not be accepted. Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Any SOQ that fails to meet the deadline or method of delivery will be rejected without opening, consideration, or evaluation and will be returned, unopened, to the sender. 5.3 Format Requirements A prospective Bidder's SOQ format must adhere to the requirements set forth herein. Additional information beyond those requirements contained herein may be provided; however, members of the Qualification Review Committee are required to review only those materials identified in this RFQ. The front cover of each SOQ must be labeled with "Perris Valley Line Commuter Rail Extension Project" and "Statement of Qualifications," and the date of submittal. 5.4 Quantities Prospective Bidders shall submit one (1) original and five (5) copies of the completed SOQs in two (2) sealed envelopes: one envelope containing the original SOQ; and one envelope containing the five copies of the SOQ. The outside of the sealed envelopes must be clearly identified, labeled, and addressed as follows: Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-16 30 A) Return address: Prospective Bidder's name, contact person's name, mailing address; B) Date of submittal; and Contents labeled as "Perris Valley Line Commuter Rail Extension Project" and "Statement of Qualifications," and addressed to: RCTC — Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager 5.5 Challenges The decision of RCTC as to a prospective Bidder's pre -qualification and the subsequent award of the Contract shall be final and shall not be appealable, reviewable, or reopened in any way, except as provided in Section 6.0. Parties participating in the RFQ phase of this procurement shall be deemed to have accepted this condition and the other requirements of this RFQ. 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 6.1 Appeal of Pre -Qualification Determination Section 6.1 sets forth the exclusive procedures for appealing a pre -qualification determination. Each prospective Bidder, by submitting its SOQ, expressly recognizes the limitation on its appeal rights contained herein, expressly waives all other rights and remedies, and agrees that the decision on any appeal, as provided herein, shall be final and conclusive unless wholly arbitrary. These provisions are included in this RFQ expressly as consideration for such waiver and agreement by the Bidders. If a prospective Bidder disregards, disputes, or does not follow the exclusive appellate procedures set forth in this RFQ, it shall indemnify, defend, and hold harmless RCTC, its directors, officers, officials, employees, agents, representatives, and consultants from and against all liabilities, expenses, costs (including attorneys' fees and costs), fees, and damages incurred or suffered as a result of such Bidder's actions. A prospective Bidder's submission of an SOQ shall be deemed the prospective Bidder's irrevocable and unconditional agreement with such indemnification obligation. 6.1.1 Written Notice of Appeal Where a timely and completed SOQ submittal results in a rating below that necessary to pre -qualify, prospective Bidders can appeal that determination in writing. There is no appeal from RCTC's decision not to pre -qualify a prospective Bidder due to an incomplete or late application. Prospective Bidders wishing to appeal a pre -qualification determination must submit a written notice of appeal to: Mail: Fax: E-mail: RCTC — Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager (951) 787-7906 mwallace@rctc.org RCTC shall not consider any untimely notice of appeal since any notice of appeal not submitted within the time limits specified in these procedures is null and void. A prospective Bidder shall only file a notice of appeal after it has informally discussed the nature and basis of its appeal with the Protest Officer in an effort to resolve the appeal. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-17 31 6.1.2 Protest Officer Unless the Executive Director designates someone in the alternative, Mr. Wallace, or his designee, shall be the "Protest Officer" for purposes of this RFQ. The Protest Officer is responsible for receiving and evaluating appeals of a pre -qualification determination and for making a recommendation to the Executive Director to either uphold or overturn (in whole or in part) RCTC's decision not to pre -qualify a prospective Bidder. In evaluating the merits of the notice of appeal, the Protest Officer may call upon one or more experts, either from within or outside RCTC, or may convene an evaluation team. The expert(s) or evaluation team may provide a written opinion regarding the merits of the appeal and may provide a recommendation to the Protest Officer for his or her consideration that the pre -qualification determination be upheld or overturned, in whole or in part. In addition to any previously submitted documentation, the Protest Officer may rely on any recommendation or opinion as a basis for his or her recommendation to the Executive Director. The Protest Officer's recommendation to the Executive Director shall include reasons supporting the recommendation. 6.1.3 Contents of Notice of Appeal The notice of appeal shall include the following: A) The name and address of the prospective Bidder; B) The Project name and RFQ number; C) A detailed statement of the legal and/or factual grounds for each material issue identified in the appeal; D) All factual and legal documentation in sufficient detail to establish the merits of the appeal. Evidentiary statements must be provided under penalty of perjury; and E) A signature from a properly authorized representative of the Bidder. If a prospective Bidder submits a notice of appeal, it must demonstrate or establish a clear violation of a specific law or regulation. RCTC will not be obligated to postpone the SOQ due date specified in Section 2.2 or pre -qualification announcement in order to allow a prospective Bidder an opportunity to correct a deficient appeal, unless otherwise required by law or regulation. 6.1.4 Time Limit to Submit Notice of Appeal Should a prospective Bidder wish to appeal a pre -qualification determination, it shall submit a written notice of appeal to RCTC as soon as practicable, but not later than five (5) business days following the date of written notification from RCTC of prospective Bidder's disqualification status. If the submission of a notice of appeal is untimely, the Bidder waives any and all rights to challenge RCTC's pre -qualification determination, whether by administrative process, judicial process or any other legal process or proceeding. 6.1.5 Submission of Rebuttal Evidence/Information Within five (5) business days following the date of written notification from RCTC of prospective Subcontractor's disqualification status, the prospective Subcontractor shall submit any rebuttal or additional information. Within two (2) business days of RCTC's receipt of the written notice of appeal and any rebuttal evidence or additional information, the Protest Officer will make a recommendation to the Executive Director to either uphold or overturn, in whole or in part, the original pre -qualification determination. The Protest Officer will provide the Executive Director with any rebuttal evidence or additional information that the prospective Bidder has submitted to assist in the ultimate decision of the appeal. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-18 32 6.1.6 Preliminary Fact Finding Prior to the Protest Officer's submission of a recommendation to the Executive Director, the Protest Officer may, at his or her discretion, meet either in person or over the telephone, with a prospective Bidder that has appealed a pre - qualification determination to discuss the appeal and/or perform additional fact finding. A prospective Bidder appealing a pre -qualification determination shall have the burden of proving the basis of its appeal by clear and convincing evidence. The Protest Officer will research the appeal and may call upon any resources he or she feels necessary and appropriate to assist in the evaluation of the appeal. 6.1.7 Executive Director Final Decision on Appeal Within three (3) business days of Executive Director's receipt of the Protest Officer's recommendation to either uphold or overturn, in whole or in part, the original pre -qualification determination, the Executive Director will provide the prospective Bidder written notification of his or her decision on the appeal. The decision of the Executive Director shall be final, conclusive and not appealable at the local level. 6.2 Public Records Act The SOQs (questionnaire answers and financial statements) submitted by prospective Bidders are not public records and are not open to public inspection. All information provided will be kept confidential to the extent permitted by law. However, the contents may be disclosed to third parties for purpose of verification, or investigation of substantial allegations, or during an appeal. State law requires that the names of contractors applying for pre -qualification status shall be public records subject to disclosure, and the first page of the questionnaire will be used for that purpose. 7.0 DEBRIEFING MEETINGS If requested, oral debriefings will be granted to unsuccessful firms after RCTC's Board authorizes an award of the subject contract for construction. 8.0 RCTC RESERVED RIGHTS RCTC may investigate the qualifications of any prospective Bidder under consideration, may require confirmation of information furnished by a Bidder, and may require additional evidence of qualifications to perform the Work described in this RFQ. RCTC reserves the right, in its sole and absolute discretion, to: A) Accept or reject any and all submittals, responses and bids, or any parts thereof, received at any time. B) Waive any informalities, irregularities, and omissions in the information contained in the SOQs, or permit corrections to data submitted with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. C) Modify all dates set or projected in this RFQ. D) Terminate evaluations of responses received at any time. E) Withdraw or cancel this RFQ or the subsequent IFB in whole or in part at any time prior to the execution by RCTC of a contract, without incurring any cost obligations or liabilities. F) Permit submittal of addenda and supplements to data previously provided with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. G) Adjust, increase, limit, suspend, or rescind the pre -qualification rating based on subsequently learned information. H) Permit prospective Bidders to add or delete firms and/or key personnel until such time as RCTC declares in writing that a particular stage or phase of its review has been completed and closed. I) Add or delete Contractor responsibilities from the information contained in this RFQ or the subsequent IFB. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-19 33 J) Waive deficiencies in an SOQ, accept and review a non -conforming SOQ, or seek clarifications or supplements to an SOQ. K) Disqualify any prospective Bidder that changes its submittal without RCTC approval. L) Add or modify its reserved rights in the subsequent IFB. M) Make all final determinations. N) Appoint a selection committee and evaluation teams to review SOQs and seek the assistance of outside technical experts in the SOQ evaluation. 0) Approve or disapprove the use of particular subcontractors and/or substitutions and/or changes in SOQs. P) Hold meetings and conduct discussions and correspondence with one or more of the prospective Bidders responding to this RFQ to seek an improved understanding and evaluation of the responses to this RFQ. Q) Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. R) Disqualify any team that changes its SOQ without RCTC written approval. The RFQ does not commit RCTC to enter into a Contract, nor does it obligate RCTC to pay for any costs incurred in preparation and submission of the SOQs or in anticipation of a Contract. By submitting an SOQ, a Bidder disclaims any right to be paid for such costs. The execution and performance of a Contract pursuant to this RFQ and any subsequent IFB is contingent on sufficient appropriations and authorizations being made by RCTC, the California Legislature, or the Congress of the United States, if Federal funds are involved, for performance of a Contract between the successful Bidder and RCTC. In no event shall RCTC be bound by, or liable for, any obligations with respect to the Work or the Project until such time (if at all) as the Contract, in form and substance satisfactory to RCTC, has been executed and authorized by RCTC and approved by all required parties, and then only to the extent set forth therein. 8.1 RCTC Disclaimers In issuing this RFQ and undertaking the procurement process contemplated hereby, RCTC specifically disclaims the following: A. Any obligation to award or execute a Contract pursuant to this RFQ or the IFB or to issue an IFB; and B. Any obligation to reimburse a Bidder for any pre -contractual expenses, as more fully explained in Section 1.14 above. In submitting an SOQ in response to this RFQ, the prospective Bidder is specifically acknowledging these disclaimers. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-20 34 Prospective Bidder's SOQ Submittal Checklist Pre -Qualification Submittal Due Date: September 17, 2012 at 2:00 p.m. local time To be considered complete, your SOQ submittal must include the following forms and information: From RFQ: n Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D From Appendix B: n II n Bidder's Organization Information Financial Institution References General Contractor Information Form n Completed Pre -qualification Questionnaire (Sections I — V) and Any Explanation Pages as Necessary on Separate, Signed Pages n n Copies of audited Financial Statements per Section 1, Question 4, with accompanying notes and supplemental information (see RFQ Section 3.3B) Line of Credit Letter per Section I, Question 5 (see RFQ Section 3.3E) Dun & Bradstreet Report per Section I, Question 6 (see RFQ Section 3.3F) Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per Section I, Question 7 (see RFQ Section 3.3A) Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR(s) per Section III, Part I, Question 5 (see RFQ Section 3.4B) Completed Project Data Sheets (5) Project Photos for the Relevant Project Data Sheets (see RFQ Section 3.5B) Declaration in Support of Answers to Questionnaire (page B- 46) Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-21 35 From Appendix C: n n n n n Form A — Transmittal Letter Form B — Backlog and Financial Information Form E — Safety Questionnaire Form F — Bidder's Provisional Overall DBE Project Goal Declaration Affidavit Form G — Small Business Subcontracting Plan Summary Form H — Bidder SOQ Certification From RFQ 12-33-025-00 and/or 12-33-026-00 (if self -performing the work as the general contractor): 11 n n Appendix B, Section IV, Completion of Recent Projects Appendix B, Section V, Quality of Performance Copy of valid and current contractor's license for the type of work to be performed Copy of "Control of Drug and Alcohol Use" policy and evidence of FRA's acceptance of the policy, as required by Question No. 12 in Section I of the Pre -qualification Questionnaire in RFQ No. 12-33-025-00. Failure to provide these items will result in a failure to pre -qualify to perform the Systems Work. THE CONTENT OF THE BIDDER'S SOQ SHALL BE ORGANIZED FOR SUBMISSION IN THE SAME ORDER IN WHICH THE DOCUMENTATION IS LISTED ON THE TRANSMITTAL LETTER (FORM A - APPENDIX C). Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project RFQ-22 36 APPENDIX A: GENERAL DESCRIPTION OF WORK Riverside County Transportation Commission Request for Qualifications Perris Valley Line Commuter Rail Extension Project 37 PERRIS VALLEY LINE PROJECT The Riverside County Transportation Commission (RCTC) will build a Centralized Traffic Control (CTC) single-track commuter rail line from Riverside Downtown Station to South Perris, which will run primarily on a portion of the San Jacinto Branch Line (SJBL) of the old Santa Fe Railroad (now BNSF), as an extension of the Metrolink 91 commuter rail service to Los Angeles —Union Station (LAUS). The PVL service from the Riverside Downtown Station will utilize the existing BNSF Mainline to the Highgrove area. Since there is no continuous connection, a new connection track will be constructed in the Highgrove area. This connection track will be called the Citrus Connector and will be located on a parcel just north of Citrus Avenue and south of Villa Street. The total length of the line is 24 miles, including 2.7 miles on an existing BNSF main track from Riverside Downtown Station to the new BNSF/Citrus Connector junction plus 21.3 miles from the BNSF junction, through the Citrus Connector, continuing along the SJBL, and finally to the south end of the Layover Facility. The SJBL, purchased by RCTC from the Santa Fe Railroad in 1993, is presently used by Burlington Northern Santa Fe (BNSF, successor to the Santa Fe RR) to provide freight service which presently averages three trips a day, with plans to increase. After construction of the PVL Project, the passenger service will be operated by Southern California Regional Rail Authority (SCRRA)/Metrolink. Operation of the passenger service, as well as dispatching of continuing freight service (including service during the construction period) along the SJBL portion of the PVL, will be controlled by SCRRA pursuant to a Shared Use Agreement with the BNSF. Dispatching between Riverside Downtown Station and the Citrus Connector will still be controlled by the BNSF. GENERAL DESCRIPTION OF WORK Construct Three (3) New Commuter Stations and Upgrade One (1) Commuter Station Construction includes, but is not limited to, building four passenger stations with provision for two future stations. The stations are named as follows: • Riverside/Hunter Park (City of Riverside) • Moreno Valley/March Field Station (County of Riverside) • Downtown Perris Station (City of Perris) — existing station for commuter buses • South Perris Station (City of Perris) The stations must be able to accommodate trains that will travel from South Perris to the existing Riverside — Downtown Metrolink Station in Riverside California, with continuing service to Los Angeles during morning and evening peak hours. The stations must also concurrently accommodate mid -day off-peak trains in each direction. The trains will consist of diesel locomotives and bi-level commuter coaches and cab cars. The proposed stations must be at -grade and have side platforms placed to accommodate eventual double tracking. The stations will also include parking facilities. Station work includes the following: A. Station platforms, platform structure canopies, site furnishings, flatwork access stairs, and ramps, railings and lighting. Riverside County Transportation Commission Request for Qualifications -GC Perris Valley Line Commuter Rail Extension Project A-1 38 B. Complete site improvements, including grading, utilities, re -constructed access driveways, internal roadways, and fire access roads, parking lots, parking access control, flatwork, landscape irrigation, landscape planting, lighting and fencing. C. Future work: Drawings indicate Future Platform Canopy work to be provided under a separate future contract. This work is shown for information only and is not part of this work. Footings for these future canopies are a part of this work and include concrete footings with reinforcing, electrical conduit and plumbing stubs, and anchor bolts with protective caps. Refer to drawing for additional information. Construct Track Elements Construction includes, but is not limited to, building a new track that will connect the existing Metrolink 91 commuter rail to the San Jacinto Branch Line and improving the existing San Jacinto Branch Line (SJBL) for commuter use. The San Jacinto Branch Line is currently used by the Burlington Northern Santa Fe Railway, which operates trains on the branch. A new second track will be used to give the freight trains and commuter trains separate right -of way for a nine -mile section of the alignment. The existing BNSF main track will connect the existing Downtown Riverside Metrolink Station to the SJBL in the Highgrove area, by means of a new connector track (Citrus Connector) constructed on a parcel just north of Citrus Avenue and south of Villa Street. The length of the existing BNSF track will be 2.7 miles, while the existing SJBL to be improved will be 21.3 miles long. The improvements made to the existing San Jacinto Branch Line include, but are not limited to the following items: • From the Citrus Connector to Poarch Rd. (near MP 5), the existing track will be upgraded with new concrete ties and new 136-Ib. welded rail • MP 7.1 to MP 16.5, portions of existing SJBL will be shifted, two new sidings will be constructed, and existing sidings upgraded with electric lock switch and switch point derail. • From Poarch Rd. to near River Crest Dr. (MP 7), the existing track will be rehabilitated with new concrete ties. • From River Crest Dr. to Eastridge Avenue (MP 7.45), the existing track will be upgraded with new concrete ties and new 136-Ib. welded rail. • From Eastridge Avenue to approximately, but not at, the 17th mile of SJBL section of the Perris Valley Line, a new passenger track will be constructed on the east side of the existing SJBL track. This track will be constructed of new concrete ties with new 136 Ib welded rail. • From MP 16.5 to Perris, the existing track will be upgraded with new concrete ties and new 136 Ib rail. • From Perris to South Perris, certain curves on the track will be modified. A new track will be constructed from Perris to approximately, but not at the 19th mile. The track from the 19th mile to South Perris will be upgraded with new concrete ties and 136 Ib rail. Construct Support Facilities Construction includes but is not limited to the building of a layover facility for up to eight 10 -car trainsets, and setout tracks for a future maintenance -of -way facility. Riverside County Transportation Commission Request for Qualifications -GC Perris Valley Line Commuter Rail Extension Project A-2 39 Construct Site Work The site work performed will include, but won't be limited to demolition, utility relocation, earthwork, removal of contaminated soil, access for automobiles and buses, pedestrian/bike access, and temporary facilities. All utility improvements, including utilities to be relocated, encased, or protected as required to accommodate the project requirements. Drainage improvements, including the construction, adjustment or reconstruction as required at grade crossings, street improvements and bridges. Construct Systems — Controls, Signals, and Communication Construction includes, but is not limited to, the improvement of the grade crossing warning device, the existing communications and signal systems, and certain street and traffic signals, and the commissioning of the communications and signal work. The safety system is to rely on centralized traffic control (CTC) to manage train movements between the BNSF connection and the South Perris Station. Additionally, electronic coded track circuitry and solid-state microprocessor interlocking controllers are to be utilized to control wayside signals along the entire corridor. Wayside equipment shall be PTC-compliant to allow future installation of PTC. The street and traffic signal improvements include general improvements to lengthen median to discourage gate run-arounds by motorists and ties between the gate warning devices and nearby traffic signals. Instrumentation, shelters, communication shelters, signal switch mechanisms, warning devices, fiber optic communications backbone, radio towers, and all other associated equipment will be included as required to comply with the project requirements. Construct Civil and Structural Elements Construction includes, but is not limited to, grade crossing and street improvements as required by the contract documents. Also included are earthwork and grading, noise barriers, retaining walls, decorative block walls, overpass and bridge construction and/or reconstruction as required to accommodate the project requirements. The items described above shall not be usedas specification for the work and systems listed. All work must conform to SCRRA standards, requirements and conditions. For More Information The RFQ and draft contract documents may be downloaded from the RCTC website at www.rctc.org/rfps.asp. Bidders may also review the project information at the RCTC office located at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501. Please contact Matthew Wallace at 951.787.7141 to schedule an appointment. Bidders are reminded that said documents are by no means complete and not intended toserve as Contract Documents on which to base bids. Riverside County Transportation Commission Request for Qualifications -GC Perris Valley Line Commuter Rail Extension Project A-3 40 APPENDIX B: PRE -QUALIFICATION QUESTIONNAIRE Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project 41 Important Information Regarding Completion of Forms Prospective bidders are advised of the following regarding the completion of all forms in Appendix B: • Information provided must be complete, current, accurate, and verifiable; and • Throughout this section, the term "firm" includes any affiliate(s). Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-1 SOQ — Prequalification Questionnaire 42 1. Bidder's Organization Information Name of Bidder: Instructions for Form Completion: Bidders are reminded that "firm" as used herein and throughout this section includes any affiliate. Responses to each subject area shall be addressed within the table below. Should additional space be needed, Bidders are advised to increase space following question as appropriate. Bidder (Individual Firm / Joint Venture / Partnership I LLC) Name of Entity: Address: City, State, Zip: Contact Name: Title: Telephone No.: Cell No.: E-mail: Time Available: Alternate Contact Contact Name: Title: Address: City, State, Zip: Telephone No.: Cell No.: E-mail: Time Available: Name(s) of Bidder Entity(ies) Company Name Address and Telephone & Fax Numbers State of Incor- poration: Lead Participant? Yes No Principal Participant(s) Other Firm(s) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-2 Request for Qualifications - GC SOQ — Prequalification Questionnaire 43 2. Financial Institution References List up to five financial institutions with which the firm has done the most business during the past five (5) years, and identify the individual at each institution who was in charge of the firm's accounts. Please fill out the form completely and include all contact information requested. 1. 2. 3. 4. 5. Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-3 SOQ — Prequalification Questionnaire 44 3. GENERAL CONTRACTOR INFORMATION FORM [NOTE: The information on this page is NOT confidential and may be made available to the public] Firm Name: Check One: ❑ Corporation ❑ Partnership ❑ Joint Venture ❑ Sole Proprietorship (as it appears on license) License No.: Contact Person: Title: E-mail address: Address: Phone: Fax: Federal Tax I.D. Number: State Tax I.D. Number: Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-4 SOQ — Prequalification Questionnaire 45 4. PRE -QUALIFICATION QUESTIONNAIRE General Contractor SECTION CRITERIA # of SCORING QUESTIONS QUESTION # NOTE! General through Essential Requirements for 11 Pass / Fail Qualification QUESTION SCORING Contractor will be disqualified if the answer to any of questions 1 3 is "no." 1. General Contractor possesses a valid and current California Contractor's license for the project for which it intends to submit a bid. License No. Pass/Fail — Disqualified if answer is "no" ■ Yes ■ No 2. General Contractor has or has the ability to obtain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $20,000,000 per occurrence, $21,000,000 in the aggregate, and provide other liability insurance policies in amounts specified in RFQ Section 1.19. Attach certificate of insurance or written evidence from insurance company per RFQ Section 3.3D Pass/Fail — Disqualified if answer is "no" ■ Yes ■ No 3. General Contractor has current workers' compensation insurance policy as required by the Labor Code or is legally self -insured pursuant to Labor Code section 3700 et. Seq. Attach current workers' compensation insurance policy as part of evidence provided for Question 5, Section III -Part 1. Pass/Fail — Disqualified if answer is "no" ■ Yes ■ No Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-5 Request for Qualifications - GC SOQ — Prequalification Questionnaire 46 QUESTION # NOTE! General questions QUESTION SCORING Contractor will be disqualified if the information requested in 4, 5, 6, and 7 is not provided as part of the SOQ. 4. General Contractor must attach copy of its last three years' audited financial statement with accompanying notes and supplemental information per RFQ Section 3.3B. Attached?: Pass/Fail — Disqualified if not provided. ■ Yes ■ No NOTE: A financial statement that is not audited is NOT acceptable. 5. General Contractor must attach a letter verifying availability of its line of Credit per RFQ Section 3.3E. Attached? Pass/Fail — Disqualified if not provided. ■ Yes ■ No NOTE: Line of Credit letter is not a substitute for the required audited financial statement. 6. General Contractor must attach a current Dun and Bradstreet (D&B)-Supplier Qualifier Report (SQR) per RFQ Section 3.3F. Attached? Pass/Fail — Disqualified if not provided. ■ Yes ■ No 7. General Contractor must attach a notarized statement from an admitted surety insurer (approved by the California Department of Insurance) and authorized to issue bonds in the State of California, which states that its current bonding capacity has a single project limit of at least $150 Million per RFQ Section 3.3A. Attached? Pass/Fail — Disqualified if not provided. ■ Yes ■ No NOTE: Notarized statement must be from the surety company, not an agent or broker. Bonding Company Name: Address: Telephone No.: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-6 Request for Qualifications - GC SOQ — Prequalification Questionnaire 47 QUESTION # QUESTION SCORING NOTE! General Contractor will be immediately disqualified if the answer to any of questions 8, 9, 10, or 11 is "yes."1 If the answer to question 10 is "yes," and if debarment would be the sole reason for denial of pre -qualification, any pre - qualification issued by RCTC will exclude the debarment period. 8. Has your General Contractor's license been revoked at any time in the last five years? Pass/Fail — Disqualified if "yes." See Footnote No. 1 ■ Yes ■ No 9. Has a surety firm completed a contract on your behalf, or paid for completion because your firm was default terminated by the project owner within the last five (5) years? Pass/Fail — Disqualified if "yes." See Footnote No. 1 ■ Yes ■ No 10. At the time of submitting this pre -qualification form, is your firm ineligible to bid on or be awarded a public works contract, or perform as a contractor on a public works contract, pursuant to either Labor Code section 1777.1 or Labor Code section 1777.7? Pass/Fail — If the answer is "yes," and if debarment would be the sole reason for denial of pre - qualification, any pre -qualification issued by RCTC will exclude the General Contractor from submitting a Bid and performing work during the debarment period. ■ Yes ■ No If the answer is "Yes," state the beginning and ending dates of the period of debarment: 11. At any time during the last five years, has your firm, or any of its owners or officers been convicted of a crime involving the awarding of a contract of a government construction project, or the bidding or performance of a government contract? Pass/Fail — Disqualified if "yes." See Footnote No. 1 ■ Yes ■ No 1 A contractor disqualified solely because of a "Yes" answer given to question 8, 9, or 11 may appeal the disqualification and provide an explanation of the relevant circumstances during the appeal procedure. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-7 SOQ — Prequalification Questionnaire 48 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 1 - Current Organization & Structure of the Business Varies None QUESTION # QUESTION 1.A. For Firms That Are Corporations: 1) Date incorporated: 2) Under the laws of what state: 3) Provide all the following information for each person who is either: a) An officer of the corporation (president, vice president, secretary, treasurer), or b) The owner of at least ten per cent of the corporation's stock. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownership of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-8 SOQ — Prequalification Questionnaire Request for Qualifications - GC 49 QUESTION # QUESTION 1.B. For Firms That Are Partnerships: 1) Date of formation: 2) Under the laws of what state: 3) Provide all the following information for each partner who owns 10% or more of the firm. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownership of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-9 SOQ — Prequalification Questionnaire 50 QUESTION # QUESTION 1.C. For Firms That Are Sole Proprietorships: 1) Date of commencement of business: 2) Identify every construction firm that the business owner has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. Business Owner's Name Construction Firm Dates of Owner's Participation with Firm 1.D. For Firms That Intend to Make a Bid as Part of Joint Venture: 1) Date of commencement of joint venture: 2) Provide all of the following information for each firm that is a member of the joint venture that expects to bid on one or more projects: Firm Name % Ownership of JV Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-10 SOQ — Prequalification Questionnaire 51 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 2 — History of the Business and Organizational Performance 7 Scoring as Indicated QUESTION # QUESTION 1. Has there been any change in ownership of the firm at any time during the last three years? Note: A corporation whose shares are publicly traded is not required to answer this question. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 2. Is the firm a subsidiary, parent, holding company or affiliate of another construction firm? Note: Include information about other firms if one firm owns 50% or more of another, or if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 3. Are any corporate officers, partners or owners connected to any other construction firms? Note: include information about other firms if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 4. State your firm's gross revenues for each of the last three years: 2011: 2010: 2009 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-11 Request for Qualifications - GC SOQ — Prequalification Questionnaire 52 QUESTION # 5. QUESTION SCORING How many years has your organization been in business in California as a contractor under your present business name and license number? Years 0 points = < 3 years 2 points = 3 years but < 4 years 3 points = 4 years but < 5 years 4 points = 5 years but < 6 years 5 points = 6 years or more 6. Is your firm currently the debtor in a bankruptcy case? ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number, and the date on which the petition was filed. 3 points = No 0 points = Yes 7. Was your firm in bankruptcy or has it been subject to a receivership or involuntary bankruptcy proceeding any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 6 above). ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number and the date on which the petition was filed, and a copy of the Bankruptcy Court's discharge order, or of any other document that ended the case, if no discharge order was issued. 3 points = No 0 points = Yes Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-12 SOQ — Prequalification Questionnaire 53 SECTION CRITERIA # of SCORING QUESTIONS 11 Part 3 - Licenses 5 Scoring as Indicated QUESTION # QUESTION SCORING 1. List all California construction license numbers, classifications, and expiration dates of the California contractor licenses held by your firm: General Contractor's California License Number(s) and Classification: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: 2. If any of your firm's license(s) are held in the name of a corporation or partnership, list below the names of the qualifying individual(s) listed on the Contractors State License Board (CSLB) records who meet(s) the experience and examination requirements for each license: 3. Has your firm changed names or license numbers in the past five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the change. 4. Has any owner, partner, or (for corporations, officer of your firm) operated a construction firm under any other name in the last five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the change. 5. Has any CSLB license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years? ❑ Yes ❑ No 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-13 SOQ — Prequalification Questionnaire Request for Qualifications - GC 54 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 4 - Disputes 7 Scoring as Indicated QUESTION # QUESTION SCORING 1. At any time in the last five years, has your firm been assessed and/or paid liquidated damages after completion of a project, under a construction contract with either a public or private owner? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page identifying all such projects by owner, owner's address, the date of completion of the project, amount of liquidated damages assessed and all other information necessary to fully explain the assessment of liquidated damages. 2. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated with, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason? NOTE: "Associated with" refers to another construction firm in which an owner, partner or officer of your firm held a similar position, and which is listed in response to Section 11, Part 1 questions 1.A.4, 1.8.4 or 1.C.2 on this form. ❑ Yes ❑ No If "yes," explain on a separate signed page. State whether the firm involved was the firm applying for prequalification here or another firm. Identify by name of company the name of the person within your firm who was associated with that company, the year of the event, the owner of the project, the project, and the basis for the action. 5 points = No 0 points = Yes 3. In the last five years, has your firm been denied an award of a public works contract based on a finding by a public agency that your company was not a responsible bidder? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page and identify the year of the event, the owner, the project, and the basis for the finding by the public agency. 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-14 SOQ — Prequalification Questionnaire Request for Qualifications - GC 55 QUESTION # QUESTION SCORING NOTE! The following two questions refer only to disputes between your firm and the owner of a project. You need not include information about disputes between your firm and a supplier, another contractor or subcontractor. You may omit reference to all disputes about amounts of less than $100,000. 4. 5. In the past five years, has any claim against your firm concerning your firm's work on a construction project, been filed in court or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim(s) by providing the project name, date of the claim, name of the claimant, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: In the past five years has your firm made any claim against a project owner concerning work on a project or payment for a contract and filed that claim in court or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim by providing the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: If the firm's average annual gross revenue for the last three years was <$100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenue for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-15 SOQ — Prequalification Questionnaire 56 QUESTION # QUESTION SCORING 6. At any time during the past five years, has any surety company made any payments on behalf of your firm as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with any construction project, either public or private? ❑ Yes ❑ No If "yes." Explain on a separate signed page the amount of each such claim, the name and telephone number of the claimant, the date of the claim, the grounds for the claim, the present status of the claim, the date of resolution of such claim if resolved, the method by which such was resolved if resolved, the nature of the resolution and the amount, if any, at which the claim was resolved. Number of Claims: 5 points for either "No" or "Yes" indicating 1 such claim. 3 points for "Yes" indicating no more than 2 such claims. Subtract five points for "Yes" if more than 2 such claims. 7. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ❑ Yes ❑ No If "Yes," explain on a separate, signed page and name the insurance carrier, the form of insurance, and the year of the refusal. Number of Instances: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-16 SOQ — Prequalification Questionnaire 57 SECTION CRITERIA # of SCORING QUESTIONS II Part 5 — Criminal Matters 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. In the last five (5) years, has your firm, or any of its owners, officers, or partners ever been found liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ❑ Yes ❑ No If "Yes," explain on a separate, signed page identifying who was involved, the name of the public agency, the date of the investigation, and the grounds for the finding. No = 5 points Yes =subtract 5 points 2. In the last five (5) years, has your firm, or any of its owners, officers, or partners even been indicted or convicted of a crime involving any federal, state, or local law related to construction or bidding? ❑ Yes ❑ No If "yes," explain on a separate signed page, including identifying who was involved, the name of the public agency, the date of the conviction and the grounds for the conviction. No = 5 points Yes =subtract 5 points 3. In the last five (5) years, has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, or any other act of dishonesty? ❑ Yes ❑ No If "Yes," explain on a separate, signed page the person or persons convicted, the court (the county if a state court, the district or location of the federal court), the year, and the criminal conduct. No = 5 points Yes =subtract 5 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-17 SOQ — Prequalification Questionnaire Request for Qualifications - GC 58 QUESTION # QUESTION SCORING 4. In the last five (5) years, has the firm been convicted of violating a State or Federal law relating to the employment of undocumented aliens? ❑ Yes ❑ No If yes, describe: No = 5 points Yes = subtract 5 points Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-18 SOQ — Prequalification Questionnaire 59 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 6 — Bonding 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. Bonding capacity: Provide documentation from your surety identifying the following: Name of bonding company/surety: Name of surety agent, address, and phone number: Informational only. Documentation for answers to questions in Part 6 shall be provided as part of documentation for question 7 in Section I of this Questionnaire 2. State the greatest premium percentage rate that your firm was required to pay for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years. You may provide an explanation for a percentage rate higher than one per cent, if you wish to do so. 5 points if the rate is no more than 1% 3 points if the rate was no higher than 1.1% 0 points for any other answer 3. List all other sureties (name and full address) that have written bonds for your firm during the last five years, including the dates during which each wrote the bonds: Informational only. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-19 SOQ — Prequalification Questionnaire Request for Qualifications - GC 60 QUESTION # QUESTION SCORING 4. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a public construction project when one was required? ❑ Yes ❑ No If "Yes," provide details on a separate signed sheet indicating the date when your firm was denied coverage and the name of the company or companies which denied coverage; and the period during which you had no surety bond in place. No = 5 points Yes = 0 points Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-20 SOQ — Prequalification Questionnaire 61 SECTION CRITERIA # of QUESTIONS SCORING III Part 1 — OSHA and Environmental Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has OSHA (Federal or State) cited and assessed penalties against your firm for any "willful" or "repeat" violations of its safety or health regulations in the past five years? Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attached a separate signed page describing the citations, including information about the dates of the citations, the nature of the violation, the project on which the citation(s) was or were issued, the amount of penalty paid, if any. If the citation was appealed to the Occupational Safety and Health Appeals Board and a decision has been issued, state the case number and the date of the decision. Number of Instances: One instance is one inspection by OSHA If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 such instance 0 points for "Yes" if more than 1 such instance. If the firm's average annual gross revenues for the last three years was >$100 million: 5 points for "No." 3 points for "Yes" indicating 1 or 2 such instances. 0 points for "Yes" if more than 2 such instances. 2. Has the Federal or State Occupational Safety and Health Administration cited and assessed penalties against your firm for "serious" violations in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: One instance is one inspection by OSHA If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 or 2 such instances. 2 points for "Yes" indicating 3 such instances. 0 points for "Yes" if more than 3 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for "No" 3 points for "Yes" indicating 1, 2 or 3 such instances. 2 points for "Yes" indicating 4 such instances. 0 points for "Yes" if more than 4 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-21 SOQ — Prequalification Questionnaire Request for Qualifications - GC 62 QUESTION # QUESTION SCORING 3. Has any state EPA or any Air Quality Management District or any Regional Water Quality Control Board cited and assessed penalties against either your firm or the owner of a project on which your firm was the contractor, in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. 4. Has the FRA provided your firm with any notices of probable violation that resulted in an assessment of civil penalties in the past five years? ❑ Yes ❑ No If "yes," attached a separate signed page describing the notices, including information about the dates of the notices, the nature of the violation, the project on which the notice(s) was or were issued, and the actions taken to remedy the violation. Number of Instances: One instance is one inspection by the FRA If the firm's average annual gross revenues for the last three years was < $100 million: 3 points for "No." 1 point for "Yes" indicating 1 or 2 such instances. 0 points for "Yes" if more than 2 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 3 points for "No." 1 points for "Yes" indicating 1 to 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-22 SOQ — Prequalification Questionnaire 63 QUESTION # QUESTION SCORING 5. List your firm's Experience Modification Rate (EMR) (Workers' Compensation Insurance) for each of the past three premium years and this premium year. Attach a copy of the current and past three (3) years of Worker's Compensation Insurance as proof of EMR(s) per RFQ Section 3.4B. Note: An Experience Modification Rate is issued to your firm annually by your workers' compensation insurance carrier. Current year 2012: 2011: 2010: 2009: 3 -year average: If your organization's EMR for any of the four years shown above is or was 1.00 or higher, please attach a letter of explanation. 5 points for three-year average less 3 points for three-year average more than .95 but no more than 0 points for any other EMR EMR of .95 or of EMR of 1.00 6. Within the last five years, has there ever been a period when your firm had employees, but was without workers' compensation insurance or state -approved self-insurance? ❑ Yes ❑ No If "yes," please explain the reason for the absence of workers' compensation insurance on a separate signed page. If "No," please provide a statement by your current workers' compensation insurance carrier (and any others if carrier has changed in the last five years) that verifies periods of workers' compensation insurance coverage for the last five years. (If your firm has been in the construction business for less than five years, provide a statement by your workers' compensation insurance carrier verifying continuous workers' compensation insurance coverage for the period that your firm has been in the construction business.) Number of Instances: 5 points for either "No" or "Yes" indicating 1 such instance. 0 points for any other answer Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-23 SOQ — Prequalification Questionnaire 64 SECTION CRITERIA # of QUESTIONS SCORING III Part 2 —Wage Laws and Apprenticeship Compliance Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has there been more than one occasion during the last five years on which your firm was required to pay either back wages or penalties for your own firm's failure to comply with the state's prevailing wage laws? NOTE: This question refers only to your own firm's violation of prevailing wage laws, not to violations of the prevailing wage laws by one of your subcontractors. ❑ Yes ❑ No If "yes," attach a separate signed page or pages, describing the nature of each violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid and the amount of back wages and penalties that you were required to pay. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. 2. During the last five years, has there been more than one occasion on which your own firm has been penalized or required to pay back wages for failure to comply with the federal Davis -Bacon prevailing wage requirements? ❑ Yes ❑ No If "yes," attach a separate signed page or pages describing the nature of the violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid, the amount of back wages you were required to pay along with the amount of any penalty paid. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-24 SOQ — Prequalification Questionnaire 65 QUESTION # QUESTION SCORING 3. Provide the name, address and telephone number of the apprenticeship program sponsor(s) (approved by the State Apprenticeship Council) from whom you intend to request the dispatch of apprentices to your company for use on any public work project for which you are awarded a contract by the RCTC. List: 5 points if at least one approved apprenticeship program is listed. 0 points for any other answer. 4. If your firm operates its own State - approved apprenticeship program: A. Identify the craft or crafts in which your firm provided apprenticeship training in the past year, and the year in which each apprenticeship program was approved. B. Attach evidence of the most recent State Apprenticeship Council approval(s) of your apprenticeship program(s). C. State and provide evidence of the number of individuals who were employed by your firm as apprentices at any time during the past three years in each apprenticeship and the number of persons who, during the past three years, completed apprenticeships in each craft while employed by your firm. 5 points if one or more persons completed an approved apprenticeship while employed by your firm. 0 points if no persons completed an approved apprenticeship while employed by your firm. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-25 SOQ — Prequalification Questionnaire 66 QUESTION # QUESTION SCORING 5. At any time during the last five years, has your firm been found to have violated any provision of any state apprenticeship laws or regulations, or the laws pertaining to use of apprentices on public works? ❑ Yes ❑ No If "yes," provide the date(s) of such findings, and attach copies of the Department's final decision(s). Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instances. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" and more than 6 such instances. 6. Has any violation of the Contractor's State License Law regarding personal income tax withholding or Federal Insurance Contribution Act (FICA) withholding requirements settled against the firm? If the answer is "Yes," explain on a separate, signed page and attach. Number of Instances: 5 points for either "No," or "Yes" indicating either 1 or 2 such instances. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-26 SOQ — Prequalification Questionnaire 67 SECTION CRITERIA # of QUESTIONS SCORING IV Completion of Recent 7 Yes = 5 points Projects No = 0 points QUESTION QUESTION SCORING In the last 12 years, has your organization provided commuter railway projects that are similar to the Perris Valley Line Commuter Rail Extension Project in terms of scope, complexity, and value as described herein, and specifically, projects that have the following similarities? 1. Experience managing construction of commuter Section V Project No(s).demonstrating this experience: railways? • Yes ■ No Five (5) points for YES Zero (0) points for NO 2. Experience managing construction or rehabilitation least 10 miles in length? Section V Project No(s).demonstrating this experience: of railways • Yes at • No Five (5) points for YES Zero (0) points for NO 3. Experience performing or managing construction signalizations, communications, and train control Section V Project No(s).demonstrating this experience: of specialized systems? • Yes • No Five (5) points for YES Zero (0) points for NO 4. Experience performing or managing construction commuter stations? Section V Project No(s).demonstrating this experience: of passenger • Yes / ■ No Five (5) points for YES Zero (0) points for NO 5. Experience performing or managing upgrades to crossings under Class 2 live freight environment? Section V Project No(s).demonstrating this experience: existing • Yes grade ■ No Five (5) points for YES Zero (0) points for NO 6. Experience performing or managing track construction upgrades under Class 2 live freight environment? Section V Project No(s).demonstrating this experience: and • Yes • No Five (5) points for YES Zero (0) points for NO 7. Experience performing or managing the maintenance railroad while upgrading track? Section V Project No(s).demonstrating this experience: of freight ■ Yes ■ No Five (5) points for YES Zero (0) points for NO Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-27 SOQ — Prequalification Questionnaire 68 V Quality of Performance 14 Based on Interview Interview Results Questions In support of the answers given in Section IV, Completion of Recent Projects, provide information about no more than five (5) projects most recently completed or in progress by your company as a general contractor in the last twelve (12) years that are similar to this project's scope, complexity and value for construction of commuter railway projects, including, but not limited to: • Commuter railway at least 10 miles in length and stations; • Involving Class 2 freight rail; • Specialized signalizations, communications, and train control systems; • Passenger/commuter station construction; • Construction of new grade crossings under live freight environment; • Constructing and upgrading track under live freight environment; and • Maintenance of freight railroad while upgrading track. Projects and references must be current and verifiable. Prospective bidders are encouraged to present projects that the Project Manager, Field Superintendent and Safety Manager have worked on within the last twelve years that are comparable to the Perris Valley Line Commuter Rail Extension Project, as described herein. Prospective bidder must provide information about projects that are similar to this project's scope, complexity and value as described above. Contact for references must be a Project Manager or Assistant Project Manager and alternate for both Owner and Engineer. Please provide their titles on the project references. RCTC will interview the Primary Owner Contact or Alternate Owner Contact identified on the Relevant Project Data Sheets for the purpose of obtaining scores for each of the 14 Interview Questions that appear on pages B-44 and B-45 of this RFQ. In the event that the Owner representative states that they do not have sufficient knowledge to answer any specific question(s), RCTC will contact one of the Engineer/Designer representatives identified on the Relevant Project Data Sheets to obtain an response to any unanswered questions for scoring. Prospective bidders are encouraged to notify references to ensure their availability to be interviewed during the SOQ evaluation period following submittal of the SOQ, as outlined in Section 2.2 of the RFQ. RCTC will use interview question scores from only two (2) of the projects provided as references (maximum five Relevant Project Data Sheets) to determine if the minimum passing score of 170 points out of 260 has been achieved. Projects that score less than 85 points will be eliminated from consideration in determining the minimum passing score. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-28 SOQ — Prequalification Questionnaire 69 RELEVANT PROJECT DATA SHEET PROJECT NO. 1 a. Photos of Project: Progress Photos Attached Completed Project Photos Attached b. Project Name: c. Location: d. Owner: e. Primary Owner Contact (name and current phone number): Alternate Owner Contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer Contact (name and current phone number): h. General Contractor (name and current phone number): i. Description of Project: J• Identification of Project: Commuter railway ;Station construction Construction of new grade crossings Track upgrades ;Class I live freight environment Specialized signalizations, communications, and/or train control systems ; Other- Explain Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-29 SOQ — Prequalification Questionnaire 70 k. Scope of Work self -performed by your company as a general contractor: I. Explain relevance to this project: m. Total value of Project if known: n. Total value of Subcontracts (including change orders): o. Original Scheduled Completion Date: p. Time Extensions Granted (number of days): q. Actual Date of Completion: r. Liquidated Damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, Claims, Dispute Proceeding & Arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section I I, Part 4 — Disputes): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-30 SOQ — Prequalification Questionnaire 71 t. Termination for Cause / Disciplinary Actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, Citations, and/or Commendations, Including Environmental (indicate name, year received, and work for which award, citation, or commendation was received): General Contractor's Team: Project Manager: Superintendent: Safety Manager: Specialty Subcontractors (train controls, signals & communication, grade crossing warning systems, track work): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-31 SOQ — Prequalification Questionnaire 72 RELEVANT PROJECT DATA SHEET PROJECT NO. 2 a. Photos of Project: Progress Photos Attached Completed Project Photos Attached b. Project Name: c. Location: d. Owner: e. Primary Owner Contact (name and current phone number): Alternate Owner Contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer Contact (name and current phone number): h. General Contractor (name and current phone number): i. Description of Project: j. Identification of Project: Commuter railway ;Station construction Construction of new grade crossings Track upgrades ; Class I live freight environment Specialized signalizations, communications, and/or train control systems Other- Explain Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-32 SOQ — Prequalification Questionnaire 73 k. Scope of Work self -performed by your company as a general contractor: I. Explain relevance to this project: m. Total value of Project if known: n. Total value of Subcontracts (including change orders): o. Original Scheduled Completion Date: p. Time Extensions Granted (number of days): q. Actual Date of Completion: r. Liquidated Damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, Claims, Dispute Proceeding & Arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section I I, Part 4 — Disputes): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-33 SOQ — Prequalification Questionnaire 74 t. Termination for Cause / Disciplinary Actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, Citations, and/or Commendations, Including Environmental (indicate name, year received, and work for which award, citation, or commendation was received): General Contractor's Team: Project Manager: Superintendent: Safety Manager: Specialty Subcontractors (train controls, signals & communication, grade crossing warning systems, track work): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-34 SOQ — Prequalification Questionnaire 75 RELEVANT PROJECT DATA SHEET PROJECT NO. 3 a. Photos of Project: Progress Photos Attached Completed Project Photos Attached b. Project Name: c. Location: d. Owner: e. Primary Owner Contact (name and current phone number): Alternate Owner Contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer Contact (name and current phone number): h. General Contractor (name and current phone number): i. Description of Project: j. Identification of Project: Commuter railway ;Station construction Construction of new grade crossings Track upgrades ; Class I live freight environment Specialized signalizations, communications, and/or train control systems Other- Explain Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-35 SOQ — Prequalification Questionnaire 76 k. Scope of Work self -performed by your company as a general contractor: I. Explain relevance to this project: m. Total value of Project if known: n. Total value of Subcontracts (including change orders): o. Original Scheduled Completion Date: p. Time Extensions Granted (number of days): q. Actual Date of Completion: r. Liquidated Damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, Claims, Dispute Proceeding & Arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-36 SOQ — Prequalification Questionnaire 77 t. Termination for Cause / Disciplinary Actions (indicate if any and provide details in response to Question 2 in Questionnaire Section 11, Part 4 — Disputes, including owner contact information): u. Awards, Citations, and/or Commendations, Including Environmental (indicate name, year received, and work for which award, citation, or commendation was received): General Contractor's Team: Project Manager: Superintendent: Safety Manager: Specialty Subcontractors (train controls, signals & communication, grade crossing warning systems, track work): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-37 SOQ — Prequalification Questionnaire 78 RELEVANT PROJECT DATA SHEET PROJECT NO. 4 a. Photos of Project: Progress Photos Attached Completed Project Photos Attached b. Project Name: c. Location: d. Owner: e. Primary Owner Contact (name and current phone number): Alternate Owner Contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer Contact (name and current phone number): h. General Contractor (name and current phone number): i. Description of Project: J• Identification of Project: Commuter railway ;Station construction Construction of new grade crossings Track upgrades ;Class I live freight environment Specialized signalizations, communications, and/or train control systems ; Other- Explain Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-38 SOQ — Prequalification Questionnaire 79 k. Scope of Work self -performed by your company as a general contractor: I. Explain relevance to this project: m. Total value of Project if known: n. Total value of Subcontracts (including change orders): o. Original Scheduled Completion Date: p. Time Extensions Granted (number of days): q. Actual Date of Completion: r. Liquidated Damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, Claims, Dispute Proceeding & Arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section I I, Part 4 — Disputes): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-39 SOQ — Prequalification Questionnaire 80 t. Termination for Cause / Disciplinary Actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, Citations, and/or Commendations, Including Environmental (indicate name, year received, and work for which award, citation, or commendation was received): General Contractor's Team: Project Manager: Superintendent: Safety Manager: Specialty Subcontractors (train controls, signals & communication, grade crossing warning systems, track work): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-40 SOQ — Prequalification Questionnaire 81 RELEVANT PROJECT DATA SHEET PROJECT NO. 5 a. Photos of Project: Progress Photos Attached Completed Project Photos Attached b. Project Name: c. Location: d. Owner: e. Primary Owner Contact (name and current phone number): Alternate Owner Contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer Contact (name and current phone number): h. General Contractor (name and current phone number): i. Description of Project: j. Identification of Project: Commuter railway ;Station construction Construction of new grade crossings Track upgrades ;Class I live freight environment Specialized signalizations, communications, and/or train control systems Other- Explain Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-41 SOQ — Prequalification Questionnaire 82 k. Scope of Work self -performed by your company as a general contractor: I. Explain relevance to this project: m. Total value of Project if known: n. Total value of Subcontracts (including change orders): o. Original Scheduled Completion Date: p. Time Extensions Granted (number of days): q. Actual Date of Completion: r. Liquidated Damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, Claims, Dispute Proceeding & Arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-42 SOQ — Prequalification Questionnaire 83 t. Termination for Cause / Disciplinary Actions (indicate if any and provide details in response to Question 2 in Questionnaire Section 11, Part 4 — Disputes, including owner contact information): u. Awards, Citations, and/or Commendations, Including Environmental (indicate name, year received, and work for which award, citation, or commendation was received): General Contractor's Team: Project Manager: Superintendent: Safety Manager: Specialty Subcontractors (train controls, signals & communication, grade crossing warning systems, track work): Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-43 SOQ — Prequalification Questionnaire 84 SCORING GUIDELINES FOR INTERVIEW QUESTIONS DO NOT RETURN WITH QUESTIONNAIRE QUESTION # QUESTION SCORING 1. Are there any outstanding stop notices, liens, or claims by the Contractor that are currently unresolved on contracts for which notices of completion were recorded more than 120 days ago? Number outstanding: One (1) point for each is deducted from overall score Maximum amount to be deducted is five (5) points For questions 2 — 14, please provide your answer based on a scale of 0 - 10, with 10 being the best 2. Did the Contractor provide adequate personnel? Maximum 10 points 3. Did the Contractor provide adequate supervision? Maximum 10 points 4. Was there adequate equipment provided on the job? Maximum 10 points 5. Was the Contractor timely in providing reports and other paperwork, including change order paperwork and scheduling updates? Maximum 10 points 6. Did the Contractor adhere to the project schedule that your agency/organization approved? Maximum 10 points 7. Was the project completed on time? Maximum 10 points. If the answer is "no," on a scale of 1-10, with 10 being the best, to what extent was the Contractor responsible for the delay in completion? 8. Did Contractor complete track back -in- service requirements per the contract documents? Maximum 10 points 9. Rate the Contractor on the timely submission of reasonable cost and time estimates to perform change order work. Maximum 10 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC B-44 SOQ — Prequalification Questionnaire 85 QUESTION # QUESTION SCORING 10. How well has the Contractor performed the work after a change order was issued, and how well the Contractor integrated the change order work into the existing work? Maximum 10 points 11. How has the Contractor been performing in the area of turning in Operation & Maintenance manuals, completing as - built drawings, providing required training and taking care of warranty items? Maximum 10 points 12. Were there an unusually high number of claims, given the nature of the project, or unusual difficulty in resolving them? Maximum 10 points 13. Rate the Contractor with respect to timely payments by the Contractor to either Sub -Contractors or suppliers. If person being interviewed knows of no such difficulties, the score should be "10" 14. Quality of the work overall? Maximum 10 points Nothing herein shall be construed to limit the right of RCTC to consider and evaluate information provided by a reference that may not be directly responsive to the foregoing questions. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-45 SOQ — Prequalification Questionnaire 86 DECLARATION IN SUPPORT OF ANSWERS TO QUESTIONNAIRE To the RCTC: I, the undersigned, certify and declare that I have read all the foregoing answers to this prequalification questionnaire and know their contents. The matters stated in the questionnaire answers are true to the best of my knowledge, except as to those matters stated on information and belief, and as to those matters I believe them to be true. I declare under penalty of perjury under the laws of the State of California, that the foregoing is correct. IF A SOLE OWNER OR SOLE CONTRACTOR, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of proprietor IF A PARTNERSHIP, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of each member of partnership: (Indicate character of each partner — general or special.) IF A CORPORATION SIGN HERE: A corporation requires the signature of two corporate officers. One signature shall be that of the Chairman of the Board, the President or any Vice President, and the second signature shall be that of the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer of such corporation. (1) Name under which business is conducted (2) First Signature of Chairman of Board (3) Second Signature with official title of officer authorized to sign for the corporation (IMPRESS) (CORPORATE SEAL HERE) Incorporated under the laws of the State of IF A JOINT VENTURE, SIGN HERE: (1) Name of the Joint Venture (2) Signature and official title of person authorized to sign on behalf of the Joint Venture (3) Name of each entity (or person) comprising the joint venture and its state of incorporation, if applicable Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project B-46 SOQ — Prequalification Questionnaire 87 APPENDIX C: PRE -QUALIFICATION FORMS Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project 88 Form A TRANSMITTAL LETTER BIDDER: SOQ No.: SOQ Date: 12-33-024-00 [Insert Date] Riverside County Transportation Commission 4080 Lemon Street, 3rd floor Riverside, CA 92501 Attn: Mr. Matthew Wallace The undersigned ("Bidder") submits this Statement of Qualification submittal (this "SOQ") in response to that certain Request for Qualifications dated as of (as amended, the "RFQ"), issued by Riverside County Transportation Commission ("RCTC") to construct the Perris Valley Line Commuter Rail Extension Project as described in the RFQ. Enclosed, and by this reference incorporated herein and made a part of this SOQ, are the following: • Form A — Transmittal letter • Form II— Bidder SOQ Certification • Bidder's Organization Information (page B-2) • Financial Institution References (page B-3) • General Contractor Information Form (page B-4) • Completed Pre -qualification Questionnaire (Sections I — V) • Declaration in Support of Answers to Questionnaire (page B- 46) • Supporting Documentation for Pre -qualification Questionnaire o I -Q2: Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D o I -Q4: Copies of audited Financial Statements with accompanying notes and supplemental information as per RFQ Section 3.3B o I -Q5: Line of Credit Letter as per RFQ Section 3.3E o I -Q6: Dun & Bradstreet Report as per RFQ Section 3.3F o I -Q7: Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per RFQ Section 3.3A Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-1 SOQ Form A 89 Form A TRANSMITTAL LETTER o III Part 1-Q5: Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR(s) per RFQ Section 3.4B o V: Project Photos for the Relevant Project Data Sheets per RFQ Section 3.5B • Explanations of Answers to Pre -qualification Questionnaire o Explanations on separate, signed pages, as needed, in the same order as the questions appear in the Prequalification Questionnaire. • Form B — Backlog and Financial Information per RFQ Section 3.3C • Form E— Safety Questionnaire per RFQ Section 3.4 • Form F— Bidder's Provisional Overall DBE Project Goal Declaration Affidavit per RFQ Section 1.17 • Form G — Small Business Subcontracting Plan Summary per RFQ Section 1.17 List only if applicable: • Sections IV & V, Appendix B of RFQ 12-33-025-00 for Systems Work pre -qualification • Sections IV & V, Appendix B of RFQ 12-33-026-00 for Track Work pre -qualification • Copy of valid and current license(s) required to perform specialty trades work • Copy of "Control of Drug and Alcohol Use" policy and evidence of FBA's acceptance of the policy to meet the responsibility to comply with 49 CFR 219 while performing Systems Work. Bidder acknowledges receipt, understanding, and full consideration of all materials posted on RCTC's website (www.rctc.org/rfps.asp) as set forth in Section 1.5 and Section 1.11, and the following addenda and sets of questions and answers to the RFQ: [Bidder to list any addenda to this RFQ and sets of questions and answers by dates and numbers prior to executing Form A.] Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-2 SOQ Form A 90 Form A TRANSMITTAL LETTER Bidder represents and warrants that it has read the RFQ and agrees to abide by the contents and terms of the RFQ and the SOQ. If the Bidder consists of more than one entity, all members of the Bidder entity agree to accept joint and several liability for performance under the Contract. Bidder understands that RCTC is not bound to pre -qualify any Bidder and may reject each SOQ RCTC may receive. Bidder further understands that all costs and expenses incurred by it in preparing this SOQ and participating in the Project procurement process will be borne solely by the Bidder. Bidder agrees that RCTC will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this SOQ. This SOQ shall be governed by and construed in all respects according to the laws of the State of California. Bidder's business address: (No.) (Street) (Floor or Suite) (City) (State or Province) (ZIP or Postal Code) (Country) State or Country of Incorporation/Formation/Organization: [insert appropriate signature block from, following pages] Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-3 SOQ Form A 91 Form A TRANSMITTAL LETTER 1. Sample signature block for corporation or limited liability company: [Insert Bidder's name] By: Print Name: Title: 2. Sample signature block for partnership or joint venture: [Insert Bidder's name] By: [Insert general partner's or equity member's name] By: Print Name: Title: [Add signatures of additional general partners or equity members as appropriate] 3. Sample signature block for attorney in fact: [Insert Bidder's name] By: Print Name: Attorney in Fact Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-4 SOQ Form A 92 Form B BACKLOG AND FINANCIAL INFORMATION Name of Bidder: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Bidders are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Bidder Entities and Firm Names Contracts in Force (Number) Total Contract Value (US$ millions) Value of Work Remaining by Year ( US $ millions) 2012 2013 2014 Principal/Major Participant: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-5 93 Request for Qualifications - GC SOQ Form B Form B BACKLOG AND FINANCIAL INFORMATION Name of Bidder: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Bidders are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Firm Name Proposals 1 Bids Out- standing (Number) Total Potential Value (US$ millions) Principal/Major Participant: Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-6 SOQ Form B 94 Form C BIDDER'S CLARIFICATION REQUEST DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Bidder/Firm Name: Date of Question: Date of RCTC Response: RFQ Section No. or Appendix Question Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-7 Request for Qualifications -GC SOQ Form C 95 Form D BIDDER COMMENTS FORM DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Bidder/Firm Name: Date of Comment: Date of RCTC Response: Document Reference Comment Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-8 Request for Qualifications - GC SOQ Form D 96 Form E Safety Questionnaire Name of Bidder: Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Bidders to address subject areas identified in the tables and questions below, Bidder shall add additional lines within each subject area as appropriate. Form E has no SOQ page limitation. 1. Provide the following information for the past 3 years: Item 2009 2010 2011 Experience Modification Rate Lost Work Rate Employee hours worked (Do not include non -work time, even though paid) Number of lost workday cases Number of restricted workday cases Number of cases with medical attention only Number of fatalities 3 -Year Average Experience Modification Rate: 3 -year Average Loss Work Rate: 2. Are internal accident reports and report summaries sent to management? To what levels and how often? Position No Yes Monthly Quarterly Annually 3. Do you hold site meetings for supervisors? Yes No How Often? Weekly Biweekly Monthly Less often, as needed Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-9 SOQ Form E 97 Form E Safety Questionnaire 4. Do you conduct Project Safety Inspections? Yes No By Whom? How Often? Weekly Biweekly Monthly 5. Does the firm have a written Safety Program? Yes No (If yes, attach the Safety Program cover page, table of contents, and signed and dated approval of the Safety Program) 6. Does the firm have an orientation program for new hires? Yes No If yes, what safety items are included? 7. Does the firm have a program for newly hired or promoted foremen? Yes No If yes, does it include instruction of the following? Topic Yes No Safety Work Practices Safety Supervision On -site Meetings Emergency Procedures Accident Investigation Fire Protection and Prevention New Worker Orientation 8. Does the firm hold safety meetings which extend to the laborer level? Yes No How often? Daily Weekly Bi-Weekly Less often, as needed Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-10 98 Request for Qualifications - GC SOQ Form E Form F Bidder's Provisional Overall DBE Project Goal Declaration Affidavit STATE OF COUNTY OF Each of the undersigned, being first duly sworn, deposes and says that (Contact Name) is the of and is the (Title) (Company) (Contact Name) (Title) of , which entity(ies) are the (Company) (Joint Venture/Partnership, Other) of , the entity making the foregoing Proposal. (Joint Venture Company) The Bidder hereby affirms that it is committed to fully complying with U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race - Neutral) of 12.4% for the project period as further defined in the IFB, when issued, and that by submitting a Small Business Subcontracting Plan Summary (Form G) it understands that RCTC encourages the participation of small businesses, including certified DBE firms, in the performance of subcontracts on the resulting contract. (Signature) (Signature) (Name Printed) (Name Printed) (Title) (Title) Subscribed and sworn to before me this [Seal] day of , 20 Notary Public in and for said County and State My commission expires: [Duplicate or modify this form as necessary so that it accurately describes the entity making the SOQ submittal and so that it is signed on behalf of all partners/members of the proposing firm.] A COPY OF THIS CERTIFICATION MUST BE COMPLETED AND SIGNED BY BIDDER AND, IF A BIDDER IS A PARTNERSHIP, LIMITED PARTNERSHIP, JOINT VENTURE OR OTHER ASSOCIATION, THEN A SEPARATE CERTIFICATION MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH MEMBER AND SUBMITTED WITH THE STATEMENT OF QUALIFICATIONS. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-11 SOQ Form F 99 Form G Small Business Subcontracting Plan Summary Name of Bidder: Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Bidders to address subject areas identified in the table and items below, Bidder shall add additional lines within each subject area as appropriate. Form G has a three page limitation Provide the following information: Small Business Subcontracting Plan Summary The following items shall be included in the Small Business Subcontracting Plan Summary: Small Business Subcontracting Plan Summary 1. The estimated percentage participation level of SB subcontracts to be awarded 2. The areas of work anticipated to be subcontracted to small business firms 3. The efforts the Bidder would undertake if awarded the Contract to breakdown subcontract opportunities to a size small businesses can reasonably perform Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-12 Request for Qualifications - GC SOQ Form G 100 Form G Small Business Subcontracting Plan Summary 4. Describe what efforts would be undertaken to advertise in various media about potential small business subcontracting opportunities 5. Describe contemplated means of notifying potential small businesses to determine their interest in subcontract opportunities and plans to follow up on initial responses by small businesses. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-13 SOQ Form G 101 Form H Bidder SOQ Certification DECLARATION STATE OF COUNTY OF I, (printed name) , being first duly sworn, state that I am the (title) of the Bidder. I, the undersigned, certify and declare that I have read all the foregoing answers to the attached Statement of Qualifications (SOQ) and know their contents. The matters stated in the SOQ or in any supplemental documents submitted with the SOQ are true of my own knowledge and belief, except as to those matters stated on information and belief, and as to those matters I believe them to be true. I declare under PENALTY OF PERJURY under the laws of the State of California, that the foregoing is correct. I further acknowledge that any false, deceptive, or fraudulent statements in the SOQ will result in denial of pre -qualification status. (Signature) (Name Printed) ACKNOWLEDGMENT On this (date) before me, (name and title of officer) personally appeared, (name of signer above), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary Public in and for said County and State [Seal] My commission expires: Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project C-14 SOQ Form H 102 APPENDIX D: PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project 103 Appendix D Pre -qualification Evaluation Scoring Procedure & Matrices Not all of the questions in the Pre -qualification Questionnaire (Appendix B) are "scorable;" some are strictly informational while others are based on a point system, as indicated in the questionnaire. This section explains the minimum scores required to pass, and the maximum points possible that a bidder can score in each section. At the end of this section, a series of matrices are provided that further detail the minimum passing scores. SECTION CRITERIA SCORING I Essential Requirements for Qualification PASS/FAIL II Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding SCORABLE III OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record SCORABLE IV Completion of Recent Projects SCORABLE V Quality of Performance (relevant project examples and interview questions) SCORABLE (based upon interview results) Scores Needed for Pre -qualification To pre -qualify, a prospective Bidder must achieve a passing score within each of the four scorable areas of the pre - qualification questionnaire referenced above: • Section I, "Essential Requirements for Qualification," is strictly scored on a "pass/fail" basis. All answers must be scored as "pass" and all requested information must be submitted with the SOQ for this section to be determined to have a passing score. Failure on any one item will result in disqualification. • Section II, "Current Organization & Structure of the Business, History of the Business and Organizational Performance, Licenses, Disputes, Criminal Matters, and Bonding," requires a passing score of 58 out of a maximum score of 76. • Section III, "OSHA and Environmental Record, and Wage Laws & Apprenticeship Compliance Record," requires a passing score of 43 out of a maximum score of 58 points. • Section IV, "Completion of Recent Projects," consists of seven yes -or -no questions regarding very specific types of construction experience and requires a passing score of 25 out of a maximum score of 35. • Section V, "Quality of Performance" requires prospective Bidders to submit no more than 5 relevant project examples to demonstrate Bidder's relevant experience and satisfactory performance of work. Information provided on these data sheets will be confirmed by RCTC through interviews with the project owners. Of the projects submitted, at least two projects must each achieve a score of 85 points or more in order for Bidder to pass this portion of the prequalification process (a minimum total passing score of 170 points). Project interviews that score less than 85 points will be eliminated. A maximum of 130 points can be earned per interview, with a maximum combined total score of 260 points over two projects. Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project D-1 SOQ Scoring Procedure and Matrices 104 The following matrices detail the scoring criteria required to pass each section of the Pre -qualification Questionnaire. MATRIX # SECTION SCORABLE QUESTIONS 1 2 3 4 5 6 Scoring Summary Section 1: Essential Requirements for Qualification Section II: Part 1- Current Organization & Structure of the Business Part 2 - History of the Business and Organizational Performance Part 3 — Licenses Part 4 — Disputes Part 5 — Criminal Matters Part 6 - Bonding Section III: Part 1 — OSHA and Environmental Record Part 2 — Wage Laws & Apprenticeship Compliance Record Section IV: Completion of Recent Projects Section V: Quality of Performance — Interview Questions All 11 Pass/Fail or Disqualified Part 1 — Informational Part 2: 5.7 Part 3: 5 Part 4: 2-7 Part 5: 1-4 Part 6: 2,4 Part 1: 1-6 Part 2: 1-6 1-7 1-14 Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project D-2 SOQ Scoring Procedure and Matrices 105 Bidder's Name: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Evaluation Matrix for Pre -Qualification Questionnaire (see Appendix B) Scoring Summary Minimum Maximum ACTUAL Scoring Areas Score Score Score Section 1 - Essential Requirements for Qualification Pass All Pass All Section II - Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding 58 76 Section III - OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record 43 58 Section IV- Completion of Recent Projects 25 35 Section V - Quality of Performance (relevant project examples and interview questions*) 170 260 NOTES * 85 minimum/130 maximum per project. Total evaluation is based on scores on two projects. Riverside County Transportation Authority Perris Valley Line Commuter Rail Extension Project 1D Request for Qualifications - GC SOQ Scoring Summary Bidder: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Prequalification Evaluation Matrix (see Appendix B) Section I - Essential Requirements for Qualification Question Number Scoring Range Pass/Fail Comments Failure Score Passing Score Actual Score 1 No Yes Valid California Contractor's License 2 No Yes General Liability Insurance 3 No Yes Current Workmens' Compensation Insurance Policy 4 No Yes Audited financial statement - copies of last three years 5 No Yes Submittal only - Letter verifying credit 6 No Yes Submittal only - Dun & Bradstreet report 7 No Yes Submittal only - Notarized statement from an admitted surety company approved by California Dept. of Insurance 8 Yes No Appealable with explanation - Revoked license 9 Yes No Appealable with explanation - Surety completed work on Contractor's behalf 10 Yes No Ineligible to bid/award on any Public Works contract 11 Yes No Appealable with explanation - firm or owner convicted of a crime Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project 1V7 Request for Qualifications - GC SOQ Section I Scoring Bidder: Construction Prequalification Riverside County Transportation Commission of the Perris Valley Line Commuter Evaluation Matrix (see Rail Extension Project Appendix B) Section 11 - Part 2: History of the Business & Org. Performance Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 5 0 5 6 0 3 7 0 3 Section 11 - Part 3: Licenses 5 0 5 Section 11 - Part 4: Disputes 2 0 5 3 0 5 4 0 5 5 0 5 6 -5 5 7 0 5 Section 11 - Part 5: Criminal Matters 1 -5 5 2 -5 5 3 -5 5 4 -5 5 Section 11 - Part 6: Bonding 2 0 5 4 0 5 Total Minimum Passing Score 58 76 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Request for Qualifications - GC SOQ Section II Scoring Bidder: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Prequalification Evaluation Matrix (see Appendix B) Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 1 0 5 2 0 5 3 0 5 4 0 3 5 0 5 6 0 5 5-cti•n III - ' .rt2: W- • - L-ws : A • •r-ntic-shi• C•m•Ii -nc- - -c•r• 1 0 5 2 0 5 3 0 5 4 0 5 5 0 5 6 0 5 Total Minimum Passing Score 43 58 Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project fbc-i3 SOQ Section 111 Scoring Bidder: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Pre -Qualification Evaluation Matrix ( see Appendix B) Section IV - Completion of Recent Projects Question Number Scoring Range Total Actual Score Minimum Possible Score (1) Highest Possible Score (1) 1 0 5 2 0 5 3 0 5 4 0 5 5 0 5 6 0 5 7 0 5 Total Minimum Passing Score 25 35 NOTES than 25 points disqualifies the bidder An actual score of less Riverside County Transportation Commission Request for Qualifications - GC Perris Valley Line Commuter Rail Extension Project fib SOQ Section IV Scoring Bidder: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Prequalification Evaluation Matrix (see Appendix B) Se .. Quality of Perfor • Questions Question Number Scoring Range Total Actual Score Minimum Possible Score (1) Highest Possible Score (1) Actual Score Project Number 1 2 3 4 5 1. 1 -5 0 2 0 10 3 0 10 4 0 10 5 0 10 6 0 10 7 0 10 8 0 10 9 0 10 10 0 10 _ 11 0 10 12 0 10 13 0 10 14 0 10 Total Minimum Acceptable Score 85 130 Notes: with evaluation based on the combined total of two projects less than 170 points over two projects disqualifies the bidder. 170 or more but less than 260 indicates that the RCTC may want to conduct additional interview(s). 'Scores are "per project" A combined score of A combined score of Riverside County Transportation Commission Perris Valley Linle Commuter Rail Extension Project Request for Qualifications - GC SOQ Section V Scoring RIVERSIDE COUNTY TRANSPORTATION COMMISSION REQUEST FOR QUALIFICATIONS (RFQ) No. 12-33-025-00 For Purposes of Pre -Qualifying Specialty Subcontractors (Systems Work) to Submit a Cost Proposal to Pre -qualified General Contractor Bidders to Construct the Perris Valley Line Commuter Rail Extension Project Through a Public Works Construction Contract SUBCONTRACTORS Train Control, Signal & Communication, and Grade Crossing Warning Systems RIVERSIDE COUNTY TRANSPORTATION COMMISSION 4080 Lemon Street, 3rd floor Riverside, CA 92501 Key RFQ Dates: RFQ Advertisement July 23, 2012 Subcontractors' Questions Due September 4, 2012 Responses to Questions Issued to Subcontractors September 10, 2012 SOQ Due Date September 17, 2012 SOQ Evaluation Completed September 27, 2012 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Train Control, Signal & Communication, Grade Crossing Warning Systems ADV- 1 Subcontractor Request for Qualifications 112 SUBJECT: REQUEST FOR QUALIFICATIONS No. 12-33-025-00 SUBCONTRACTORS TRAIN CONTROL, SIGNAL & COMMUNICATION, AND GRADE CROSSING WARNING SYSTEMS PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT To whom it may concern: The Riverside County Transportation Commission ("RCTC") invites Statements of Qualifications ("SOQs") from specific specialty subcontracting entities ("Subcontractors") wishing to submit a cost proposal to provide Train Control, Signal & Communication, and Grade Crossing Warnings Systems services ("Systems Work") to pre -qualified general contractors submitting Bids for the construction of the Perris Valley Line Commuter Rail Extension Project ("Project") through a public works construction contract. RCTC is issuing this Request for Qualifications ("RFQ") 12- 33-025-00 pursuant to Public Contracts Code section 20100, et seq. The purpose of issuing the RFQ is to solicit information that RCTC will evaluate to pre -qualify potential Subcontractors to perform Systems Work for the Project. Pre -qualification will be based on the SOQs provided by responding firms, as set forth in the RFQ. RCTC intends to invite competitive bids from pre -qualified general contractors to perform Project construction work, including work performed by pre -qualified specialty Subcontractors. RCTC's decision will be based on objective evaluation criteria. ONLY PRE -QUALIFIED SUBCONTRACTORS WILL BE ELIGIBLE TO SUBMIT COST PROPOSALS TO PRE - QUALIFIED GENERAL CONTRACTORS FOR THE CONSTRUCTION WORK DESCRIBED IN THE RFQ. ONLY PRE -QUALIFIED SUBCONTRACTORS MAY BE EMPLOYED BY A PRE -QUALIFIED GENERAL CONTRACTOR. ALL OTHER WORK DOES NOT REQUIRE PRE -QUALIFICATION. The Project will be funded with federal dollars, thereby requiring that the successful Subcontractor adhere to all pertinent federal requirements. Subcontractors are advised that successful subcontractors, at the time of award, will be required to hold an appropriate and valid State of California contractor's license. The RFQ contains specific protocols relating to discussions and/or other communications regarding this RFQ. Any violation of these provisions by a Subcontractor may result in the immediate disqualification of that Subcontractor's SOQ. It is RCTC's intent that all Subcontractors obtain the full content of this RFQ. The RFQ Package (including RFQ for general contractors, two (2) RFQs for specialty Subcontractors, the general conditions, special provisions, and plans) is available for review or purchase at: Riverside County Transportation Commission 4080 Lemon Street, Third Floor, Riverside, CA 92501 (951-787-7141) Monday through Thursday (except holidays) 8:00 AM to 11:00 AM and from 1:00 PM to 4:00 PM The non-refundable purchase price for a CD of the RFQ package is $5 if picked up at RCTC's office listed above, and $10 if the CD is to be mailed to the potential Subcontractor by United States Postal Service. Payment may be made in cash presented at the RCTC office or by a check, made payable to "Riverside County Transportation Commission," mailed to or presented at the RCTC office. To ensure RFQ package availability, it is Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Train Control, Signal & Communication, Grade Crossing Warning Systems ADV- 2 Subcontractor Request for Qualifications 113 recommended that potential Subcontractors notify RCTC at least two hours in advance of their intent to purchase the RFQ package at the RCTC office. Addenda, if any, will be published on RCTC's website www.rctc.orq/rfps.asp. RCTC will not be responsible for mailing addenda. SOQs must be submitted no later than 2:00 p.m. Pacific Time on September 17, 2012. All SOQs will be date and time stamped at the time of receipt. SOQs received after the date and time specified will be retumed to the Subcontractor unopened. Faxed or electronically submitted SOQs will not be accepted. See the RFQ package for additional details regarding submission of SOQs. SOQs must be delivered to Mr. Matthew Wallace at the following location by a means other than the U.S. Postal Service: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Matthew Wallace, Procurement Manager RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal -aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26 and subsequent publication of the Federal Register dated June 16, 2003 (Volume 68, Number 115). Sincerely, Matthew Wallace Procurement Manager Riverside County Transportation Commission Riverside County Transportation Commission ADV- 3 Subcontractor Request for Qualifications Penis Valley Line Commuter Rail Extension Project Train Control, Signal & Communication, Grade Crossing Waming Systems 114 TABLE OF CONTENTS 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1 1.1 Introduction 1 1.1.1 SOQ Submission 1 1.2 Understanding the Scoring Criteria 2 1.3 Abbreviations 3 1.4 Definitions 4 1.5 Pre -qualification Procedure 7 1.6 General Description of Work 8 1.7 Federal Requirements 8 1.8 Reserved 8 1.9 Contract Type 8 1.10 Reserved 8 1.11 Addenda 8 1.12 Questions and Clarifications 8 1.13 Rules of Contact 9 1.14 Pre -Contractual Expenses 9 1.15 Subcontractor Requirements 10 1.16 Equal Employment Opportunity 10 1.17 DBE Goal 10 1.18 Labor Policies 11 1.19 Insurance, Bonds, and Guarantees 11 2.0 BACKGROUND INFORMATION 13 2.1 Project Description 13 2.2 Procurement Schedule 13 2.3 RCTC Advisors/Consultant Support 13 3.0 MINIMUM REQUIREMENTS 14 3.1 Subcontractors Transmittal Letter 14 3.2 Legal Structure 14 3.2.1 Minimum Requirement for Legal Structure 14 3.3 Financial Capacity 15 3.3.1 Minimum Requirement for Financial Capacity 15 3.4 Safety Program 16 3.4.1 Minimum Requirement for Safety Program 16 3.5 Firm Experience and Past Performance 16 3.5.1 Minimum Requirement for Firm Experience and Past Performance 16 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems Table of Contents - 115 4.0 EVALUATION PROCESS 17 4.1 SOQ Evaluation 17 4.2 Evaluation Objective 17 4.3 SOQ Evaluation Factors 17 4.3.1 Initial Responsiveness Review 17 4.3.2 Non -Scored SOQ Categories 18 4.3.3 Scored SOQ Categories 18 4.4 Evaluation and Scoring Process 18 4.5 Notification of Pre -Qualification Listing 18 5.0 SOQ SUBMITTAL REQUIREMENTS 19 5.1 General Requirements 19 5.2 Due Date, Time, and Location 19 5.3 Format Requirements 19 5.4 Quantities 20 5.5 Challenges 20 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 20 6.1 Appeal of Pre -Qualification Determination 20 6.1.1 Written Notice of Appeal 20 6.1.2 Protest Officer 21 6.1.3 Contents of Notice of Appeal 21 6.1.4 Time Limit to Submit Notice of Appeal 22 6.1.5 Submission of Rebuttal Evidence/Information 22 6.1.6 Preliminary Fact Finding 22 6.1.7 Executive Director Final Decision on Appeal 22 6.2 Public Records Act 22 7.0 DEBRIEFING MEETINGS 22 8.0 RCTC RESERVED RIGHTS 23 8.1 RCTC Disclaimers 24 PROSPECTIVE SUBCONTRACTOR'S SOQ SUBMITTAL CHECKLIST 25 APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: GENERAL DESCRIPTION OF WORK PRE -QUALIFICATION QUESTIONNAIRE PRE -QUALIFICATION FORMS PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems Table of Contents - 116 Request for Qualifications 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1.1 Introduction The Riverside County Transportation Commission ("RCTC") invites Statements of Qualifications ("SOQs") from specific specialty subcontracting entities ("Subcontractors") wishing to submit a cost proposal to provide Train Control, Signal & Communication, and Grade Crossing Warnings Systems services ("Systems Work") to pre -qualified general contractors submitting Bids for the construction of the Perris Valley Line Commuter Rail Extension Project ("Project") through a public works construction contract. RCTC is issuing this Request for Qualifications ("RFQ") 12- 33-025-00 pursuant to Public Contracts Code section 20100, et seq. The Project, further defined in Appendix A, will be funded with Federal -aid dollars, thereby requiring that the successful Subcontractor adhere to all pertinent Federal requirements. The purpose of this document is to solicit information, in the form of SOQs, that RCTC will evaluate to pre -qualify potential Subcontractors to perform Systems Work for the Project. Pre -qualification will be based on the SOQs provided by responding firms, as set forth in this RFQ. RCTC intends to invite competitive bids from pre -qualified general contractors to perform Project construction work, including work performed by pre -qualified specialty Subcontractors. RCTC's decision will be based on objective evaluation criteria. • ONLY PRE -QUALIFIED SUBCONTRACTORS WILL BE ELIGIBLE TO SUBMIT COST PROPOSALS TO PRE -QUALIFIED GENERAL CONTRACTORS FOR THE CONSTRUCTION WORK DESCRIBED IN THE RFQ. • ONLY PRE -QUALIFIED SUBCONTRACTORS MAY BE EMPLOYED BY A PRE -QUALIFIED GENERAL CONTRACTOR. A prospective Subcontractor who desires to pre -qualify and submit a cost proposal to pre -qualified general contractors must have specific recent and relevant experience completing Systems Work, including multiple grade crossing warning systems on a mixed -use (freight and commuter) rail line with track speeds up to and including 79 MPH while maintaining existing freight service comparable to the Project. 1.1.1 SOQ Submission Please refer to Section 2.2, Procurement Schedule, for the submission deadline for all Subcontractor SOQ submissions. Prospective Subcontractors must submit SOQs within the prescribed deadline. RCTC will evaluate submitted SOQs based on a list of scorable questions and scoring ranges. Only pre -qualified Subcontractors will be allowed to submit cost proposals to pre -qualified General Contractors during the bidding process. RCTC is concurrently pre -qualifying general contractors and specialty Subcontractors from certain specialty trades, as listed below. The RFQ for general contractors and for each specialty subcontractor can be found on RCTC's website and on a CD available for purchase as indicated on Page ADV-2 of this RFQ. Pre -qualified general contractors may only select pre -qualified specialty subcontractor(s) to perform the subject specialty trade work on the Project. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -1 117 • RFQ 12-33-024-00 — General Contractors (Perris Valley Line Commuter Rail Extension Project) • RFQ 12-33-025-00 — Specialty Sub (Train Controls, Signals & Communication, Grade Crossing Warning Systems) • RFQ 12-33-026-00 — Specialty Sub (Track Work Under Active Freight Operations) Prospective Subcontractors may view the list of pre -qualified general contractors and pre -qualified specialty Subcontractors at: http:llwww.rctc.org/rfps.asp after September 27, 2012. Prospective Subcontractors are encouraged to provide, prior to the SOQ submission deadline, feedback to RCTC regarding bidding, the construction processes as described in this RFQ and the draft Project plans and specifications. RCTC will welcome receipt of any information, comments or suggestions that might improve the processes for this Project. Prospective Subcontractors are invited to submit to Matthew Wallace, at mwallace©rctc.orq, suggestions for changes to the draft Contract Documents, which might make it easier and more efficient to administer and construct the Project without diminishing worker safety or work quality while staying in compliance with all local, state, and federal laws. (Use Form D — Subcontractor Comments for this purpose, located in Appendix C). Prospective Subcontractor comments and RCTC responses or comments, if any, will be posted on RCTC's website at http://www.rctc.org/rfps.asp 1.2 Understanding the Scoring Criteria RCTC will evaluate prospective Subcontractors on the basis of the scores received on the Pre -qualification Questionnaire in Appendix B. The scoring ranges and scoring forms are defined and provided in Appendix D. The Pre - qualification Questionnaire is divided into five distinct sections, and Subcontractors must pass all five sections in order to pre -qualify; a "fail" score on any one of the five sections will result in disqualification. The five sections, scoring criteria and pass/fail requirements are summarized below: SECTION I - ESSENTIAL REQUIREMENTS FOR QUALIFICATION Requires a passing score on all 7 pass/fail questions and proper documentation for 5 informative questions. Subcontractor will be disqualified if a "Fail" answer is given on any one of the seven pass/fail questions, or if prospective Subcontractor fails to provide the required documentation. SECTION 11 — ORGANIZATION & STRUCTURE, HISTORY, ORGANIZATIONAL PERFORMANCE, LICENSES, DISPUTES, CRIMINAL MATTERS, BONDING Requires a passing score of 58 out of a maximum of 76 points. Part 1- Current Organization and Structure of the Business — (informational only) Part 2 - History of the Business and Organizational Performance - 7 questions (4 informational / 3 scored) Part 3 - Licenses — 5 questions (4 informational / one scored) Part 4 - Disputes — 7 questions (1 informational / 6 scored) Part 5 - Criminal Matters - 4 questions (all scored) Part 6 - Bonding — 4 questions (2 informational / 2 scored) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-2 118 SECTION III — OSHA AND ENVIRONMENTAL RECORD, WAGE LAWS AND APPRENTICESHIP COMPLIANCE RECORD Requires a passing score of 43 out of a maximum of 58 points. Part 1 - OSHA and Environmental Record — 6 questions (all scored) Part 2 - Wage Laws & Apprenticeship Compliance Record - 6 questions (all scored) SECTION IV — COMPLETION OF RECENT PROJECTS Requires a passing score of 43 out of a maximum of 70 points. Subcontractor will be disqualified if no points are received on any one of the first three questions. 14 questions (all scored) SECTION V — QUALITY OF PERFORMANCE, RELEVANT PROJECT DATA SHEETS, INTERVIEW QUESTIONS Requires a passing score of 170 out of a maximum 260 points (total of two projects) from interviews with project owners of two projects from the maximum five recently completed projects, for which information is provided. 14 interview questions per relevant project example submitted (all scored) 1.3 Abbreviations The following abbreviations are used in this document and are defined as shown below: BNSF Burlington Northern Santa Fe DBE Disadvantaged Business Enterprise EEO Equal Employment Opportunity FTA Federal Transit Administration IFB Invitation for Bids IQA Independent Quality Assurance OJT On the Job Training QA Quality Assurance QC Quality Control QRC Qualification Review Committee RCTC Riverside County Transportation Commission RFQ Request for Qualifications SOQ Statement of Qualifications SCRRA Southern California Regional Rail Authority Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-3 119 t4 Definitions The following terms are used in this document and are defined as shown below: Term Definition Addenda/Addendum Supplemental additions, deletions, and modifications to the provisions of the RFQ issued after the advertisement date of the RFQ. Bid The bid for construction work that a pre -qualified Contractor submits in response to the Invitation for Bids (IFB), including any revisions thereto. Contract The written agreement between RCTC and Contractor setting forth the obligations of the parties with respect to the Project, including, but not limited to, the performance of the Work, the furnishing of labor and materials, and the basis of payment. Contract Documents For purposes of this solicitation, "Contract Documents" collectively refers to all documents contained in the IFB, which includes, but is not limited to, the Notice to prospective Bidders, General Instructions for prospective Bidders, Bid Letter, Bid Price Form (Schedule of Quantities and Prices), Bid Bond Form, or other form of prospective Bidder's Security, List of Subcontractors Form, Non -Collusion Affidavit, Buy America Certificate, Certification of Primary Participant Regarding Debarment, Suspension And Other Responsibility Matters, Certification of Restrictions on Lobbying, Eligibility Certification for Federally Funded Contracts, Equal Employment Opportunity Certificate, Worker's Compensation Certificate, Disadvantaged Business Enterprise (DBE Information), Contract/Award Documents, General Conditions, Special Provisions, Guaranty, Faithful Performance Bond, Payment Bond, Insurance Certificates/OCIP Documentation, any Additional Contractor Certifications, all addenda as issued, Contract Plans, Escrow Bid Documents, and Federal Transit Administration Required Clauses. Contractor The general contractor, if any, that is pre -qualified and eligible to submit a Bid for construction of the Project. Disadvantaged Business Enterprise (DBE) A for-profit small business concern as defined in 49 CFR Part 26. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-4 120 Term Definition Final Acceptance Written confirmation by RCTC that the Project has been completed in accordance with the Contract, with the exception of latent defects and warranty obligations, if any, and has been accepted. Firm For purposes of this solicitation, the term "firm" shall include any affiliates. Independent Quality Assurance Activities that are an unbiased and independent evaluation of all the sampling and testing procedures and equipment calibration. The Independent Quality Assurance for the Project will be performed by RCTC or RCTC's representative. Invitation for Bids (IFB) A written solicitation issued by RCTC seeking Bids to undertake the Project to be used to identify the pre -qualified Contractor offering the best value to RCTC. The IFB will be issued only to pre -qualified Contractors. Major Participant Each of the following entities on the Subcontractor's team: • All partners or joint venture members; • All individuals, persons, proprietorships, partnerships, limited liability partnerships, corporations, professional corporations, limited liability companies, business associations, or other legal entity however organized, holding (directly or indirectly) a 15% or greater equity interest in the Subcontractor. Principal Participant Any of the following entities: • The Subcontractor; • If the Subcontractor is a joint venture, partnership, limited liability company, or other form of association, any joint venture, partner, or member; and/or • Any person holding (directly or indirectly) a 15% or greater equity interest in the Subcontractor. Project The Perris Valley Line Commuter Rail Extension Project. Quality Assurance (QA) All systematic monitoring and evaluation of various aspects of the Project to ensure that standards of quality are being met, thereby providing confidence that all Work complies with the Contract and that all materials incorporated in the Work, all equipment, and all elements of the Work will perform satisfactorily for the purpose intended. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-5 121 Term Definition Quality Control (QC) The total of all activities that are performed by the Contractor, Subcontractor, producer, or manufacturer to ensure that a product meets Contract requirements. Quality Program The overall QC, QA, and associated activities performed by the Contractor and RCTC and their interrelationships to ensure that all Work complies with the Contract. Qualification Review Committee (QRC) The committee staffed by RCTC to review and evaluate the SOQs submitted by potential Subcontractors in response to this RFQ. Railroad Coordination Activities to communicate and plan the Work on the railroad right-of-way with respect to protecting the operations and property of RCTC, SCRRA, BNSF, tenants and licensees. Request for Qualifications (RFQ) The written solicitation issued by RCTC to identify pre -qualified Subcontractors eligible to submit cost proposals to provide Systems Work. Statement of Qualifications (SOQ) The information prepared and submitted by a prospective Subcontractor in response to this RFQ. Subcontractor An individual, person, proprietorship, firm, partnership, limited liability partnership, professional corporation, limited liability company, business association, corporation, joint venture, combination thereof, or other legal entity however organized, participating in the specialty subcontractor pre -qualification process for the Project. Systems Work The train control, signal and communication, and grade crossing warning system services that a pre -qualified Contractor or Subcontractor provides as part of the Project pursuant to the Contract. Work The furnishing of labor, materials, equipment, and other incidentals necessary to, or convenient for the successful completion of, construction work for the Project and the carrying out of the duties and obligations imposed by the Contract. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-6 122 1.5 Pre -qualification Procedure A complete SOQ submittal package shall include all the required documents and information listed on the prospective Subcontractor's SOQ Submittal Checklist at the end of these instructions. Prospective Subcontractors may obtain the RFQ package on or after July 23, 2012, by following the process outlined in the advertisement. In order to facilitate completion of the SOQ submittal, project plans, specifications, a sample construction contract will be made available for review purposes only. Said documents are by no means complete and not intended to serve as the Contract Documents on which to base cost proposals. It is mandatory that all Subcontractors, who intend to submit a cost proposal to pre -qualified general contractors, fully complete the pre -qualification questionnaire, provide all materials requested therein, and be approved by the Qualification Review Committee (QRC) in order to be placed on the pre -qualified specialty subcontractors list. No cost proposal from a prospective Subcontractor that has failed to comply with these RCTC requirements will be eligible for use by pre -qualified general contractors submitting Bids to RCTC. Prospective Subcontractors who desire to act as the general contractor, and self -perform the Systems Work described in this RFQ, must submit an SOQ based upon the requirements of the RFQ for general contractors (RFQ No. 12-33-024-00) and include, with the SOQ package, additional information from this RFQ for Systems Work. See RFQ No. 12-33-024-00 for details. If two or more business entities submit a cost proposal as part of a Joint Venture, or expect to submit a cost proposal as part of a Joint Venture, each entity within the Joint Venture must be separately qualified to submit cost proposals. Should two or more business entities submit a Joint Venture cost proposal, the Joint Venture must, as a separate legal entity, meet the Project's insurance and bonding requirements. However, if a Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. RCTC will use the responses contained in the SOQ submittal as a basis for its determination whether the prospective Subcontractor meets the pre -qualification criteria, but RCTC reserves the right to check other sources of information. RCTC reserves the right to waive minor irregularities and omissions in the information contained in the SOQs and to make all final determinations on the pre -qualification status of any Subcontractor. The pre -qualification process will be based on a review scoring the Questionnaire Appendix B), the forms submitted by the prospective Subcontractor (Appendix C), and an evaluation of the Subcontractors financial capacity to execute the work. The scoring system is described in Appendix D. RCTC will notify prospective Subcontractors of whether they are pre -qualified. RCTC reserves the right to adjust, increase, limit, suspend, or rescind the pre -qualification based on subsequently learned information. A prospective Subcontractor that is pre -qualified will be allowed to obtain bidding documents and submit a cost proposal to pre - qualified general contractors submitting bids for the Project. Pre -qualified general contractors shall not employ a prospective Subcontractor that is not pre -qualified by RCTC. While it is the intent of the SOQ submittals to assist RCTC in determining Subcontractor responsibility prior to submission of bids by pre -qualified general contractors, and to aid RCTC in selecting the lowest responsible Bid from prospective general contractors, the pre -qualification will not preclude RCTC from conducting an evaluation prior to and after receiving bids of whether a prospective Subcontractor: (i) has the quality, fitness, experience, competency, capability, and capacity, and demonstrates the requisite trustworthiness to complete a project of this type; (ii) has available key personnel with sufficient expertise and training to competently manage and complete the construction of the Project; and (iii) has the financial capacity to perform and complete the Project. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-7 123 1.6 General Description of Work See Appendix A for general descriptions of the Project. Prospective Subcontractors are advised that the general description is currently under further development by RCTC and could be changed, modified, reduced, or expanded with the release of the IFB. 1.7 Federal Requirements Prospective Subcontractors are advised that the IFB will be drafted based on the assumption that the Project and RCTC's finance plan for the Project will remain eligible for Federal -aid funds. Therefore, the procurement documents and any agreements thereunder must conform to requirements of applicable Federal law, regulations, and policies. These include Equal Employment Opportunity (Title VI of the Civil Rights Act of 1964, as amended), Disadvantaged Business Enterprises (Title 49 Code of Federal Regulations Part 26, as amended), Small Business requirements (United States Code sections 631, et seq.), Buy America requirements (49 Code of Federal Regulations Part 661), and Davis -Bacon wage rates. Details as to the extent and applicability of Federal requirements to the entire Project will be set forth in the IFB and Contract Documents. RCTC reserves the right to modify the procurement process described in this RFQ to address any concerns, conditions, or requirements of Federal agencies, including FTA. Prospective Subcontractors shall be responsible for conducting their own research of current FTA policies and consider the potential effects of those policies upon the procurement of the materials and equipment required to construct this Project. 1.8 Reserved 1.9 Contract Type The Contract to be awarded to the successful pre -qualified general contractor will be a fixed -price, lump -sum, public works construction contract with unit rate provisions, as outlined in the PVL IFB documents. 1.10 Reserved 1.11 Addenda RCTC reserves the right to revise this RFQ by issuing addenda to this RFQ at any time before the SOQ due date specified in Section 2.2. RCTC will post any addenda to this RFQ on the following website: www.rctc.orq/rfps.asp. Prospective Subcontractors are responsible for monitoring the website identified above for information concerning this procurement as prospective Subcontractors responding to this RFQ will be required to acknowledge that they have reviewed all materials posted thereon. Acknowledgement shall be reflected on the executed Transmittal Letter contained in Form A (Appendix C). RCTC shall not be responsible for mailing Addenda. 1.12 Questions and Clarifications RCTC will consider questions regarding the RFQ submitted by prospective Subcontractors in writing, including requests for clarification and requests to correct errors. All such written requests shall be submitted in writing, by fax, email, or letter, in the format shown on Form C (Appendix C ) to the RCTC Procurement Manager indentified in Section 1.13. RCTC will only consider written requests. No oral requests or questions by phone will be accepted or considered. No requests for additional information or clarification to any other RCTC office, consultant, employee, or the FTA or other agency will be considered. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-8 124 Questions must include the requestor's name, address, e-mail address, telephone and fax numbers, and the prospective Subcontractor he/she represents. Prospective Subcontractors are responsible for ensuring that any written communications clearly indicate on the first page or in the subject line, as applicable, that the material relates to the Project. RCTC will provide responses to prospective Subcontractor clarification requests within a reasonable time following receipt, subject to the cut-off dates set forth in Section 2.2. RCTC will post responses to those questions of general application and requests for clarifications that RCTC deems to be material and that are not adequately addressed in previously provided documents on the following website: www.rctc.org/rfps.asp. 1.13 Rules of Contact The following rules of contact shall apply during the procurement for the Project. These rules are designed to promote a fair, unbiased, legally defensible procurement process. Contact includes telephone, facsimile, e-mail, or formal written communication. RCTC's Mr. Matthew Wallace will serve as the primary point of contact during the RFQ procurement phase of the Project. Mr. Wallace will be supported by a core team of engineering, operations, contracts, and public relations staff members and advisors. As the RCTC point of contact, Mr. Wallace is RCTC's sole contact person and addressee for receiving all communications about the Project during the RFQ procurement process, and prospective Subcontractors are prohibited from contacting any RCTC employee or advisor regarding the Project or this RFQ. Address any and all inquiries and comments regarding the Project by fax, e-mail, or letter. Only written inquiries will be accepted: Mail: Riverside County Transportation Commission 4080 Lemon Street, 3,T' Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Fax: (951) 787-7906 E-mail: mwallace rctc.orq Mr. Wallace is the only individual allowed to discuss this RFQ with any interested parties, including prospective Subcontractors. Any information from other sources may not be accurate, and use of such information is at the sole risk of the prospective Subcontractor(s). After a prospective Subcontractor has been determined to be pre -qualified to submit a cost proposal to pre -qualified general contractors wishing to submit a Bid for the Project, the pre -qualified Subcontractor will be encouraged to provide RCTC with any additional suggestions or comments regarding the Project documents and the planned bid and award process. Form D (Appendix C) may be used for this purpose. Any communications from a pre - qualified Subcontractor must be received by RCTC prior to the issuance of the IFB. Prospective Subcontractor comments and RCTC responses or comments, if any, will be posted on RCTC's website at www.rctc.orq/rfps/asp . The IFB will prescribe Rules of Contact during the solicitation period. 1.14 Pre -Contractual Expenses RCTC shall not be liable for any pre -contractual expenses, which are defined as expenses incurred by a prospective Subcontractor in preparing its SOQ in response to this RFQ, negotiating with RCTC any matter related to this RFQ, or any other expenses incurred by prospective Subcontractor prior to the date of award of the Contract(s) resulting from the IFB. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ-9 125 1.15 Subcontractor Requirements Completion Capability: Only prospective Subcontractors that have demonstrated the capability to complete the specialty subcontracting services will be eligible for the pre -qualification determination. Organizational and Personnel Changes: Prospective Subcontractors are advised that, in order for a Subcontractor to remain qualified to submit a cost proposal to pre -qualified general contractors after they have been pre -qualified, their organization, including all Principal Participants and key management personnel identified in the SOQ, must remain intact for the duration of the procurement process and thereafter throughout the term of the Contract. A prospective Subcontractor may propose substitutions for participants after the SOQ submittal; however, such changes will require prior written approval by RCTC, which may be granted or withheld in RCTC's sole discretion. Requests for changes must be made in writing no later than 30 days prior to the due date for submittal of Bids by pre -qualified general contractors. The prospective Subcontractor should carefully consider the make-up of its team prior to submittal of the SOQ. Changes to the Subcontractor's organization will be justification for RCTC to revoke a previous determination pre -qualifying a prospective Subcontractor. Minimum Requirements: In order to be pre -qualified, the prospective Subcontractor must meet all SOQ responsiveness as set forth in Appendix B, meet the minimum passing criteria for legal, financial, and safety requirements as set forth for non -scored elements of the SOQ, and obtain a passing score on each of the scored elements of the SOQ as set forth. Non -Disclosure Requirement: The Subcontractor may be given access to records, which are confidential under State laws, solely for the purpose of performing the required services under the Contract. The prospective Subcontractor shall be required to sign a non -disclosure statement prior to its receipt of such documents obligating each employee, agent, or subcontractor of the prospective Subcontractor not to make inappropriate use of or improperly disclose any of the contents of such documents. 1.16 Equal Employment Opportunity In connection with this RFQ and the Contract, prospective Subcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, or being physically challenged. Prospective Subcontractors shall take affirmative action to ensure that all applicants are treated equally during employment without regard to their race, color, religion, sex, national origin, age, marital status, or being physically challenged. Such action shall include, but not be limited to, the following: layoff or termination; rates of pay or other forms of compensation; employment; job assignment; upgrading; demotion; transfer recruitment/recruitment advertising; and selection for training, including apprenticeship, pre -apprenticeship, and/or on-the-job training. Davis -Bacon wage rates are required. 1.17 DBE Goal Policy: RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal -aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26. Prospective subcontractors shall take necessary and reasonable steps to ensure that businesses owned and controlled by socially and economically disadvantaged individuals are provided with a fair opportunity to participate in this Project. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 10 126 It is RCTC's policy to provide disadvantaged, minority, and women -owned business enterprises, as defined in Title 49 CFR Part 26, an equitable opportunity to participate in all contracting opportunities. RCTC's agreements with Federal Transit Administration (FTA) regarding its DBE program, which include minority and women -owned business enterprises, are designed to administer contracts, consultant selection, and all related procurement activities without regard to race, color, religion, disability, political beliefs, age, national origin, gender, veteran status, or cultural background. Accordingly, no firm or individual shall be denied the opportunity to compete for RCTC contracts by reasons so stated or implied. In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), RCTC has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs." This DOT -assisted project is subject to these stipulated regulations. In order to ensure that RCTC achieves its overall DBE Program goals and objectives on its Race -Neutral DBE program, RCTC encourages the participation of small businesses, including DBEs as defined in 49 CFR 26, in the performance of contracts financed in whole or in part with U.S. DOT funds. In the event of any conflicts or inconsistencies between the CFR and RCTC's DBE Program with respect to DOT - assisted contracts, the CFR shall prevail. As a part of the SOQ submission, prospective subcontractors responding to this RFQ must include with their submission a signed affidavit acknowledging the firm's understanding of U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race -Neutral) of 12.4% for the project period as further defined in the IFB, when issued, and that the prospective subcontractor understands RCTC encourages the participation of small businesses, including DBE firms, in the performance of subcontracts in the resulting contract. Prospective subcontractors shall complete and return Form F (Appendix C) as part of the SOQ. The RFQ also requires that each prospective Subcontractor prepare and submit a Small Business Subcontracting Summary that consists of no more than three (3) pages. The elements of the Small Business Subcontracting Summary are included in Form G (Appendix C). 1.18 Labor Policies Prevailing Wages: State prevailing wages, applicable to work performed in the County of Riverside, California, will apply to the Contract. Since the Project is partially funded with funds from the Federal Transit Administration, Federal prevailing wages will also apply. In the event that there is a conflict between the State prevailing wage rate and the Federal prevailing wage rate, then the higher rate shall be paid. 1.19 Insurance, Bonds and Guarantees Bond Requirements: It is currently anticipated that the Subcontractor, selected by the pre -qualified general contractor submitting the lowest responsive Bid to RCTC to construct the Project, will be required to provide payment and performance bonds to the successful Contractor upon its execution of the Contract for the Project, each in the amount of at least $32 million. Prospective Subcontractors shall be required to demonstrate their capacity to obtain the required bonds. Prospective Subcontractors shall attach a notarized statement from an admitted surety insurer (approved by the California Department of Insurance) authorized to issue bonds in the State of California that states: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 11 127 • Prospective Subcontractor's current bonding capacity is sufficient for the Systems Work and referenced payment and performance bonds; and • Prospective Subcontractor's current available bonding capacity. Insurance Requirements: Prospective Subcontractors shall provide evidence of capability to provide insurance as provided below. RCTC is requiring that all Contractors and Subcontractors obtain the insurance of the types and in the amounts described below and satisfactory to RCTC. If a prospective Subcontractor is a Joint Venture, the Joint Venture, as a separate legal entity, is required to meet the insurance requirements contained herein. However, if the Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. Prospective Subcontractors shall provide evidence of their capability to maintain insurance of the types and in the amounts described below: A) Commercial General Liability Insurance . Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $10,000,000 per occurrence, $11,000,000 in the aggregate. If such coverage contains a general aggregate limit, it shall apply separately to the Project. B) Business Automobile Liability Insurance . Business automobile liability insurance or equivalent form with a combined single limit of not less than $10,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C) Workers Compensation Insurance . Subcontractor shall maintain workers' compensation insurance within statutory limits and employers' liability insurance with limits of not less than $2,000,000 per occurrence. Such insurance shall include coverage under the Federal Employers Liability Act (FELA) and waive recovery by the insurer against RCTC. D) Builders'/AII Risk Insurance . Builders'/all-risk insurance covering all risks, including acts of God as defined in Public Contract Code section 7105, in a policy form acceptable to RCTC with limits of not less than the full value of the Systems Work. Such policy shall contain an insurer's waiver of subrogation rights in favor of RCTC and the Resident Engineer, and shall remain in effect until the Project is completed and accepted by RCTC. E) Railroad Protective Liability . Railroad protective liability insurance or equivalent form with a combined single limit of not less than $5,000,000 per occurrence, $10,000,000 in the aggregate, such insurance shall be kept in force during the entire period of the Project and shall cover any construction activities that Subcontractor undertakes with respect to the Systems Work. F) Pollution Liability . Pollution liability covering bodily injury, property damage, and clean-up on site and off site, including coverage for transport of pollutants, with a limit of not less than $1,000,000 per occurrence, $2,000,000 in the aggregate. If provided on a claims -made basis, such coverage shall provide for a three-year extended reporting period or be continued for a period of not less than three years after Project completion. The required limits of insurance may be made up of any combination of the insurance policies required herein and umbrella and/or excess liability. Guarantees: Prospective Subcontractors are advised that if any Major Participant of the selected Subcontractor's team does not have audited financial statements as described in Appendix B, if the prospective Subcontractor is a newly formed entity or a limited liability entity, or if it fails to meet the minimum financial requirements stated in this RFQ and/or the IFB, RCTC may require the prospective Subcontractor to provide a guarantee covering Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -12 128 performance and financial obligations by a separate entity acceptable to RCTC. Subcontractors shall also note that RCTC may, in its discretion based upon the review of the information provided under Appendix B, also specify that an acceptable guarantor is required as a condition of a determination of pre -qualification. Requirements for additional financial security will be included in the Contract Documents 2.0 BACKGROUND INFORMATION 2.1 Project Description The Project is defined in Appendix A , General Description of the Work. The estimated capital cost of train control, signal & communication, and grade crossing warning systems services for the Perris Valley Line Commuter Rail Extension Project (in 2012 U.S. dollars) is $32 million. The estimated capital cost of the Perris Valley Line Commuter Rail Extension Project (in 2012 U.S. dollars) is $150 million. 2.2 Procurement Schedule RCTC anticipates the following dates as Project milestones for the RFQ process. This schedule is subject to revision by Addendum. RFQ Advertisement July 23, 2012 Subcontractors' Questions Due September 4, 2012 Responses to Questions Issued to Subcontractors September 10, 2012 SOQ Due Date September 17, 2012 SOQ Evaluation Completed September 27, 2012 Appeal Due October 4, 2012 Final Decision on Appeal October 12, 2012 2.3 RCTC Advisors/Consultant Support RCTC has engaged several advisors to assist and participate in the Project development stages, as well as assist RCTC during the procurement process for the Project. Any advisory team member is prohibited from participating in any of the Subcontractor organizations relating to this Project; providing technical, legal, or financial advice to Prospective Subcontractors; or directly discussing any aspect of the RFQ or IFB with any Subcontractor. The advisory team includes but is not limited to the following (any potential conflict of interest issues shall be directed to the RCTC Procurement Manager indentified in Section Section 1.13): • Bechtel Corporation • Best Best & Krieger • BNSF • Epic Land Solutions • HDR Construction Control Corporation — Simon Wong Engineering — ARCADIS - Xorail • SCRRA • STV Incorporated - Patterson & Associates, Inc. (track design, culverts, soundwalls); AECOM USA, Inc. (crossings and bridges); Pacific Railway Enterprises, Inc. (signals and communications); IMA+Design (station landscape); IDLA, Inc. (station landscape); Rail Surveyors and Engineers, Inc. (surveyor); Owen Group (CCTV); SKA Design (signage); and Kleinfelder (geotech/HazMat) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -13 129 3.0 MINIMUM REQUIREMENTS 3.1 Subcontractor's Transmittal Letter Prospective Subcontractors shall complete Form A (Appendix C). A duly authorized representative of the Subcontractor's organization shall sign the letter. For Subcontractors that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Subcontractor shall sign the letter. Prospective Subcontractors shall also complete Form H (Appendix C), verifying the accuracy of the information submitted as part of the SOQ. For Subcontractors that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Subcontractor shall sign the Subcontractor SOQ Certification. 3.2 Legal Structure Objective: To pre -qualify Subcontractors whose organization, legal structure, team members, and history demonstrate the Subcontractor ability to remain stable and viable for the duration of the Project, and be contractually bound to the successful general contractor under contract with RCTC. A) If the Subcontractor organization has already been formed, provide complete copies of the organizational documents that allow, or would allow by the time of Contract award, the Principal/Major Participants to conduct business in the State of California. If the Subcontractor organization has not yet been formed, provide a brief description of the proposed legal structure or draft copies of the underlying agreements. In the event that final agreements between Principal/Major Participants have not been finalized at the time of the SOQ submittal, Principal/Major Participants shall submit letters of agreement signed by an authorized officer of each Principal/Major Participant noting the type of relationship (i.e., joint venture, subcontract) to be entered into and the commitment of the parties to finalize the organizational documents prior to submitting a cost proposal to pre -qualified general contractors submitting Bids to RCTC; B) If the prospective Subcontractor is a partnership, limited partnership, joint venture, or other association, all members of the Subcontractor must agree to be fully liable for the performance of the Subcontractors scope of work, as described in the RFQ, under the successful general contractor's Contract with RCTC, by executing the transmittal letter appearing in Appendix C C) Name and describe all Principal/Major Participants as defined in this RFQ; and D) In cases where Principal/Major Participants on different Subcontractor submission teams belong to the same parent company, each Subcontractor must describe how conflicts of interest would be avoided by the participants through the qualification and bid phases of the Project. RCTC may disqualify a Subcontractor if any of its Principal/Major Participants belong to more than one Subcontractor submission team. 3.2.1 Minimum Requirement for Legal Structure A prospective Subcontractor must demonstrate the following: A) The prospective Subcontractor has the legal capability to carry out the Project responsibilities potentially allocated to it, as demonstrated by the materials provided in Section 1.19 of the RFQ. B) Each of the equity members of the Subcontractor have agreed to be fully and jointly and severally liable for performance under the Contract, as reflected in the executed Transmittal Letter contained in Form A (Appendix C); Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -14 130 C) The prospective Subcontractor has agreed to adhere to the Project's DBE requirements as provided in Form F (Appendix C) ; D) The information disclosed in the SOQ does not materially and adversely affect the Subcontractor's ability to carry out the Project responsibilities potentially allocated to it in the Contract to construct the Project. 3.3 Financial Capacity Objective: To pre -qualify Subcontractors who possess the financial capacity to enter into a subcontract with the successful pre -qualified general contractor and the resources to successfully complete the Systems Work portion of the Project. Submittal Requirements: Subcontractor shall address the following in the SOQ: A) Prospective Subcontractor shall provide a notarized statement from an admitted surety insurer stating the prospective Subcontractor's current bonding capacity and stating that the prospective Subcontractor is capable of obtaining a Performance Bond and Payment Bond (refer to Section 1.19 for bond amounts) covering the Project and any warranty periods. Letters indicating "unlimited" bonding capability are not acceptable; B) Principal Participants shall provide audited financial statements for the past three years; C) Principal Participants shall complete Form B (Appendix C); D) Prospective Subcontractors shall provide insurance certifications, either a certificate of insurance evidencing current policies of, or written evidence from an insurance company or broker indicating that the Subcontractor is capable of obtaining the following types of insurance: Commercial General Liability, Errors and Omissions, Auto Liability, Workers' Compensation/Employers Liability, Pollution Liability, Professional Liability, and Railroad Protective Liability insurance. Policy limit requirements are specified in the Section 1.19.; E) Prospective Subcontractors shall provide Line of Credit letter; and F) Prospective Subcontractors shall provide a Dun & Bradstreet report. 3.3.1 Minimum Requirement for Financial Capacity A prospective Subcontractor must demonstrate its financial capability to carry out the Project responsibilities potentially allocated to it, as demonstrated by documents submitted in the SOQ, including but not limited to the following: A) The surety or insurance company shall be admitted to do business in the State of California; B) The surety or insurance company must be rated in the top two categories by two nationally recognized rating agencies, or have a "Best's Credit Rating" of at least "A" and "Class VIII" or better by A.M. Best Company; C) Prospective Subcontractor shall demonstrate its ability to comply with the Project's bonding requirements, as provided in Section 1.19; D) Prospective Subcontractor shall provide evidence of capability to provide insurance as provided in Section 1.19; Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 15 131 3.4 Safety Program Objective: To identify those prospective Subcontractors that can demonstrate the ability to develop and implement an effective safety program, including railroad safety procedures that comply with FRA safety standards. Submittal Requirements: Prospective Subcontractor shall address the following and submit it per Section 3.0 the RFQ: A) Complete Form E (Appendix C). B) Prospective Subcontractor shall provide copies of Workers' Compensation insurance for current and previous three years as proof of the Experience Modification Rate (EMR) for each year. C) Prospective Subcontractor shall provide copy of "Control of Drug and Alcohol Use" policy and evidence of FRA's acceptance of the policy to meet the responsibility to comply with 49 CFR 219 as required by Question 12 in Section I of the Pre -qualification Questionnaire (Appendix B). 3.4.1 Minimum Requirement for Safety Program A) Prospective Subcontractor's safety record shall be deemed acceptable if its EMR for the most recent three-year period is an average of 1.00 or less, and its average total EMR recordable injury/illness rate and average lost work rate for the most recent three-year period does not exceed the applicable statistical standard for its business category. B) Prospective Subcontractor demonstrates an understanding of an effective safety program. 3.5 Firm Experience and Past Performance Objective: To identify prospective Subcontractors with demonstrated construction experience, expertise, competence, capability, and capacity in, and record of producing quality work on projects similar to the Project. Submittal Requirements: Prospective Subcontractors shall address the following and include as part of it SOQ: A) Pre -qualification Questionnaire (Appendix B) Section IV, Completion of Recent Projects, with responses to demonstrate qualifying experience; B) Relevant Project Data Sheets, including current contact information for references who will be asked to respond to the interview questions appearing at the end of Section V of the Pre - qualification Questionnaire (Appendix B). Prospective Subcontractors are cautioned that inaccurate contact information or a non -responsive reference might result in no score on a relevant project for which the prospective Subcontractor expects to receive qualifying points. Prospective Subcontractors should take actions they deem necessary to ensure that references or alternate references will be available to participate in the interview process, which RCTC will be conducting during evaluation of the SOQs; and C) Photos of the projects identified in the Relevant Project Data Sheets showing work in progress and completed project, if completed. 3.5.1 Minimum Requirement for Firm Experience and Past Performance To meet minimum requirements, prospective Subcontractors will have: A) Experience in successfully managing and carrying out Systems Work of the scope and complexity of this Project; B) A record of completing contracts on time and within the fixed price; Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 16 132 C) Experience in successfully constructing rail lines in sensitive environmental areas and community areas, D) A record of managing contracts to minimize delays, claims, dispute proceedings, litigation, and arbitration; E) The technical and management experience and expertise to plan, organize, and execute the construction of, and assure the quality and safety of the Project; F) The ability to effectively manage all aspects of the Systems Work in a quality, timely, and effective manner and integrate the different parts of its organization with RCTC in a cohesive and seamless manner. 4.0 EVALUATION PROCESS Section 4.0 outlines the evaluation factors for the RFQ phase of the procurement. This information is intended to assist prospective Subcontractors in preparing their SOQs. 4.1 SOQ Evaluation Evaluation Process: RCTC will evaluate the SOQs based on the rating and scoring information outlined in this Section 4. As a result, each Subcontractor submitting a responsive SOQ will be eligible to receive an overall rating of either "pre -qualified" or "not pre -qualified." In order to be pre -qualified, the Subcontractor must meet or exceed the evaluation and scoring criteria as established in Section 4. A "fail" or "not pre -qualified" rating in any of the categories identified in Section 3.0 will result in an overall rating of not pre -qualified. Only those Subcontractors that receive an overall rating of pre -qualified will be allowed to submit a cost proposal to pre -qualified general contractors. When preparing a cost proposal in response to the IFB, pre -qualified Subcontractors may work with only those general contractors that have also submitted SOQs and have been pre -qualified by RCTC. Interviews: RCTC reserves the right to conduct oral interviews with all potential Subcontractors prior to pre - qualification determination. These interviews may be completed by the Qualification Review Committee (QRC) as part of its evaluation during the overall SOQ submittal process and scoring. The exact schedule for oral interviews, if elected by RCTC, will be determined by the chairperson following receipt of the SOQs. 4.2 Evaluation Objective The objective of the RFQ phase of the procurement is to pre -qualify Subcontractors (and general contractors) with the legal, technical, financial, and management capability, capacity, and experience necessary to successfully undertake and complete the Systems Work. The Contractor and successful specialty Subcontractors will have primary responsibility to plan, manage, and control the Project and to complete the Project on or ahead of schedule. RCTC has set high responsibility standards for the Contractor, which is reflected in the evaluation factors of this RFQ and will be reflected in the IFB and the Contract. 4.3 SOQ Evaluation Factors The information submitted in the SOQs will be evaluated by the QRC in accordance with the initial responsiveness review as defined in Section 4.3.1 and Appendix B, the non -scored categories listed in Section 4.3.2 and Appendix D, and the scored categories as set forth in Section Section 4.3.3 and Appendix D. 4.3.1 Initial Responsiveness Review Each SOQ will initially be reviewed on a pass/fail basis for: (i) minor informalities, irregularities, and apparent clerical mistakes, which are unrelated to the substantive content of the SOQ; (ii) the Subcontractor's conformance to the Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -17 133 RFQ instructions regarding organization and format; and (iii) the responsiveness of the Subcontractor to the requirements set forth in the RFQ. Subcontractors submitting SOQs not responsive to this RFQ may be excluded from further consideration. RCTC may also exclude from consideration any SOQ that contains a material misrepresentation. 4.3.2 Non -Scored SOQ Categories Each non -scored category of a responsive SOQ will be evaluated on a non -scored pass/fail basis. For an SOQ to achieve a passing rating, each of the following categories shall meet the minimum requirements as set forth below: A) Legal: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.2.1 B) Financial: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.3.1. C) Safety: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.4.1 D) Experience: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.5.1. 4.3.3 Scored SOQ Categories Each scored category of a responsive SOQ will be evaluated and scored by the QRC according to the Pre - Qualification Evaluation Scoring Procedures and Matrices provided in Appendix D. 4.4 Evaluation and Scoring Process To pre -qualify, a prospective Subcontractor will be required to meet the following standards: A) For each of the non -scored SOQ categories, meet or exceed the minimum passing requirements as set forth under Section Error! Reference source not found.; and B) For each of the scored SOQ categories, obtain a passing grade based on the minimum scoring criteria set forth in Appendix D. If only one prospective Subcontractor responds to the RFQ or attains pre -qualification status, RCTC may re - advertise or cancel the Project as RCTC deems necessary. 4.5 Notification of Pre -Qualification Listing Upon completion of the SOQ evaluation and scoring process, RCTC will notify each prospective Subcontractor in writing whether or not it has gained pre -qualification status. If the prospective Subcontractor is determined to be not pre -qualified, the notice will provide the basis for RCTC's determination, highlight any evidence upon which RCTC relied, and instruct the prospective Subcontractor to submit any rebuttal or new evidence in accordance with requirements of Section 6.0of the RFQ. RCTC will also publish, after September 27, 2012, the list of general contractors and prospective specialty Subcontractors obtaining pre -qualification status on its website at www.rctc.org/rfps.asp. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 18 134 5.0 SOQ SUBMITTAL REQUIREMENTS The following sections describe requirements that all prospective Subcontractors must satisfy in submitting SOQs. Failure of any Subcontractor to submit its SOQ as required in this RFQ may, at RCTC's sole discretion, result in rejection of its SOQ. All rejected SOQs will be returned to the contact person identified in the SOQ. Prospective Subcontractors who desire to act as the general contractor, and self -perform the Systems Work, must submit an SOQ based upon the requirements of the RFQ for general contractors (RFQ No. 12-33-024-00) and include, with the SOQ package, additional information from this RFQ for Systems Work. See RFQ No. 12-33-024-00 for details. 5.1 General Requirements The Pre -Qualification Questionnaire is located in Appendix B and prospective Subcontractors must complete and submit it as part of their SOQ submittal. Required forms for the SOQ are contained in Appendix C. Any material modification to the forms may result in the SOQ being declared non -responsive. Prospective Subcontractors shall provide brief, concise information that addresses the objectives and the requirements of the Project consistent with the evaluation factors described in Section 4.3. Lengthy narratives containing extraneous information are discouraged. If the prospective Subcontractor submits information in its SOQ that it believes to be protected records under the Public Records Act and that it wishes to protect from disclosure, the Subcontractor shall mark such information as provided in Section 6.2. 5.2 Due Date, Time, and Location RCTC must receive all SOQs by 2:00 pm Pacific Time on the day specified in Section 2.2. SOQs must be delivered to the following location by a means other than the U.S. Postal Service (USPS). Faxed, electronically -submitted, or USPS-delivered SOQs will not be accepted. Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Any SOQ that fails to meet the deadline or method of delivery will be rejected without opening, consideration, or evaluation and will be returned, unopened, to the sender. 5.3 Format Requirements A Subcontractor's SOQ format must adhere to the requirements set forth herein. Additional information beyond those requirements contained herein may be provided; however, members of the Qualification Review Committee are required to review only those materials identified in this RFQ. The front cover of each SOQ must be labeled with "Perris Valley Line Commuter Rail Extension Project" and "Subcontractor Statement of Qualifications — Train Control, Signal & Communication, and Grade Crossing Warning Systems Services," and the date of submittal. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ -19 135 5.4 Quantities Prospective Subcontractors shall submit one (1) original and five (5) copies of the completed SOQs in two (2) sealed envelopes: one envelope containing the original SOQ; and one envelope containing the five copies of the SOQ. The outside of the sealed envelopes must be clearly identified, labeled, and addressed as follows: A) B) C) Return address: Subcontractor's name, contact person's name, mailing address; Date of submittal; and Contents labeled as "Perris Valley Line Commuter Rail Extension Project" and "Subcontractor Statement of Qualifications — Train Control, Signal & Communication, and Grade Crossing Warning Systems Services," and addressed to: RCTC — Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Mr. Matthew Wallace, Procurement Manager 5.5 Challenges The decision of RCTC as to Subcontractor pre -qualification and the subsequent award of the Contract shall be final and shall not be appealable, reviewable, or reopened in any way, except as provided in Section 6.0. Parties participating in the RFQ phase of this procurement shall be deemed to have accepted this condition and the other requirements of this RFQ. 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 6.1 Appeal of Pre -Qualification Determination Section 6.1 sets forth the exclusive procedures for appealing a pre -qualification determination. Each prospective Subcontractor, by submitting its SOQ, expressly recognizes the limitation on its rights to protest contained herein, expressly waives all other rights and remedies, and agrees that the decision on any protest, as provided herein, shall be final and conclusive unless wholly arbitrary. These provisions are included in this RFQ expressly as consideration for such waiver and agreement by the Subcontractors. If a prospective Subcontractor disregards, disputes, or does not follow the exclusive protest remedies set forth in this RFQ, it shall indemnify, defend, and hold harmless RCTC, its directors, officers, officials, employees, agents, representatives, and consultants from and against all liabilities, expenses, costs (including attorneys' fees and costs), fees, and damages incurred or suffered as a result of such Subcontractor's actions. The submission of an SOQ by a Subcontractor shall be deemed the Subcontractor's irrevocable and unconditional agreement with such indemnification obligation. 6.1.1 Written Notice of Appeal Where a timely and completed SOQ submittal results in a rating below that necessary to pre -qualify, prospective Subcontractors can appeal that determination in writing. There is no appeal from RCTC's decision not to pre - qualify a prospective Subcontractor due to an incomplete or late application. Prospective Subcontractors wishing to appeal a pre -qualification determination must submit a written notice of appeal to: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 20 136 Mail: Riverside County Transportation Commission 4080 Lemon Street, r Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Fax: (951) 787-7906 E-mail: mwallace@rctc.orq RCTC shall not consider any untimely notice of appeal since any notice of appeal not submitted within the time limits specified in these procedures is null and void. A prospective Subcontractor shall only file a notice of appeal after it has informally discussed the nature and basis of its appeal with the Protest Officer in an effort to resolve the appeal. 6.1.2 Protest Officer Unless the Executive Director designates someone in the alternative, Mr. Wallace, or his designee, shall be the "Protest Officer" for purposes of this RFQ. The Protest Officer is responsible for receiving and evaluating appeals of a pre -qualification determination and for making a recommendation to the Executive Director to either uphold or overturn (in whole or in part) RCTC's decision not to pre -qualify a prospective Subcontractor. In evaluating the merits of the notice of appeal, the Protest Officer may call upon one or more experts, either from within or outside RCTC, or may convene an evaluation team. The expert(s) or evaluation team may provide a written opinion regarding the merits of the appeal and may provide a recommendation to the Protest Officer for his or her consideration that the pre -qualification determination be upheld or overturned, in whole or in part. In addition to any previously submitted documentation, the Protest Officer may rely on any recommendation or opinion as a basis for his or her recommendation to the Executive Director. The Protest Officer's recommendation to the Executive Director shall include reasons supporting the recommendation. 6.1.3 Contents of Notice of Appeal All protests must include the following: A) The name and address of the prospective Subcontractor; B) The Project name and RFQ number; C) A detailed statement of the legal and/or factual grounds for each material issue identified in the appeal; D) All factual and legal documentation in sufficient detail to establish the merits of the protest. Evidentiary statements must be provided under penalty of perjury; and E) A signature from a properly authorized representative of the Subcontractor. If a prospective Subcontractor submits a notice of appeal, it must demonstrate or establish a clear violation of a specific law or regulation. RCTC will not be obligated to postpone the SOQ due date specified in Section 2.2 or pre -qualification announcement in order to allow a prospective Subcontractor an opportunity to correct a deficient appeal, unless otherwise required by law or regulation. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 21 137 6.1.4 Time Limit to Submit Notice of Appeal Should a prospective Subcontractor wish to appeal a pre -qualification determination, it shall submit a written notice of appeal to RCTC as soon as practicable, but not later than five (5) business days following the date of written notification from RCTC of prospective Subcontractor's disqualification status. If the submission of a notice of appeal is untimely, the Subcontractor waives any and all rights to challenge RCTC's pre -qualification determination, whether by administrative process, judicial process or any other legal process or proceeding. 6.1.5 Submission of Rebuttal Evidence/Information Within five (5) business days following the date of written notification from RCTC of prospective Subcontractor's disqualification status, the prospective Subcontractor shall submit any rebuttal or additional information. Within two (2) business days of RCTC's receipt of any rebuttal evidence or additional information, the Protest Officer will make a recommendation to the Executive Director to either uphold or overturn, in whole or in part, the original pre -qualification determination. The Protest Officer will provide the Executive Director with any rebuttal evidence or additional information that the prospective Subcontractor has submitted to assist in the ultimate decision of the appeal. 6.1.6 Preliminary Fact Finding Prior to the Protest Officer's submission of a recommendation to the Executive Director, the Protest Officer may, at his or her discretion, meet either in person or over the telephone, with a prospective Subcontractor that has appealed a pre -qualification determination to discuss the appeal and/or perform additional fact finding. A prospective Subcontractor appealing a pre -qualification determination shall have the burden of proving the basis of its appeal by clear and convincing evidence. The Protest Officer will research the appeal and may call upon any resources he or she feels necessary and appropriate to assist in the evaluation of the appeal. 6.1.7 Executive Director Final Decision on Appeal Within three (3) business days of Executive Director's receipt of the Protest Officer's recommendation to either uphold or overturn, in whole or in part, the original pre -qualification determination, the Executive Director will provide the prospective Subcontractor written notification of his or her decision on the appeal. The decision of the Executive Director shall be final, conclusive and not appealable at the local level. 6.2 Public Records Act The SOQs (questionnaire answers and financial statements) submitted by prospective Subcontractors are not public records and are not open to public inspection. All information provided will be kept confidential to the extent permitted by law. However, the contents may be disclosed to third parties for purpose of verification, or investigation of substantial allegations, or during an appeal. State law requires that the names of contractors applying for pre - qualification status shall be public records subject to disclosure, and the first page of the questionnaire will be used for that purpose. 7.0 DEBRIEFING MEETINGS If requested, oral debriefings will be granted to unsuccessful firms after RCTC's Board authorizes an award of the subject contract for construction. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 22 138 8.0 RCTC RESERVED RIGHTS RCTC may investigate the qualifications of any Subcontractor under consideration, may require confirmation of information furnished by a Subcontractor, and may require additional evidence of qualifications to perform the Work described in this RFQ. RCTC reserves the right, in its sole and absolute discretion, to: A) Accept or reject any and all submittals, responses and bids, or any parts thereof, received at any time. B) Waive any informalities, irregularities, and omissions in the information contained in the SOQs, or permit corrections to data submitted with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. C) Modify all dates set or projected in this RFQ. D) Terminate evaluations of responses received at any time. E) Withdraw or cancel this RFQ or the subsequent IFB in whole or in part at any time prior to the execution by RCTC of a contract, without incurring any cost obligations or liabilities. F) Permit submittal of addenda and supplements to data previously provided with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. G) Adjust, increase, limit, suspend, or rescind the pre -qualification rating based on subsequently learned information. H) Permit prospective Subcontractors to add or delete firms and/or key personnel until such time as RCTC declares in writing that a particular stage or phase of its review has been completed and closed. I) Add or delete Contractor and subcontractor responsibilities from the information contained in this RFQ or the subsequent IFB. J) Waive deficiencies in an SOQ, accept and review a non -conforming SOQ, or seek clarifications or supplements to an SOQ K) Add or modify its reserved rights in the subsequent IFB. L) Make all final determinations. M) Appoint a selection committee and evaluation teams to review SOQs and seek the assistance of outside technical experts in the SOQ evaluation. N) Approve or disapprove the use of particular sub -Subcontractors and/or substitutions and/or changes in SOQs. 0) Hold meetings and conduct discussions and correspondence with one or more of the prospective Subcontractors responding to this RFQ to seek an improved understanding and evaluation of the responses to this RFQ. P) Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. Q) Disqualify any team that changes its SOQ without RCTC written approval. The RFQ does not commit RCTC to enter into a Contract, nor does it obligate RCTC to pay for any costs incurred in preparation and submission of the SOQs or in anticipation of a Contract. By submitting an SOQ, a Subcontractor disclaims any right to be paid for such costs. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 23 139 The execution and performance of a Contract with a pre -qualifying general contractor and any subsequent IFB is contingent on sufficient appropriations and authorizations being made by the Legislature of California, or the Congress of the United States, if Federal funds are involved, for performance of a Contract between the successful Subcontractor and RCTC. In no event shall RCTC be bound by, or liable for, any obligations with respect to the Systems Work or the Project until such time (if at all) as the Contract, in form and substance satisfactory to RCTC, has been executed and authorized by RCTC and approved by all required parties, and then only to the extent set forth therein. 8.1 RCTC Disclaimers In issuing this RFQ and undertaking the procurement process contemplated hereby, RCTC specifically disclaims the following: A) Any obligation to award or execute a Contract pursuant to this RFQ or the IFB or to issue an IFB; and B) Any obligation to reimburse a Subcontractor for any pre -contractual expenses, as more fully explained in Section 1.14 above. In submitting an SOQ in response to this RFQ, the prospective Subcontractor is specifically acknowledging these disclaimers. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 24 140 Prospective Subcontractor's SOQ Submittal Checklist Subcontractor Pre -Qualification Submittal Due Date: September 17, 2012 at 2:00 p.m. local time To be considered complete, your SOQ submittal must include the following forms and information: From RFQ: n Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D From Appendix B: n Subcontractor's Organization Information II n Financial Institution References Subcontractor Information Form n Completed Pre -Qualification Questionnaire (Sections I — V) and Any Explanation Pages as Necessary on Separate, Signed Pages n Copies of audited Financial Statements per Section 1, Question 4, with accompanying notes and supplemental information (see RFQ Section 3.3B) n Line of Credit Letter per Section I, Question 5 (see RFQ Section 3.3E) n Dun & Bradstreet Report per Section I, Question 6 (see RFQ Section 3.3F) Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per Section I, Question 7 (see RFQ Section 3.3A) Copy of Subcontractor's "Control of Drug and Alcohol Use" policy and evidence of FRA's acceptance of the policy to meet specialty subcontractor's responsibility to comply with 49 CFR 219 per Section I, Question 12 (see RFQ Section 3.4C) Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR(s) per Section III, Part I, Question 5 (see RFQ Section 3.4B) Completed Project Data Sheets (5) Project Photos for the Relevant Project Data Sheets (see RFQ Section 3.5B) Declaration in Support of Answers to Questionnaire (page B-50) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 25 141 From Appendix C: Form A - Transmittal letter n Form B - Backlog and Financial Information n Form E - Safety Questionnaire �J Form F - Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit n Form G - Small Business Subcontracting Plan Summary I� Form H - Subcontractor SOQ Certification THE CONTENT OF THE SUBCONTRACTOR'S SOQ SHALL BE ORGANIZED FOR SUBMISSION IN THE SAME ORDER IN WHICH THE DOCUMENTATION IS LISTED ON THE TRANSMITTAL LETTER (FORM A - APPENDIX C). Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems RFQ - 26 142 APPENDIX A: GENERAL DESCRIPTION OF WORK PERRIS VALLEY LINE PROJECT The Riverside County Transportation Commission (RCTC) will build a Centralized Traffic Control (CTC) single-track commuter rail line from Riverside Downtown Station to South Perris, which will run primarily on a portion of the San Jacinto Branch Line (SJBL) of the old Santa Fe Railroad (now BNSF), as an extension of the Metrolink 91 commuter rail service to Los Angeles —Union Station (LAUS). The PVL service from the Riverside Downtown Station will utilize the existing BNSF Mainline to the Highgrove area. Since there is no continuous connection, a new connection track will be constructed in the Highgrove area. This connection track will be called the Citrus Connector and will be located on a parcel just north of Citrus Avenue and south of Villa Street. The total length of the line is 24 miles, including 2.7 miles on an existing BNSF main track from Riverside Downtown Station to the new BNSF/Citrus Connector junction plus 21.3 miles from the BNSF junction, through the Citrus Connector, continuing along the SJBL, and finally to the south end of the Layover Facility. The SJBL, purchased by RCTC from the Santa Fe Railroad in 1993, is presently used by Burlington Northern Santa Fe (BNSF, successor to the Santa Fe RR) to provide freight service which presently averages three trips a day, with plans to increase. After construction of the PVL Project, the passenger service will be operated by Southern California Regional Rail Authority (SCRRA)/Metrolink. Operation of the passenger service, as well as dispatching of continuing freight service along the SJBL portion of the PVL (including service during the construction period), will be controlled by SCRRA pursuant to a Shared Use Agreement with the BNSF. Dispatching between Riverside Downtown Station and the Citrus Connector will still be controlled by the BNSF. DESCRIPTION OF TRAIN CONTROLS, SIGNALS & COMMUNICATION, AND GRADE CROSSING WARNING SYSTEMS Construction of Train Controls, Signal and Communication The construction includes, but is not limited to, completing a centralized train control system designed to verify the train's location, speed, and other data for safety purposes. The estimated cost of System Work described in this RFQ assumes that the subcontractor shall perform, and provide all adequate and competent labor, management, supervision, permits, tools, equipment, utilities, installed and consumable materials, testing devices, testing, hauling/transportation services, receiving and unloading, installation, construction, evaluation, quality control, schedules (Work), and all other incidentals for the supply, fabrication, handling, quality control, and schedules (Work) necessary for the construction and commissioning of the Communications and Signal Work. Subcontractor shall provide for the procurement, fabricating, and installation of the following systems including, but not limited to: • Communications shelters, antennas and Microwave towers and associated equipment • Commercial Power services and permitting as needed for communications and signal locations • Construction of a 72 -fiber optic cable backbone along the right of way • Fiber backbone will provide a private network to integrate train control data, voice radio and support additional services Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems A-1 144 • The fiber equipment will transfer the data to a digital microwave network and reach the Metrolink Operations Center (MOC) in Pomona through multiple redundant paths • Along the wayside, UHF and VHF base stations will be constructed to support train control and voice communications • All electrical components necessary including those necessary for the DC power supply • Signaling materials and equipment delivered to the job -site in unbroken packages, reels, or other forms of containers • DC power supplies, circuitry, Printed Circuit (PC) cards and connectors, PC card files, and other electronic components • Field paint materials and touch-up paints including, but not limited to, aluminum paint. Solid-state microprocessor interlocking control designed to report data about PVL trains As -built drawing files to be prepared in MicroStation V8 format. The items described above shall not be used as specifications for the systems listed. Construction of Grade Crossing Warning Systems The construction includes, but is not limited to, completing grade crossing warning systems. The estimated cost of Systems Work described in this RFQ assumes that the subcontractor shall perform, and provide all adequate and competent labor, management, supervision, permits, tools, equipment, utilities, installed and consumable materials, testing devices and testing equipment, testing and commissioning, hauling/transportation services, receiving and unloading, inventory control and tracking of materials installation, construction, evaluation, quality control, schedules (Work), and all other incidentals for the supply, fabrication, handling, quality control, and schedules (Work) necessary for the construction of Grade Crossing Warning Systems. The subcontractor shall provide for the procurement, fabrication, and installation of the following systems including, but not limited to: • New train detection equipment, dummy loads, shunt housing, insulated joints, and track connections for designated existing crossings • Trackside equipment, such as tuned joint couplers, narrow band shunts, and wideband shunts. • Equipment shelters, predictors, track filters, chokes, and other equipment. • Electrical and electronic components including, but not limited to, fuses and printed circuit cards, connectors, and files. • Constant warning time (CWT) type crossing train detection equipment, complete with basic completion of printed circuit cards for various functions. CWT units must be able to follow guidelines for frequency assignments and be able to detect train movements on separate tracks. Data reader and microprocessor must be furnished and installed into the CWT system. • Highway grade crossing warning devices complete with all hardware including, but not limited to, mast mounted gate mechanism, mast, junction box base, gate arm, flashing light unit, bell, signs, and Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems A-2 145 miscellaneous mechanical and electrical hardware including exit gates and Exit Gate Management Systems with dynamic vital loops installed within pavement. • Foundations for wayside equipment cases, highway grade crossing gates, flashers, and cantilevers • Testing instruments, materials, and equipment necessary to conduct the tests specified in the contract. • Trackside equipment, equipment shelters, predictors, track filters, chokes, and other equipment. • Wayside equipment shall be PTC-compliant to allow future installation of PTC by others. • Conduit: o Type III PVC scheduled 40 and 80 conduit shall be used for non -load carrying conductors. o Rigid Conduit and flexible conduit for highway grade crossing warning systems The items described above shall not be used as specifications for the systems listed. All work must conform to SCRRA standards, requirements and conditions. For More Information The RFQ and draft contract documents may be downloaded from the RCTC website at www.rctc.org/rfps.asp. Subcontractors may also review the Project information at the RCTC's office located at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501. Please contact Matthew Wallace at 951.787.7141 to schedule an appointment. Subcontractors are reminded that said documents are by no means complete and not intended to serve as Contract Documents on which to base bids. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Train Control, Signal & Communication, Grade Crossing Warning Systems A-3 146 APPENDIX B . . PRE -QUALIFICATION QUESTIONNAIRE Important Information Regarding Completion of Forms Prospective Subcontractors are advised of the following regarding the completion of all forms in Appendix B: • Information provided must be complete, current, accurate, and verifiable; and • Throughout this section, the term "firm" includes any affiliate(s). Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-1 148 1. Subcontractor's Organization Information Name of Subcontractor: Instructions for Form Completion: Subcontractors are reminded that "firm" as used herein and throughout this section includes any affiliate. Responses to each subject area shall be addressed within the table below. Should additional space be needed, Subcontractors are advised to increase space following question as appropriate. Subcontractor (Individual Firm / Joint Venture / Partnership / LLC) Name of Entity: Address: City, State, Zip: Contact Name: Title: Telephone No.: Cell No.: E-mail: Time Available: Alternate Contact Contact Name: Title: Address: City, State, Zip: Telephone No.: Cell No.: E-mail: Time Available: Name(s) of Subcontractor Entity(ies) Company Name Address and Telephone & Fax Numbers State of Incor- poration: Lead Participant? Yes No Principal Participant(s) Other Firm(s) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-2 149 2. Financial Institution References List up to five financial institutions with which the firm has done the most business during the past five (5) years, and identify the individual at each institution who was in charge of the firm's accounts. Please fill out the form completely and include all contact information requested. 1. 2. 3. 4. 5. Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-3 150 3. Subcontractor Information Form [NOTE: The information on this page is NOT confidential and may be made available to the public] Firm Name: Check One: ❑ Corporation ❑ Partnership ❑ Joint Venture ❑ Sole Proprietorship (as it appears on license) Contact Person: Title: E-mail address: Address: Phone: Fax: Federal Tax I.D. Number: State Tax I.D. Number: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-4 151 4. Pre -qualification Questionnaire Subcontractor SECTION CRITERIA # of SCORING QUESTIONS I Essential Requirements for 12 Pass / Fail Qualification QUESTION # QUESTION SCORING NOTE! Subcontractor will be disqualified if the answer to any of questions 1 through 3 is "no." 1. Subcontractor possesses a valid and current California Contractor's license for the Systems Work for which it intends to submit a bid? ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" 2. Subcontractor has or has the ability to obtain a general liability insurance policy with a policy limit of at least $10,000,000 per occurrence and $11,000,000 in the aggregate, and provide other insurance policies in amounts specified in RFQ Section 1.19? Attach certificate of insurance or written evidence from insurance company per RFQ Section 3.3D ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" 3. Subcontractor has current workers' compensation insurance policy as required by the Labor Code or is legally self -insured pursuant to Labor Code section 3700 et. seq? Attach current workers' compensation insurance policy as part of evidence provided for Question 5, Section III -Part 1. ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-5 152 QUESTION # NOTE! Subcontractor 4, 5, 6, and QUESTION SCORING will be disqualified if the information requested in questions 7 is not provided as part of the SOQ. 4. Subcontractor must attach copy of its last three years' audited financial statement with accompanying notes and supplemental information per RFQ Section 3.3B. Attached? ❑ Yes ❑ No NOTE: A financial statement that is not audited is NOT acceptable. Pass/Fail — Disqualified if not provided. 5. Subcontractor must attach a letter verifying availability of its line of Credit per RFQ Section 3.3E. Attached? ❑ Yes ❑ No NOTE: Line of Credit letter is not a substitute for the required audited financial statement. Pass/Fail — Disqualified if not provided. 6. Subcontractor must attach a current Dun and Bradstreet (D&B)-Supplier Qualifier Report (SQR) per RFQ Section 3.3F. Attached? ❑ Yes ❑ No Pass/Fail — Disqualified if not provided. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-6 153 QUESTION # QUESTION SCORING NOTE! Subcontractor will be disqualified if the information requested in questions 4, 5, 6, and 7 is not provided as part of the SOQ. 7. Subcontractor must attach a notarized statement from an admitted surety insurer, approved by the California Department of Insurance and authorized to issue bonds in the State of California, which states that its current bonding capacity has a single project limit of at least $32 Million per RFQ Section 3.3A. ❑ Yes ❑ No NOTE: Notarized statement must be from the surety company, not an agent or broker. Bonding Company Name: Pass/Fail — Disqualified if not provided. Address: Telephone No.: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-7 154 QUESTION # QUESTION SCORING NOTE: Subcontractor will be immediately disqualified if the answer to question 12 is "no" or if the answer to any of questions 8, 9, 10 or 11 is "yes."1 If the answer to question 10 is "yes," and if debarment would be the sole reason for denial of pre - qualification, any pre -qualification issued will exclude the debarment period. 8. Has your contractor's license been revoked at any time in the last five years? ❑ Yes ❑ No Pass/Fail — Disqualified if "yes". See Footnote No. 1. 9. Has a surety firm completed a contract on your behalf, or paid for completion because your firm was default terminated by the project owner within the last five (5) years? ❑ Yes ❑ No Pass/Fail — Disqualified if "yes". See Footnote No. 1. 10. At the time of submitting this pre- qualification form, is your firm ineligible to bid on or be awarded a public works contract, or perform as a contractor on a public works contract, pursuant to either Labor Code section 1777.1 or Labor Code section 1777.7? Or, debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency? ❑ Yes ❑ No If the answer is "Yes," state the beginning and ending dates of the period of debarment: Pass/Fail — If the answer is "yes," and if debarment would be the sole reason for denial of pre -qualification, any pre -qualification issued by RCTC will exclude the Subcontractor from participating in the general contractor's submittal of a Bid and from performing work during the debarment period. 11. At any time during the last five years, has your firm, or any of its owners or officers been convicted of a crime involving the awarding of a contract of a government construction project, or the bidding or performance of a government contract? ❑ Yes ❑ No Pass/Fail — Disqualified if "yes". See Footnote No. 1. 12. Subcontractor must attach its "Control of Drug and Alcohol Use" policy and evidence of FRA's acceptance of the policy to meet the subcontractor's responsibility to comply with 49 CFR 219. Attached? ❑ Yes ❑ No Pass/Fail — Disqualified if not provided. 1 A Subcontractor disqualified solely because of a "Yes" answer given to question 8 9, or 11 may appeal the disqualification and provide an explanation of the relevant circumstances during the appeal procedure. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-8 155 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 1 - Current Organization & Structure of the Business Varies None QUESTION # QUESTION SCORING 1.A. For Firms That Are Corporations: 1) Date incorporated: 2) Under the laws of what state: 3) Provide all the following information for each person who is either: a) An officer of the corporation (president, vice president, secretary, treasurer), or b) The owner of at least ten per cent of the corporation's stock. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownership of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-9 156 QUESTION # QUESTION SCORING 1.B. For Firms That Are Partnerships: 1) Date of formation: 2) Under the laws of what state: 3) Provide all the following information for each partner who owns 10% or more of the firm. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownershp of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm 1.C. For Firms That Are Sole Proprietorships: 1) Date of commencement of business: 2) Identify every construction firm that the business owner has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. Business Owner's Name Construction Firm Dates of Owner's Participation with Firm Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-10 157 QUESTION # QUESTION SCORING 1.D. For Firms That Intend to Submit a Cost Proposal as Part of Joint Venture: 1) Date of commencement of joint venture: member of the joint venture the Project: 2) Provide all of the following information for each firm that is a that expects to prepare a cost proposal for the Systems Work of Firm Name % Ownership of JV Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-11 158 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 2 — History of the Business and Organizational Performance 7 Scoring as Indicated QUESTION # QUESTION SCORING 1. Has there been any change in ownership of the firm at any time during the last three years? Note: A corporation whose shares are publicly traded is not required to answer this question. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 2. Is the firm a subsidiary, parent, holding company or affiliate of another construction firm? Note: Include information about other firms if one firm owns 50% or more of another, or if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 3. Are any corporate officers, partners or owners connected to any other construction firms? Note: include information about other firms if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 4. State your firm's gross revenues for each of the last three years: 2011: 2010: 2009: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-12 159 QUESTION # 5. QUESTION SCORING How many years has your organization been in business in California as a contractor under your present business name and license number? Years 0 points = < 3 years 2 points = 3 years but < 4 years 3 points = 4 years but < 5 years 4 points = 5 years but < 6 years 5 points = 6 years or more 6. Is your firm currently the debtor in a bankruptcy case? ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number, and the date on which the petition was filed. 3 points = No 0 points = Yes 7. Was your firm in bankruptcy or has it been subject to a receivership or involuntary bankruptcy proceeding any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 6 above). ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number and the date on which the petition was filed, and a copy of the Bankruptcy Court's discharge order, or of any other document that ended the case, if no discharge order was issued. 3 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-13 160 SECTION CRITERIA # of SCORING QUESTIONS 11 Part 3 - Licenses 5 Scoring as Indicated QUESTION # QUESTION SCORING 1. List all California construction license numbers, classifications, and expiration dates of the California contractor licenses held by your firm: Subcontractor's California License Number(s) and Classification: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: 2. If any of your firm's license(s) are held in the name of a corporation or partnership, list below the names of the qualifying individual(s) listed on the Contractors State License Board (CSLB) records who meet(s) the experience and examination requirements for each license: 3. Has your firm changed names or license numbers in the past five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the change. 4. Has any owner, partner, or (for corporations, officer of your firm) operated a construction firm under any other name in the last five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the change. 5. Has any CSLB license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-14 161 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 4 - Disputes 7 Scoring as Indicated QUESTION # QUESTION SCORING 1. At any time in the last five years, has your firm been assessed and/or paid liquidated damages after completion of a project, under a construction contract with either a public or private owner? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page identifying all such projects by owner, owner's address, the date of completion of the project, amount of liquidated damages assessed and all other information necessary to fully explain the assessment of liquidated damages. 2. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated with, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason? NOTE: "Associated with" refers to another construction firm in which an owner, partner or officer of your firm held a similar position, and which is listed in response to Section 11, Part 1 questions 1.A.4, 1.8.4 or 1.C.2 on this form. ❑ Yes ❑ No If the answer is "yes," explain on a separate signed page. State whether the firm involved was the firm applying for prequalification here or another firm. Identify by name of company the name of the person within your firm who was associated with that company, the year of the event, the owner of the project, the project, and the basis for the action. 5 points = No 0 points = Yes 3. In the last five years, has your firm been denied an award of a public works contract based on a finding by a public agency that your company was not a responsible subcontractor? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page and identify the year of the event, the owner, the project, and the basis for the finding by the public agency. 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-15 162 QUESTION # QUESTION SCORING NOTE! The following two questions refer only to disputes between your firm and the owner of a project. You need not include information about disputes between your firm and a supplier, another contractor or subcontractor. You may omit reference to all disputes about amounts of less than $50,000. 4. 5. In the past five years, has any claim concerning your firm's work on a construction project, been filed in court or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim(s) by providing the project name, date of the claim, name of the claimant, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: In the past five years has your firm made any claim against a project owner or requested that a prime contractor pass through or sponsor a claim against a project owner concerning work on a project or payment for a contract and filed that claim in court or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim by providing the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: If the firm's average annual gross revenue for the last three years was <$100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenue for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-16 163 QUESTION # QUESTION SCORING 6. 7. At any time during the past five years, has any surety company made any payments on behalf of your firm as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with any construction project, either public or private? ❑ Yes ❑ No If "yes." Explain on a separate signed page the amount of each such claim, the name and telephone number of the claimant, the date of the claim, the grounds for the claim, the present status of the claim, the date of resolution of such claim if resolved, the method by which such was resolved if resolved, the nature of the resolution and the amount, if any, at which the claim was resolved. Number of Claims: In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ❑ Yes ❑ No If "Yes," explain on a separate, signed page and name the insurance carrier, the form of insurance, and the year of the refusal. Number of Instances: 5 points for either "No" or "Yes" indicating 1 such claim. 3 points for "Yes" indicating no more than 2 such claims. Subtract five points for "Yes" if more than 2 such claims. 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-17 164 SECTION CRITERIA # of SCORING QUESTIONS II Part 5 — Criminal Matters 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. In the last five (5) years, has your firm, or any of its owners, officers, or partners ever been found liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ❑ Yes ❑ No If "Yes," explain on a separate, signed page identifying who was involved, the name of the public agency, the date of the investigation, and the grounds for the finding. No = 5 points Yes =subtract 5 points 2. In the last five (5) years, has your firm, or any of its owners, officers, or partners even been indicted or convicted of a crime involving any federal, state, or local law related to construction or bidding? ❑ Yes ❑ No If "yes," explain on a separate signed page, including identifying who was involved, the name of the public agency, the date of the conviction and the grounds for the conviction. No = 5 points Yes =subtract 5 points 3. In the last five (5) years, has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, or any other act of dishonesty? ❑ Yes ❑ No If "Yes," explain on a separate, signed page the person or persons convicted, the court (the county if a state court, the district or location of the federal court), the year, and the criminal conduct. No = 5 points Yes =subtract 5 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-18 165 QUESTION # QUESTION SCORING 4. In the last five (5) years, has the firm been convicted of violating a State or Federal law relating to the employment of undocumented aliens? ❑ Yes ❑ No If yes, describe: No = 5 points Yes = subtract 5 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-19 166 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 6 — Bonding 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. Bonding capacity: Provide documentation from your surety identifying the following: Name of bonding company/surety: Name of surety agent, address, and phone number: Informational only. Documentation for answers to questions in Part 6 shall be provided as part of documentation for question 7 in Section I of this Questionnaire 2. State the greatest premium percentage rate that your firm was required to pay for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years. You may provide an explanation for a percentage rate higher than one per cent, if you wish to do so. 5 points if the rate is no more than 1% 3 points if the rate was no higher than 1.1% 0 points for any other answer 3. List all other sureties (name and full address) that have written bonds for your firm during the last five years, including the dates during which each wrote the bonds: Informational only. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-20 167 QUESTION # QUESTION SCORING 4. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a public construction project when one was required? ❑ Yes ❑ No If "Yes," provide details on a separate signed sheet indicating the date when your firm was denied coverage and the name of the company or companies which denied coverage; and the period during which you had no surety bond in place. No = 5 points Yes = 0 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-21 168 SECTION CRITERIA # of QUESTIONS SCORING III Part 1 — OSHA and Environmental Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has OSHA (Federal or State) cited and assessed penalties against your firm for any "willful" or "repeat" violations of its safety or health regulations in the past five years? Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attached a separate signed page describing the citations, including information about the dates of the citations, the nature of the violation, the project on which the citation(s) was or were issued, the amount of penalty paid, if any. If the citation was appealed to the Occupational Safety and Health Appeals Board and a decision has been issued, state the case number and the date of the decision. Number of Instances: One instance is one inspection by OSHA. If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 such instance 0 points for "Yes" if more than 1 such instance. If the firm's average annual gross revenues for the last three years was >$100 million: 5 points for "No." 3 points for "Yes" indicating 1 or 2 such instances. 0 points for "Yes" if more than 2 such instances. 2. Has the Federal or State Occupational Safety and Health Administration cited and assessed penalties against your firm for "serious" violations in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: One instance is one inspection by OSHA. If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 or 2 such instances. 2 points for "Yes" indicating 3 such instances. 0 points for "Yes" if more than 3 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for "No" 3 points for "Yes" indicating 1, 2 or 3 such instances. 2 points for "Yes" indicating 4 such instances. 0 points for "Yes" if more than 4 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-22 169 QUESTION # QUESTION SCORING 3. Has any state EPA or any Air Quality Management District or any Regional Water Quality Control Board cited and assessed penalties against either your firm or the owner of a project on which your firm was the contractor, in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 or 3 such instances. 0 points for "Yes" if more than 3 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, or 2 such instances. 3 points for "Yes" indicating either 3 or 4 such instances. 0 points for "Yes" if more than 4 such instances. 4. Has the FRA provided your firm with any notices of probable violation that resulted in an assessment of civil penalties? ❑ Yes ❑ No If "yes," attached a separate signed page describing the notices, including information about the dates of the notices, the nature of the violation, the project on which the notice(s) was or were issued, and the actions taken to remedy the violation. Number of Instances: One instance is one inspection by the FRA. If the firm's average annual gross revenues for the last three years was < $100 million: 3 points for "No." 1 point for "Yes" indicating 1 or 2 such instances. 0 points for "Yes" if more than 2 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 3 points for "No." 1 points for "Yes" indicating 1 to 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-23 170 QUESTION # QUESTION SCORING 5. List your firm's Experience Modification Rate (EMR) (Workers' Compensation Insurance) for each of the past three premium years and this premium year. Attach a copy of current and the past three (3) years of Worker's Compensation Insurance as proof of EMR(s) per RFQ section 3.4B. Note: An Experience Modification Rate is issued to your firm annually by your workers' compensation insurance carrier. Current year 2012: 2011: 2010: 2009: 3 -year average: If your organization's EMR for any of the four years shown above is or was 1.00 or higher, please attach a letter of explanation. 5 points for four-year average EMR of .95 or less 3 points for four-year average of EMR of more than .95 but no more than 1.00 0 points for any other EMR 6. Within the last five years, has there ever been a period when your firm had employees, but was without workers' compensation insurance or state -approved self-insurance? ❑ Yes ❑ No If "yes," please explain the reason for the absence of workers' compensation insurance on a separate signed page. If "No," please provide a statement by your current workers' compensation insurance carrier (and any others if carrier has changed in the last five years) that verifies periods of workers' compensation insurance coverage for the last five years. (If your firm has been in the construction business for less than five years, provide a statement by your workers' compensation insurance carrier verifying continuous workers' compensation insurance coverage for the period that your firm has been in the construction business.) Number of Instances: 5 points for either "No" or "Yes" indicating 1 such instance. 0 points for any other answer Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-24 171 SECTION CRITERIA # of QUESTIONS SCORING III Part 2 —Wage Laws and Apprenticeship Compliance Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has there been more than one occasion during the last five years on which your firm was required to pay either back wages or penalties for your own firm's failure to comply with the state's prevailing wage laws? NOTE: This question refers only to your own firm's violation of prevailing wage laws, not to violations of the prevailing wage laws by one of your subcontractors. ❑ Yes ❑ No If "yes," attach a separate signed page or pages, describing the nature of each violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid and the amount of back wages and penalties that you were required to pay. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. 2. During the last five years, has there been more than one occasion on which your own firm has been penalized or required to pay back wages for failure to comply with the federal Davis -Bacon prevailing wage requirements? ❑ Yes ❑ No If "yes," attach a separate signed page or pages describing the nature of the violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid, the amount of back wages you were required to pay along with the amount of any penalty paid. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-25 172 QUESTION # QUESTION SCORING 3. Provide the name, address and telephone number of the apprenticeship program sponsor(s) (approved by the State Apprenticeship Council) from whom you intend to request the dispatch of apprentices to your company for use on any public work project for which you are awarded a contract by the RCTC. List: 5 points if at least one approved apprenticeship program is listed. 0 points for any other answer. 4. If your firm operates its own State - approved apprenticeship program: A. Identify the craft or crafts in which your firm provided apprenticeship training in the past year, and the year in which each apprenticeship program was approved. B. Attach evidence of the most recent State Apprenticeship Council approval(s) of your apprenticeship program(s). C. State the number of individuals who were employed by your firm as apprentices at any time during the past three years in each apprenticeship and the number of persons who, during the past three years, completed apprenticeships in each craft while employed by your firm. 5 points if one or more persons completed an approved apprenticeship while employed by your firm. 0 points if no persons completed an approved apprenticeship while employed by your firm. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-26 173 QUESTION # QUESTION SCORING 5. At any time during the last five years, has your firm been found to have violated any provision of any state apprenticeship laws or regulations, or the laws pertaining to use of apprentices on public works? ❑ Yes ❑ No If "yes," provide the date(s) of such findings, and attach copies of the Department's final decision(s). Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" and more than 6 such instances. 6. Has any violation of a State License Law regarding personal income tax withholding or Federal Insurance Contribution Act (FICA) withholding requirements settled against the firm? If the answer is "Yes," explain on a separate, signed page and attach. Number of Instances: 5 points for either "No," or "Yes" indicating either 1 or 2 such instances. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-27 174 SECT CRITERIA # of SCORING ION QUESTIONS IV Completion of Recent Projects 14 Yes - Self Performing = 5 points Yes - Managing = 3 No = 0 points QUESTION # QUESTION SCORING In the last 12 years, has your organization provided systems work services in connection with commuter railway projects similar to the Perris Valley Line Commuter Rail Extension Project in terms of scope, complexity, and value as described herein, and specifically, projects that have the following similarities? 1. Experience self -performing construction of specialized commuter and freight railway signalizations and train control systems in accordance with 49 CFR Part 236? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Zero (0) points for NO and disqualification 2. Experience self -performing the modifications to existing in- service specialized railway signalizations and train control systems in accordance with 49 CFR Parts 235 and 236? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Zero (0) points for NO and disqualification 3. Experience self -performing construction of new and upgrading/modifying existing Highway -Rail Grade Crossing Warning Systems under a Class I live freight environment in accordance with 49 CFR Part 234? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Zero (0) points for NO and disqualification Caution! disqualification. Answering "NO" to questions 1, 2, or 3 above will result in immediate Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-28 175 QUESTION # QUESTION SCORING 4. a) Experience self -performing construction of specialized commuter and freight railway communications and control systems? ❑Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Three (3) points for YES - Managing Zero (0) points for NO b) Experience managing the construction of specialized commuter and freight railway communications and control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 5. a) Experience self -performing the testing and commissioning of specialized commuter and freight railway signalizations and train control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Three (3) points for YES - Managing Zero (0) points for NO b) Experience managing the testing and commissioning of specialized commuter and freight railway signalizations and train control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 6. a) Experience self -performing the testing and commissioning of specialized commuter and freight railway communications and train control systems?❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Three (3) points for YES - Managing Zero (0) points for NO b) Experience managing the testing and commissioning of specialized commuter and freight railway communications and train control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 7. a) Experience self -performing the testing and commissioning of specialized Highway -Rail Grade Crossing Warning Systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Three (3) points for YES - Managing Zero (0) points for NO b) Experience managing the testing and commissioning of specialized Highway -Rail Grade Crossing Warning Systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-29 176 QUESTION # QUESTION SCORING 8. a) Experience self -performing the construction and commissioning of railroad industry Fiber Optic Subsystems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Three (3) points for YES - Managing similar projects Zero (0) points for NO b) Experience managing the construction and commissioning of railroad industry Fiber Optic Subsystems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 9. a) Experience self -performing the construction and commissioning of railroad industry Microwave Subsystems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Three (3) points for YES - Managing similar projects Zero (0) points for NO b) Experience managing the construction and commissioning of railroad industry Microwave Subsystems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 10. a) Experience self -performing construction, modification, and commissioning of railroad industry Voice Radio Systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Three (3) points for YES - Managing similar projects Zero (0) points for NO b) Experience managing the construction, modification, and commissioning of railroad industry Voice Radio Systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-30 177 QUESTION # QUESTION SCORING 11. a) Experience self -performing construction, modification, and commissioning of railroad industry ATCS (Advanced Train Control Systems)? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Three (3) points for YES - Managing similar projects Zero (0) points for NO b) Experience managing the construction, modification, and commissioning of railroad industry ATCS (Advanced Train Control Systems)? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 12. Experience performing work in accordance with FRA regulations on Hours of Service (49 CFR 228) and Railroad Workplace Safety (49 CFR 214)? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES Zero (0) points for NO 13. Does your firm own or have access to specialized Railway Signal and Communications test equipment? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES Zero (0) points for NO 14. a) Experience self -performing the maintenance and repair of railway signal and train control systems, communication systems, and grade crossing control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Three (3) points for YES - Managing similar projects Zero (0) points for NO b) Experience managing the maintenance and repair of railway signal and train control systems, communication systems, and grade crossing control systems? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-31 178 V Quality of Performance 14 Based on Interview Interview Results Questions Provide information about no more than five (5) projects most recently completed or in progress by your company as a subcontractor or general contractor in the last twelve (12) years that are similar to this Project's scope, complexity and value for construction of commuter railway projects, including, but not limited to: • New rail systems construction; • Modification of / to existing rail systems • Testing and commissioning of railway signal and train control systems, communication systems, and grade crossing control systems; • Maintenance and repair of railway signal and train control systems, communication systems, and grade crossing control systems; and • Experience working on mixed -use (freight and commuter) rail line with track speeds up to and including 79 MPH while maintaining existing freight service. Projects and references must be current and verifiable. Prospective subcontractors are encouraged to present projects on which the Project Manager, Field Superintendent and Safety Manager have worked within the last 12 years that are comparable to the Perris Valley Line Commuter Rail Extension Project, as described herein. Prospective Subcontractors must provide information about projects that are similar to this Project's scope, complexity and value as described above. Contact for references must be a Project Manager or Assistant Project Manager and alternate for both Owner and Engineer. Please provide their titles on the project references. RCTC will interview the Primary Owner Contact or Alternate Owner Contact identified on the Relevant Project Data Sheets for the purpose of obtaining scores for each of the 14 Interview Questions that appear on pages B-48 and B-49 of this RFQ. In the event that the Owner representative states that they do not have sufficient knowledge to answer any specific question(s), RCTC will contact one of the Engineer/Designer representatives identified on the Relevant Project Data Sheets to obtain an response to any unanswered questions for scoring. Prospective subcontractors are encouraged to notify references to ensure their availability to be interviewed during the SOQ evaluation period following submittal of the SOQ, as outlined in Section 2.2 of the RFQ. RCTC will use interview question scores from only two (2) of the projects provided as references (maximum five Relevant Project Data Sheets) to determine if the minimum passing score of 170 points out of 260 has been achieved. Projects that score less than 85 points will be eliminated from consideration in determining the minimum passing score. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-32 179 RELEVANT PROJECT DATA SHEET PROJECT NO. 1 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: j. Identification of project: New Rail Systems Construction ;Modification of / to Existing Rail Systems Testing & Commissioning of Railway Signal and Train Control Systems, Communication Systems and Grade Crossing Control Systems Specialty Upgrade Maintenance & Repair Other- Explain Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-33 180 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-34 181 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section 11, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-35 182 RELEVANT PROJECT DATA SHEET PROJECT NO. 2 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: j. Identification of project: New Rail Systems Construction ;Modification of / to Existing Rail Systems Testing & Commissioning of Railway Signal and Train Control Systems, Communication Systems and Grade Crossing Control Systems Specialty Upgrade Maintenance & Repair Other- Explain Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-36 183 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-37 184 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section 11, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as general contractor on project: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-38 185 RELEVANT PROJECT DATA SHEET PROJECT NO. 3 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: j. Identification of project: New Rail Systems Construction Modification of / to Existing Rail Systems Testing & Commissioning of Railway Signal and Train Control Systems, Communication Systems and Grade Crossing Control Systems Specialty Upgrade Maintenance & Repair Other- Explain Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-39 186 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-40 187 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section 11, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontracts, or subcontractors if performed as general contractor on project: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-41 188 RELEVANT PROJECT DATA SHEET PROJECT NO. 4 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J• Identification of project: New Rail Systems Construction ;Modification of / to Existing Rail Systems Testing & Commissioning of Railway Signal and Train Control Systems, Communication Systems and Grade Crossing Control Systems Specialty Upgrade Maintenance & Repair Other- Explain Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-42 189 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-43 190 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as general contractor on project: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-44 191 RELEVANT PROJECT DATA SHEET PROJECT NO. 5 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: j. Identification of project: New Rail Systems Construction Modification of / to Existing Rail Systems Testing & Commissioning of Railway Signal and Train Control Systems, Communication Systems and Grade Crossing Control Systems Specialty Upgrade Maintenance & Repair Other- Explain Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-45 192 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-46 193 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as general contractor on project: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-47 194 SCORING GUIDELINES FOR INTERVIEW QUESTIONS DO NOT RETURN WITH QUESTIONNAIRE QUESTION # QUESTION SCORING 1. Are there any outstanding stop notices, liens, or claims by the Subcontractor that are currently unresolved on contracts for which notices of completion were recorded more than 120 days ago? Number outstanding: One (1) point for each is deducted from overall score Maximum amount to be deducted is five (5) points For questions 2 — 14, please provide your answer based on a scale of 0 - 10, with 10 being the best. 2. Did the Subcontractor provide sufficiently qualified and well -trained on -site personnel and supervision? Maximum 10 points 3. Rate the Subcontractor's safety record and compliance with FRA regulations. Maximum 10 points 4. Did the Subcontractor provide suitable, well -maintained specialty equipment to perform the systems work? Maximum 10 points 5. Was Subcontractor able to submit acceptable test procedures and test plans in a timely manner? Maximum 10 points 6. Did the Subcontractor adhere to the project schedule that your agency/organization approved? Maximum 10 points 7. Did the Subcontractor adequately plan, schedule and complete, on time, critical work elements (e.g. track outages, pre- testing efforts, coordination of cut-overs, grade crossings, etc.)? Maximum 10 points. For delays attributable to the Subcontractor: Detailed planning, no delays = 10 points Inadequate planning, numerous delays impacting train movement = 0 points 8. Did Subcontractor have personnel experienced in the respective disciplines to properly test and commission the systems? Maximum 10 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-48 195 QUESTION # QUESTION SCORING 9. Rate the Subcontractor on the timely submission of reasonable cost and time estimates to perform change order work. Maximum 10 points 10. How well did the Subcontractor perform the work after a change order was issued, and how well did the Specialty Subcontractor integrate the change order work into the existing work? Maximum 10 points 11. How did the Subcontractor perform in the area of turning in Operation & Maintenance manuals, completing as - built drawings, providing required training and taking care of warranty items? Maximum 10 points 12. Were there an unusually high number of claims, given the nature of the project, or unusual difficulty in resolving them? Maximum 10 points 13. Rate how well the Subcontractor worked and coordinated with railroad personnel (safety, inspection, maintenance, operations)? Maximum 10 points 14. Quality of the work overall? Maximum 10 points Nothing herein shall be construed to limit the right of RCTC to consider and evaluate information provided by a reference that may not be directly responsive to the foregoing questions. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-49 196 DECLARATION IN SUPPORT OF ANSWERS TO QUESTIONNAIRE To the RCTC: I, the undersigned, certify and declare that I have read all the foregoing answers to this pre -qualification questionnaire and know their contents. The matters stated in the questionnaire answers are true to the best of my knowledge, except as to those matters stated on information and belief, and as to those matters I believe them to be true. I declare under penalty of perjury under the laws of the State of California, that the foregoing is correct. IF A SOLE OWNER OR SOLE CONTRACTOR, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of proprietor IF A PARTNERSHIP, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of each member of partnership: (Indicate character of each partner — general or special.) IF A CORPORATION SIGN HERE: A corporation requires the signature of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. (1) Name under which business is conducted (2) First Signature of Chairman of Board (3) Second Signature with official title of officer authorized to sign for the corporation (IMPRESS) (CORPORATE SEAL HERE) Incorporated under the laws of the State of IF A JOINT VENTURE, SIGN HERE: (1) Name of the Joint Venture (2) Signature and official title of person authorized to sign on behalf of the Joint Venture (3) Name of each entity (or person) comprising the joint venture and its state of incorporation, if applicable Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project SOQ — Prequalification Questionnaire RFQ - Train Control, Signal & Communication, Grade Crossing Warnings B-50 197 APPENDIX C: PRE -QUALIFICATION FORMS Form A TRANSMITTAL LETTER SUBCONTRACTOR: SOQ No.: 12-33-025-00 SOQ Date: [Insert Date] Riverside County Transportation Commission 4080 Lemon Street, 3rd floor Riverside, CA 92501 Attn: Mr. Matthew Wallace The undersigned ("Subcontractor") submits this Statement of Qualifications submittal (this "SOQ") in response to that certain Request for Qualifications dated as of (as amended, the "RFQ"), issued by Riverside County Transportation Commission ("RCTC") to construct the Perris Valley Line Commuter Rail Extension Project as described in the RFQ. Enclosed, and by this reference incorporated herein and made a part of this SOQ, are the following: • Form A — Transmittal letter • Form H — Subcontractor SOQ Certification • Subcontractor's Organization Information (page B-2) • Financial Institutional References (page B-3) • Subcontractor Information Form (page B-4) • Completed Pre -Qualification Questionnaire (Sections I — V) • Declaration in Support of Answers to Questionnaire (page B- 50) • Supporting Documentation for Pre -qualification Questionnaire o I -Q2: Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D o I -Q4: Copies of audited Financial Statements with accompanying notes and supplemental information as per RFQ Section 3.3B o I -Q5: Line of Credit Letter as per RFQ Section 3.3E o I -Q6: Dun & Bradstreet Report as per RFQ Section 3.3F o I -Q7: Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per RFQ Section 3.3A Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-1 SOQ Form A 199 Form A TRANSMITTAL LETTER o I -Q12: Copy of "Control of Drug and Alcohol Use" policy and evidence of FRA acceptance of the policy, per RFQ Section 3.4C o III Part 1-Q5: Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR per RFQ Section 3.4B o V: Project Photos for the Relevant Project Data Sheets per RFQ Section 3.5B • Explanations of Answers to Pre -qualification Questionnaire o Explanations on separate, signed pages, as needed, in the same order as the questions appear in the Prequalification Questionnaire. • Form B — Backlog and Financial Information per RFQ Section 3.3C • Form E— Safety Questionnaire per RFQ Section 3.4 • Form F— Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit per RFQ Section 1.17. • Form G — Small Business Subcontracting Plan Summary per RFQ Section 1.17 Subcontractor acknowledges receipt, understanding, and full consideration of all materials posted on RCTC's website (www.rctc.org/rfps.asp) as set forth in Section 1.5 and Section 1.11, and the following addenda and sets of questions and answers to the RFQ: [Subcontractor to list any addenda to this RFQ and sets of questions and answers by dates and numbers prior to executing Form A.] Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-2 SOQ Form A 200 Form A TRANSMITTAL LETTER Subcontractor represents and warrants that it has read the RFQ and agrees to abide by the contents and terms of the RFQ and the SOQ. If the Subcontractor consists of more than one entity, all members of the Subcontractor entity agree to accept joint and several liability for performance under the Contract. Subcontractor understands that RCTC is not bound to pre -qualify any Subcontractor and may reject each SOQ RCTC may receive. Subcontractor further understands that all costs and expenses incurred by it in preparing this SOQ and participating in the Project procurement process will be borne solely by the Subcontractor. Subcontractor agrees that RCTC will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this SOQ. This SOQ shall be governed by and construed in all respects according to the laws of the State of California. Subcontractor's business address: (No.) (Street) (Floor or Suite) (City) (State or Province) (ZIP or Postal Code) (Country) State or Country of Incorporation/Formation/Organization: [insert appropriate signature block from following pages] Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-3 SOQ Form A 201 Form A TRANSMITTAL LETTER 1. Sample signature block for corporation or limited liability company: [Insert Subcontractor's name] By: Print Name: Title: 2. Sample signature block for partnership or joint venture: [Insert Subcontractor's name] By: [Insert general partner's or equity member's name] By: Print Name: Title: [Add signatures of additional general partners or equity members as appropriate] 3. Sample signature block for attorney in fact: [Insert Subcontractor's name] By: Print Name: Attorney in Fact Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-4 SOQ Form A 202 Form B BACKLOG AND FINANCIAL INFORMATION Name of Subcontractor: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Subcontractors are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Subcontractor Entities and Firm Names Contracts in Force (Number) Total Contract Value (US$ millions) Value of Work Remaining by Year ( US $ millions) 2012 2013 2014 Principal/Major Participant: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Systems Subcontractor Request for Qualifications C-5 SOQ Form B 203 Form B BACKLOG AND FINANCIAL INFORMATION Name of Subcontractor: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Subcontractors are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Firm Name Proposals / Bids Out- standing (Number) Total Potential Value (US$ millions) Principal/Major Participant: Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-6 SOQ Form B 204 Form C SUBCONTRACTOR'S CLARIFICATION REQUEST DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Subcontractor/Firm Name: Date of Question: Date of RCTC Response: RFQ Section No. or Appendix Question Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-7 Systems Subcontractor Request for Qualifications SOQ Form C 205 Form D SUBCONTRACTOR COMMENTS FORM DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Subcontractor/Firm Name: Date of Comment: Date of RCTC Response: Document Reference Comment Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-8 Systems Subcontractor Request for Qualifications SOQ Form D 206 Form E Safety Questionnaire Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Subcontractors to address subject areas identified in the tables and questions below, Subcontractor shall add additional lines within each subject area as appropriate. Form E has no SOQ page limitation. 1. Provide the following information for the past 3 years: Item 2009 2010 2011 Experience Modification Rate Lost Work Rate Employee hours worked (Do not include non -work time, even though paid) Number of lost workday cases Number of restricted workday cases Number of cases with medical attention only Number of fatalities 3 -Year Average Experience Modification Rate: 3 -year Average Loss Work Rate: 2. Are internal accident reports and report summaries sent to management? To what levels and how often? Position No Yes Monthly Quarterly Annually 3. Do you hold site meetings for supervisors? Yes No How Often? Weekly Biweekly Monthly Less often, as needed Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-9 SOQ Form E 207 Form E Safety Questionnaire 4. Do you conduct Project Safety Inspections? Yes No By Whom? How Often? Weekly Biweekly Monthly 5. Does the firm have a written Safety Program? Yes No (If yes, attach the Safety Program cover page, table of contents, and signed and dated approval of the Safety Program) 6. Does the firm have an orientation program for new hires? Yes No If yes, what safety items are included? 7. Does the firm have a program for newly hired or promoted foremen? Yes No If yes, does it include instruction of the following? Topic Yes No Safety Work Practices Safety Supervision On -site Meetings Emergency Procedures Accident Investigation Fire Protection and Prevention New Worker Orientation 8. Does the firm hold safety meetings which extend to the laborer level? Yes No How often? Daily Weekly Bi-Weekly Less often, as needed Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-10 SOQ Form E 208 Form F Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit STATE OF COUNTY OF Each of the undersigned, being first duly sworn, deposes and says that (Contact Name) is the of and is the (Title) (Company) (Contact Name) (Title) of , which entity(ies) are the (Company) (Joint Venture/Partnership, Other) of , the entity making the foregoing Proposal. (Joint Venture Company) The Subcontractor hereby affirms that it is committed to fully complying with U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race -Neutral) of 12.4% for the project period as further defined in the IFB, when issued, and that by submitting a Small Business Subcontracting Plan Summary (Form G) it understands that RCTC encourages the participation of small businesses, including certified DBE firms, in the performance of subcontracts on the resulting contract. (Signature) (Signature) (Name Printed) (Name Printed) (Title) (Title) Subscribed and sworn to before me this day of , 20 Notary Public in and for said County and State [Seal] My commission expires: [Duplicate or modify this form as necessary so that it accurately describes the entity making the SOQ submittal and so that it is signed on behalf of all partners/members of the proposing firm.] A COPY OF THIS CERTIFICATION MUST BE COMPLETED AND SIGNED BY SUBCONTRACTOR AND, IF A SUBCONTRACTOR IS A PARTNERSHIP, LIMITED PARTNERSHIP, JOINT VENTURE OR OTHER ASSOCIATION, THEN A SEPARATE CERTIFICATION MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH MEMBER AND SUBMITTED WITH THE STATEMENT OF QUALIFICATIONS. Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-11 209 SOQ Form F Form G Small Business Subcontracting Plan Summary Name of Subcontractor: Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Subcontractors to address subject areas identified in the table and items below, Bidder shall add additional lines within each subject area as appropriate. Form G has a three page limitation Provide the following information: Small Business Subcontracting Plan Summary The following items shall be included in the Small Business Subcontracting Plan Summary: Small Business Subcontracting Plan Summary • The estimated percentage participation level of SB subcontracts to be awarded • The areas of work anticipated to be subcontracted to small business firms • The efforts the Subcontractor would undertake if awarded the Contract to breakdown subcontract opportunities to a size small businesses can reasonably perform Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-12 Systems Subcontractor Request for Qualifications S0Q Form G 210 Form G Small Business Subcontracting Plan Summary • Describe what efforts would be undertaken to advertise in various media about potential small business subcontracting opportunities • Describe contemplated means of notifying potential small businesses to determine their interest in subcontract opportunities and plans to follow up on initial responses by small businesses. Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-13 SOQ Form G 211 Form H SUBCONTACTOR SOQ CERTIFICATION DECLARATION STATE OF COUNTY OF ) I, (printed name) , being first duly sworn, state that I am the (title) of the Subcontractor. I certify that I have read and understood the information contained in the Request for Qualifications issued by the Riverside County Transportation Authority for the Perris Valley Line Commuter Rail Extension Project and the attached Statement of Qualifications (SOQ), and that to the best of my knowledge and belief all information contained herein and submitted concurrently or in supplemental documents with this SOQ is complete, current, and true. I further acknowledge that any false, deceptive, or fraudulent statements in the SOQ will result in denial of pre - qualification status. (Signature) (Name Printed) ACKNOWLEDGMENT On this (date) before me, (name and title of officer) personally appeared, (name of signer above), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary Public in and for said County and State [Seal] My commission expires: 1 Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-14 SOQ Form H 212 APPENDIX D: PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Appendix D Pre -Qualification Evaluation Scoring Procedure & Matrices Not all of the questions in the Pre -Qualification Questionnaire (Appendix B) are "scorable;" some are strictly informational while others are based on a point system, as indicated in the questionnaire. This section explains the minimum scores required to pass, and the maximum points possible that a Subcontractor can score in each section. At the end of this section, a series of matrices are provided that further detail the minimum passing scores. SECTION CRITERIA SCORING I Essential Requirements for Qualifications PASS/FAIL II Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding SCORABLE III OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record SCORABLE IV Completion of Recent Projects SCORABLE V Quality of Performance (relevant project examples and interview questions) SCORABLE (based upon interview results) Scores Needed for Pre -Qualification To pre -qualify, a prospective Subcontractor must achieve a passing score within each of the four scorable areas of the pre - qualification questionnaire referenced above: • Section I, "Essential Requirements for Qualification," is strictly scored on a "pass/fail" basis. All answers must be scored as "pass" and all requested information must be submitted with the SOQ for this section to be determined to have a passing score. Failure on any one item will result in disqualification. • Section II, "Current Organization & Structure of the Business, History of the Business and Organizational Performance, Licenses, Disputes, Criminal Matters, and Bonding," requires a passing score of 58 out of a maximum score of 76. • Section III, "OSHA and Environmental Record, and Wage Laws & Apprenticeship Compliance Record," requires a passing score of 43 out of a maximum score of 58 points. • Section IV, "Completion of Recent Projects," consists of 14 yes -or -no questions regarding very specific types of construction experience and requires a passing score of 43 out of a maximum score of 70. A "no" answer to any one of the first three (3) questions will result in disqualification. • Section V, "Quality of Performance," requires prospective Subcontractors to submit no more than 5 relevant project examples to demonstrate Subcontractor's relevant experience and satisfactory performance of work. Information provided on these datasheets will be confirmed by RCTC through interviews with the project owners. Of the projects submitted, at least two projects must each achieve a score of 85 points or more in order for Subcontractor to pass this portion of the prequalification process (a minimum total passing score of 170 points). Project interviews that score less than 85 points will be eliminated. A maximum of 130 points can be earned per interview, with a maximum combined total score of 260 points over two projects. Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project D-1 SOQ Scoring Procedure and Matrices 214 The following matrices detail the scoring criteria required to pass each section of the Pre -Qualification Questionnaire. MATRIX # SECTION SCORABLE QUESTIONS 1 2 3 4 5 6 Scoring Summary Section 1: Essential Requirements Section II: Part I - Current Organization & Structure of the Business Part 2 - History of the Business and Organizational Performance Part 3 — Licenses Part 4 — Disputes Part 5 — Criminal Matters Part 6 - Bonding Section III: Part 1 — OSHA and Environmental Record Part 2 — Wage Laws & Apprenticeship Compliance Record Section IV: Completion of Recent Projects Section V: Quality of Performance — Interview Questions All 12 Pass/Fail or Disqualified Part 1 - Informational Part 2: 5-7 Part 3: 5 Part 4: 1-7 Part 5: 1-4 Part 6: 2,4 Part 1: 1-6 Part 2: 1-6 1-14 1-14 Riverside County Transportation Commission Systems Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project D-2 SOQ Scoring Procedure and Matrices 215 Subcontractor's Name: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Train Control, Signal & Communication, and Grade Crossing Warning Systems Evaluation Matrix for Subcontractor Pre -Qualification Questionnaire (see Appendix B) Scoring Summary Minimum Maximum ACTUAL Scoring Areas Score Score Score Section 1 - Essential Requirements for Qualification Pass/Fail Pass/Fail Section II - Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding 58 76 Section III - OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record 43 58 Section IV- Completion of Recent Projects 43 (15 points must be from questions 1,2, & 3) 70 Section V - Quality of Performance (relevant project examples and Interview questions*) 170 260 NOTES * 85 minimum/130 maximum per project. Total evaluation is based on scores on two projects. Riverside County Transportation Authority Systems Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project SOQ Scoring Summary Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -qualification Evaluation Matrix (see Appendix B) Train Control, Signal & Communication, and Grade Crossing Warning Systems Section I - Essential Requirements for Qualification Question Number Scoring Range Pass/Fail Comments Failure Score Passing Score Actual Score 1 No Yes Valid California Contractor's License 2 No Yes General Libality Insurance 3 No Yes Current Workmans' Compensation Insurance Policy 4 No Yes Audited financial statement - copies of last three years 5 No Yes Submittal only - Letter verifying credit 6 No Yes Submittal only - Dun & Bradstreet report 7 No Yes Submittal only - Notarized statement from an admitted surety company approved by California Dept. of Insurance 8 Yes No Appealable with explanation - Revoked license 9 Yes No Appealable with explanation - Surety completed work on Contractor's behalf 10 Yes No Ineligible to bid/award on any Public Works contract 11 Yes No Appealable with explanation - firm or owner convicted of a crime 12 No Yes FRA-accepted "Control of Drug & Alcohol Use" policy Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Systems Subcontractor Request for Proposal SOQ Section I Scoring Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -qualification Evaluation Matrix (see Appendix B) Train Control, Signal & Communication, and Grade Crossing Warning Systems Section 11 - Part 2: History of the Business & Org. Performance Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 5 0 5 6 0 3 7 0 3 Section 11 - Part 3: Licenses 5 0 5 Section 11 - Part 4: Disputes 2 0 5 3 0 5 4 0 5 5 0 5 6 -5 5 7 0 5 Section 11 - Part 5: Criminal Matters 1 -5 5 2 -5 5 3 -5 5 4 -5 5 2 Section 0 11 - Part 6: Bonding 5 4 0 5 Total Minimum Acceptable Score 58 76 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project L 1 8 Systems Subcontractor Request for Proposal SOQ Section II Scoring Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -qualification Evaluation Matrix (see Appendix B) Train Control, Signal & Communication & Grade Crossing Warning Systems Section III - Part I: OSHA and Environmental Record Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 1 0 5 2 0 5 3 0 5 4 0 3 5 0 5 6 0 5 Section III - Part 2: Wage Laws & Apprenticeship 5 Compliance Record 1 0 2 0 5 3 0 5 4 0 5 5 0 5 6 0 5 Total Minimum Acceptable Score 43 58 Riverside County Transportation Commission Systems Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project SOQ Section 1 1 1 Scoring Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -Qualification Evaluation Matrix (see Appendix B) Train Control, Signal & Communication, and Grade Crossing Warning Systems Section IV - Completion of Recent Projects Question Number Scoring Range Total Actual Score Minimum Possible Score Highest Possible Score 1* 0 - Fail 5 2* 0 - Fail 5 3* 0 - Fail 5 4 0 5 5 0 5 6 0 5 7 0 5 8 0 5 9 0 5 10 0 5 11 0 5 12 0 5 13 0 5 14 0 5 Total Minimum Acceptable Score 43 70 NOTES or 3 disqualifies the Subcontractor 43 points disqualifies the Subcontractor *No score on Questions 1, 2, An actual score of less than Riverside County Transportation Commission Systems Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project 23270 SOQ Section IV Scoring Subcontractor: Riverside Construction of the Subcontractor Pre Train Control, Signal County Transportation Commission Perris Valley Line Commuter Rail Extension Project -qualification Evaluation Matrix (see Appendix B) & Communication, and Grade Crossing Warning Systems Section V - Quality of Performance: Interview Questions Question Number Scoring Range Total Actual Score Minimum Possible Score Highest Possible Score Actual Score Project Number 1 2 3 4 5 1 -5 0 2 0 10 3 0 10 4 0 10 5 0 10 6 0 10 7 0 10 8 0 10 9 0 10 - 10 0 10 11 0 10 12 0 10 13 0 10 14 0 10 Total Minimum Acceptable Score 85 130 Notes: with evaluation based on the combined total of two projects than 170 points disqualifies the Subcontractor or more but less than 260 indicates that the RCTC may want to conduct additional interview(s). Scores are "per project" An actual score of less An actual score of 170 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Systems Subcontractor Request for Qualifications SOQ Section V Scoring RIVERSIDE COUNTY TRANSPORTATION COMMISSION REQUEST FOR QUALIFICATIONS (RFQ) No. 12-33-026-00 For Purposes of Pre -Qualifying Specialty Subcontractors (Track Work) to Submit a Cost Proposal to Pre -qualified General Contractor Bidders to Construct the Perris Valley Line Commuter Rail Extension Project Through a Public Works Construction Contract SUBCONTRACTORS Track Work Under Active Freight Operations RIVERSIDE COUNTY TRANSPORTATION COMMISSION 4080 Lemon Street, 3rd floor Riverside, CA 92501 Key RFQ Dates: RFQ Advertisement July 23, 2012 Subcontractors' Questions Due September 4, 2012 Responses to Questions Issued to Subcontractors September 10, 2012 SOQ Due Date September 17, 2012 SOQ Evaluation Completed September 27, 2012 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Track Work ADV- 1 Subcontractor Request for Qualifications 222 SUBJECT: REQUEST FOR QUALIFICATIONS No. 12-33-026-00 SUBCONTRACTORS TRACK WORK UNDER ACTIVE FREIGHT OPERATIONS PERRIS VALLEY LINE COMMUTER RAIL EXTENSION PROJECT To whom it may concern: The Riverside County Transportation Commission ("RCTC") invites Statements of Qualifications ("SOQs") from specific specialty subcontracting entities ("Subcontractors") wishing to submit a cost proposal to provide Track Work Services (Track Work) under active freight operations to pre -qualified general contractors submitting Bids for the construction of the Perris Valley Line Commuter Rail Extension Project ("Project") through a public works construction contract. RCTC is issuing this Request for Qualifications ("RFQ") 12-33-026-00 pursuant to Public Contracts Code section 20100, et seq. The purpose of issuing the RFQ is to solicit information that RCTC will evaluate to pre -qualify potential specialty Subcontractors to perform Track Work for the Project. Pre -qualification will be based on the SOQs provided by responding firms, as set forth in the RFQ. RCTC intends to invite competitive bids from pre -qualified general contractors to perform Project construction work, including work performed by pre -qualified specialty Subcontractors. RCTC's decision will be based on objective evaluation criteria. ONLY PRE -QUALIFIED SUBCONTRACTORS WILL BE ELIGIBLE TO SUBMIT COST PROPOSALS, TO PRE - QUALIFIED GENERAL CONTRACTORS FOR THE CONSTRUCTION WORK DESCRIBED IN THE RFQ. ONLY PRE -QUALIFIED SUBCONTRACTORS MAY BE EMPLOYED BY A PRE -QUALIFIED GENERAL CONTRACTOR. ALL OTHER WORK DOES NOT REQUIRE PRE -QUALIFICATION. The Project will be funded with federal dollars, thereby requiring that the successful Subcontractor adhere to all pertinent federal requirements. Subcontractors are advised that the successful subcontractors, at the time of award, will be required to hold an appropriate and valid State of California contractors license. The RFQ contains specific protocols relating to discussions and/or other communications regarding this RFQ. Any violation of these provisions by a Subcontractor may result in the immediate disqualification of that Subcontractor's SOQ. It is the RCTC's intent that all Subcontractors obtain the full content of this RFQ. The RFQ Package (including RFQ for general contractors, two (2) RFQs for specialty Subcontractors, the general conditions, technical specifications, and plans) is available for review or purchase at: Riverside County Transportation Commission 4080 Lemon Street, Third Floor, Riverside, CA 92501 (951-787-7141) Monday through Thursday (except holidays) 8:00 AM to 11:00 AM and from 1:00 PM to 4:00 PM The non-refundable purchase price for a CD of the RFQ package is $5 if picked up at the RCTC Office listed above, and $10 if the CD is to be mailed to the potential Subcontractor by United States Postal Service. Payment may be made in cash presented at the RCTC office or by a check, made payable to "Riverside County Transportation Commission," mailed to or presented at the RCTC office. To ensure RFQ package availability, it is Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Track Work ADV- 2 Subcontractor Request for Qualifications 223 recommended that potential Subcontractors notify RCTC at least two hours in advance of their intent to purchase the RFQ package at the RCTC office. Addenda, if any, will be published on RCTC's website www.rctc.orq/rfps.asp. RCTC will not be responsible for mailing addenda. SOQs must be submitted no later than 2:00 p.m. Pacific Time on September 17, 2012. All SOQs will be date and time stamped at the time of receipt. SOQs received after the date and time specified will be retumed to the Subcontractor unopened. Faxed or electronically submitted SOQs will not be accepted. See the RFQ package for additional details regarding submission of SOQs. SOQs must be delivered to Mr. Matthew Wallace at the following location by a means other than the U.S. Postal Service: Riverside County Transportation Commission 4080 Lemon Street, 3n1 Floor Riverside, CA 92501 Attention: Matthew Wallace, Procurement Manager RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal -aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26 and subsequent publication of the Federal Register dated June 16, 2003 (Volume 68, Number 115). Sincerely, r,.../.e.,.,- V... __?t Matthew Wallace Procurement Manager Riverside County Transportation Commission Riverside County Transportation Commission ADV- 3 Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work 224 TABLE OF CONTENTS 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1 1.1 Introduction 1 1.1.1 SOQ Submission 1 1.2 Understanding the Scoring Criteria 2 1.3 Abbreviations 3 1.4 Definitions 4 1.5 Procedure 5 1.6 General Description of Work 6 1.7 Federal Requirements 6 1.8 Reserved 7 1.9 Contract Type 7 1.10 Reserved 7 1.11 Addenda 7 1.12 Questions and Clarifications 7 1.13 Rules of Contact 8 1.14 Pre -Contractual Expenses 8 1.15 Subcontractor Requirements 8 1.16 Equal Employment Opportunity 9 1.17 DBE Goal 9 1.18 Labor Policies 10 1.19 Insurance, Bonds and Guarantees 10 2.0 BACKGROUND INFORMATION 11 2.1 Project Description 11 2.2 Procurement Schedule 11 2.3 RCTC Advisors/Consultant Support 12 3.0 MINIMUM REQUIREMENTS 12 3.1 Subcontractor's Transmittal Letter 12 3.2 Legal Structure 12 3.2.1 Minimum Requirement for Legal Structure 13 3.3 Financial Capacity 123 3.3.1 Minimum Requirement for Financial Capacity 13 3.4 Safety Program 14 3.4.1 Minimum Requirement for Safety Program 14 3.5 Firm Experience and Past Performance 14 Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work Table of Contents- i 225 3.5.1 Minimum Requirement for Firm Experience and Past Performance 14 4.0 EVALUATION PROCESS 15 4.1 SOQ Evaluation 15 4.2 Evaluation Objective 15 4.3 SOQ Evaluation Factors 15 4.3.1 Initial Responsiveness Review 15 4.3.2 Non -Scored SOQ Categories 16 4.3.3 Scored SOQ Categories 16 4.4 Evaluation and Scoring Process 16 4.5 Notification of Pre -Qualification Listing 16 5.0 SOQ SUBMITTAL REQUIREMENTS 16 5.1 General Requirements 16 5.2 Due Date, Time, and Location 17 5.3 Format Requirements 17 5.4 Quantities 17 5.5 Challenges 18 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 18 6.1 Appeal of Pre -Qualification Determination 18 6.1.1 Written Notice of Appeal 18 6.1.2 Protest Officer 18 6.1.3 Contents of Notice of Appeal 19 6.1.4 Time Limit to Submit Notice of Appeal 19 6.1.5 Submission of Rebuttal Evidencellnformation 19 6.1.6 Preliminary Fact Finding 19 6.1.7 Executive Director Final Decision on Appeal 19 6.2 Public Records Act 20 7.0 DEBRIEFING MEETINGS 20 8.0 RCTC RESERVED RIGHTS 20 8.1 RCTC Disclaimers 21 Prospective Subcontractor's SOQ Submittal Checklist 22 APPENDIX A: GENERAL DESCRIPTION OF WORK APPENDIX B: PRE -QUALIFICATION QUESTIONNAIRE APPENDIX C: PRE -QUALIFICATION FORMS APPENDIX D: PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work Table of Contents- ii 226 Request for Qualifications 1.0 INTRODUCTION AND GENERAL INSTRUCTIONS 1.1 Introduction The Riverside County Transportation Commission ('ROTC") invites Statements of Qualifications ("SOQs") from specialty subcontracting entities ("Subcontractors") wishing to submit a cost proposal to provide Track Work Services (Track Work) under active freight operations to prequalified general contractors submitting Bids for the construction of the Perris Valley Line Commuter Rail Extension Project ("Project") through a public works construction contract. RCTC is issuing this Request for Qualifications ("RFQ") 12-33-025-00 pursuant to Public Contracts Code section 20100, et seq. The Project, further defined in Appendix A, will be funded with Federal -aid dollars, thereby requiring that the successful Subcontractor adhere to all pertinent Federal requirements. The purpose of this document is to solicit information, in the form of SOQs, that RCTC will evaluate to pre -qualify potential Subcontractors to perform Track Work for the Project. Pre -qualification will be based on the SOQs provided by responding firms, as set forth in this RFQ. RCTC intends to invite competitive bids from pre -qualified general contractors to perform Project construction work, including work performed by pre -qualified specialty Subcontractors. RCTC's decision will be based on objective evaluation criteria. • ONLY PRE -QUALIFIED SUBCONTRACTORS WILL BE ELIGIBLE TO SUBMIT COST PROPOSALS TO PREQUALIFIED GENERAL CONTRACTORS FOR THE CONSTRUCTION WORK DESCRIBED IN THE RFQ. • ONLY PRE -QUALIFIED SUBCONTRACTORS MAY BE EMPLOYED BY A PRE -QUALIFIED GENERAL CONTRACTOR. A prospective Subcontractor who desires to pre -qualify and submit a cost proposal to pre -qualified general contractors must have specific recent and relevant experience constructing a railroad track, adjacent to an existing live freight line, with the size (overall project area and value) and complexity (e.g., new mainline track construction, mainline track rehabilitation - including crosstie replacement - ballasting, surfacing, mainline track grade crossing construction, continuous welded rail (CWR) installation, rail welding) comparable to the Project. 1.1.1 SOQ Submission Please refer to Section 2.2, Procurement Schedule, for the submission deadline for all Subcontractor SOQ submissions. Prospective Subcontractors must submit SOQs within the prescribed deadline. RCTC will evaluate submitted SOQs based on a list of scorable questions and scoring ranges. Only pre -qualified Subcontractors will be allowed to submit cost proposals to pre -qualified General Contractors during the bidding process. RCTC is concurrently pre -qualifying general contractors and specialty subcontractors from certain specialty trades, as listed below. The RFQ for general contractors for each specialty subcontractor can be found on RCTC's website and on a CD available for purchase as indicated on Page ADV-2 of this RFQ. Pre -qualified general contractors may only select pre - qualified specialty subcontractor(s) to perform the subject specialty trade work on the Project. • RFQ 12-33-024-00 — General Contractors (Perris Valley Line Commuter Rail Extension Project • RFQ 12-33-025-00 — Specialty Sub (Train Controls, Signals & Communication, Grade Crossing Warning Systems) • RFQ 12-33-026-00 — Specialty Sub (Track Work Under Active Freight Operations) Prospective Subcontractors may view the list of pre -qualified general contractors and pre -qualified specialty Subcontractors at: http://www.rctc.orq/rfps.asp after September 27, 2012. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -1 227 Prospective Subcontractors are encouraged to provide feedback to RCTC regarding pre -qualification, bidding, the construction processes as described in this RFQ and the draft Project plans and specifications. RCTC will welcome receipt of any information, comments or suggestions that might improve the processes for this Project. Prospective Subcontractors are invited to submit to Matthew Wallace, at mwallace@rctc.org, suggestions for changes to the draft Contract Documents which might make it easier and more efficient to administer and construct the Project without diminishing worker safety or work quality while staying in compliance with all local, state, and federal laws. (Use Form D — Subcontractor's Comments for this purpose (located in Appendix C). Prospective Subcontractor comments and RCTC responses or comments, if any, will be posted on RCTC's website at http://www.rctc.org/rfps.asp . 1.2 Understanding the Scoring Criteria RCTC will evaluate prospective Subcontractors on the basis of the scores received on the Pre -qualification Questionnaire in Appendix B. The scoring ranges and scoring forms are defined and provided in Appendix D. The Pre -qualification Questionnaire is divided into five distinct sections, and Subcontractors must pass all five sections in order to pre -qualify; a "fail" score on any one of the five sections will result in disqualification. The five sections, scoring criteria and pass/fail requirements are summarized below: SECTION I — ESSENTIAL REQUIREMENTS FOR QUALIFICATION Requires a passing score on all 7 pass/fail questions, and proper doc-augmentations for 4 informative questions. Subcontractor will be disqualified if a "Fail" answer is given on any one of the seven Pass/Fail questions, or if prospective Subcontractor fails to provide the required documentation. SECTION II — ORGANIZATION & STRUCTURE, HISTORY, ORGANIZATIONAL PERFORMANCE, LICENSES, DISPUTES, CRIMINAL MATTERS, BONDING Requires a passing score of 58 out of a maximum of 76 points. Part 1- Current Organization and Structure of the Business — (informational only) Part 2 - History of the Business and Organizational Performance - 7 questions (4 informational / 3 scored) Part 3 - Licenses — 5 questions (4 informational / one scored) Part 4 - Disputes — 7 questions (1 informational / 6 scored) Part 5 - Criminal Matters - 4 questions (all scored) Part 6 - Bonding — 4 questions (2 informational / 2 scored) SECTION III — OSHA AND ENVIRONMENTAL RECORD, WAGE LAWS AND APPRENTICESHIP COMPLIANCE RECORD Requires a passing score of 43 out of a maximum of 58 points. Part 1 - OSHA and Environmental Record — 6 questions (all scored) Part 2 - Wage Laws & Apprenticeship Compliance Record - 6 questions (all scored) SECTION IV — COMPLETION OF RECENT PROJECTS Requires a passing score of 25 out of a maximum of 35 points. 7 questions (all scored) Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-2 228 SECTION V - QUALITY OF PERFORMANCE (INTERVIEW RESULTS) Requires a passing score of 150 out of a maximum 240 points (total of two projects) from interviews with project owners of two projects from the maximum five recently completed projects, for which information is provided. 13 interview questions per relevant project example submitted (all scored) 1.3 Abbreviations The following abbreviations are used in this document and are defined as shown below: BNSF Burlington Northern Santa Fe DBE Disadvantaged Business Enterprise EEO Equal Employment Opportunity FTA Federal Transit Administration IFB Invitation for Bids IQA Independent Quality Assurance OJT On the Job Training QA Quality Assurance QC Quality Control QRC Qualification Review Committee RCTC Riverside County Transportation Commission RFQ Request for Qualifications SOQ Statement of Qualifications SCRRA Southern California Regional Rail Authority Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-3 229 1.4 Definitions The following terms are used in this document and are defined as shown below: Term Definition AddendalAddendum Supplemental additions, deletions, and modifications to the provisions of the RFQ issued after the advertisement date of the RFQ. Bid The bid for construction work that a pre -qualified Contractor submits in response to the Invitation for Bids (IFB), including any revisions thereto. Contract The written agreement between RCTC and Contractor setting forth the obligations of the parties with respect to the Project, including, but not limited to, the performance of the Work, the furnishing of labor and materials, and the basis of payment. Contract Documents For purposes of this solicitation, "Contract Documents" collectively refers to all documents contained in the IFB, which includes, but is not limited to, the Notice to prospective Subcontractors, General Instructions for prospective Subcontractors, Bid Letter, Bid Price Form (Schedule of Quantities and Prices), Bid Bond Form, or other form of prospective Subcontractor's Security, List of Subcontractors Form, Non -Collusion Affidavit, Buy America Certificate, Certification of Primary Participant Regarding Debarment, Suspension And Other Responsibility Matters, Certification of Restrictions on Lobbying, Eligibility Certification for Federally Funded Contracts, Equal Employment Opportunity Certificate, Worker's Compensation Certificate, Disadvantaged Business Enterprise (DBE Information), Contract/Award Documents, General Conditions, Special Provisions, Guaranty, Faithful Performance Bond, Payment Bond, Insurance Certificates/OCIP Documentation, any Additional Contractor Certifications, all addenda as issued, Contract Plans, Escrow Bid Documents, and Federal Transit Administration Required Clauses. Contractor The general contractor, if any, that is pre -qualified and eligible to submit a Bid for construction of the Project. Disadvantaged Business Enterprise (DBE) A for-profit small business concern as defined in 49 CFR Part 26. Final Acceptance Written confirmation by RCTC that the Project has been completed in accordance with the Contract, with the exception of latent defects and warranty obligations, if any, and has been accepted. Firm For purposes of this solicitation, the term "firm" shall include any affiliates. Independent Quality Assurance Activities that are an unbiased and independent evaluation of all the sampling and testing procedures and equipment calibration. The Independent Quality Assurance for the Project will be performed by RCTC or RCTC's representative. Invitation for Bids A written solicitation issued by RCTC seeking bids to undertake the Project to be used to identify the pre -qualified Contractor offering the best value to RCTC. The IFB will be issued only to pre -qualified Contractors. Major Participant Each of the following entities on the Subcontractor's team: • All partners or joint venture members; • All individuals, persons, proprietorships, partnerships, limited liability partnerships, corporations, professional corporations, limited liability companies, business associations, or other legal entity however organized, holding (directly or indirectly) a 15% or greater equity interest in the Subcontractor. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Subcontractor Request for Qualifications Track Work RFQ-4 230 Term Definition Principal Participant Any of the following entities: • The Subcontractor; • If the Subcontractor is a joint venture, partnership, limited liability company, or other form of association, any joint venture, partner, or member; and/or • Any person holding (directly or indirectly) a 15% or greater equity interest in the Subcontractor. Project The Perris Valley Line Commuter Rail Extension Project Quality Assurance (QA) All systematic monitoring and evaluation of various aspects of the Project to ensure that standards of quality are being met, thereby providing confidence that all Work complies with the Contract and that all materials incorporated in the Work, all equipment, and all elements of the Work will perform satisfactorily for the purpose intended. Quality Control (QC) The total of all activities that are performed by the Contractor, subcontractor, producer, or manufacturer to ensure that a product meets Contract requirements. Quality Program The overall QC, QA, and associated activities performed by the Contractor and RCTC and their interrelationships to ensure that all Work complies with the Contract. Qualification Review Committee (QRC) The committee staffed by RCTC to review and evaluate the SOQs submitted by potential Subcontractors in response to this RFQ. Railroad Coordination Activities to communicate and plan the Work on the railroad right-of-way with respect to protecting the operations and property of RCTC, SCRRA, BNSF, tenants and licensees. Request for Qualifications (RFQ) The written solicitation issued by RCTC to identify pre -qualified Subcontractors to submit cost proposals to provide Track Work. Statement of Qualifications (SOQ) The information prepared and submitted by a prospective Subcontractor in response to this RFQ. Subcontractor An individual, person, proprietorship, firm, partnership, limited liability partnership, professional corporation, limited liability company, business association, corporation, joint venture, combination thereof, or other legal entity however organized, participating in the specialty subcontractor pre -qualification process for the Project. Track Work The track work, including new, rehabilitated, shifted, and relocated track, and related track construction services that a pre -qualified Contractor or Subcontractor provides as part of the Project pursuant to the Contract, Work The furnishing of labor, materials, equipment, and other incidentals necessary to, or convenient for the successful completion of, construction work for the Project and the carrying out of the duties and obligations imposed by the Contract. 1.5 Procedure A complete SOQ submittal package shall include all the required documents and information listed on the prospective Subcontractor's SOQ Submittal Checklist at the end of these instructions. Prospective Subcontractors may obtain the RFQ package on or after July 23, 2012, by following the process outlined in the advertisement. In order to facilitate completion of the SOQ submittal, project plans, specifications, a sample construction contract will be made available for review purposes only. Said documents are by no means complete and not intended to serve as the Contract Documents on which to base cost proposals. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project RFQ-5 231 Track Work It is mandatory that all subcontractors, who intend to submit a cost proposal to pre -qualified general contractors, fully complete the pre -qualification questionnaire, provide all materials requested therein, and be approved by the Qualification Review Committee (QRC) in order to be placed on the pre -qualified specialty subcontractor's list. No cost proposal from a prospective Subcontractor that has failed to comply with these RCTC requirements will be eligible for use by pre -qualified general contractors submitting Bids to RCTC. Prospective Subcontractors who desire to act as the general contractor, and self -perform the Track Work described in this RFQ, must submit an SOQ based upon the requirements of the RFQ for general contractors (RFQ No. 12-33-024-00) and include, with the SOQ package, additional information from this RFQ for Track Work. See RFQ No. 12-33-024-00 for details. If two or more business entities submit a cost proposal as part of a Joint Venture, or expect to submit a cost proposal as part of a Joint Venture, each entity within the Joint Venture must be separately qualified to submit cost proposals. Should two or more business entities submit a Joint Venture cost proposal, the Joint Venture must, as a separate legal entity, meet the Project's insurance and bonding requirements. However, if a Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. RCTC will use the responses contained in the SOQ submittal as a basis for its determination whether the prospective subcontractor meets the pre -qualification criteria, but RCTC reserves the right to check other sources of information. RCTC reserves the right to waive minor irregularities and omissions in the information contained in the SOQs and to make all final determinations on the pre -qualification status of any subcontractor. The pre -qualification process will be based on a review scoring the Questionnaire (Appendix B), the forms submitted by the prospective Subcontractor (Appendix C), and an evaluation of the subcontractor's financial capacity to execute the work. The scoring system is described in Appendix D. RCTC will notify prospective Subcontractors of whether they are pre -qualified. RCTC reserves the right to adjust, increase, limit, suspend, or rescind the pre -qualification based on subsequently learned information. A prospective Subcontractor that is pre -qualified will be allowed to obtain bidding documents and submit a cost proposal to prequalified general contractors submitting bids for the Project. Pre -qualified general contractors shall not employ a prospective Subcontractor that is not pre -qualified by RCTC. While it is the intent of the SOQ submittals to assist RCTC in determining Subcontractor responsibility prior to submission of bids by pre -qualified general contractors and to aid RCTC in selecting the lowest responsible Bid from prospective general contractors, the pre -qualification will not preclude RCTC from conducting an evaluation prior to and after receiving bids from general contractors of whether a prospective Subcontractor: (i) has the quality, fitness, experience, competency, capability, and capacity, and demonstrates the requisite trustworthiness to complete a project of this type; (ii) has available key personnel with sufficient expertise and training to competently manage and complete the construction of the Project; and (iii) has the financial capacity to perform and complete the Project. 1.6 General Description of Work See Appendix A for general descriptions of the Project. Prospective Subcontractors are advised that the general description is currently under further development by RCTC and could be changed, modified, reduced, or expanded with the release of the IFB. 1.7 Federal Requirements Prospective Subcontractors are advised that the IFB will be drafted based on the assumption that the Project and RCTC's finance plan for the Project will remain eligible for Federal -aid funds. Therefore, the procurement documents and any agreements thereunder must conform to requirements of applicable Federal law, regulations, and policies. These include Equal Employment Opportunity (Title VI of the Civil Rights Act of 1964, as amended), Disadvantaged Business Enterprises (Title 49 Code of Federal Regulations Part 26, as amended), Small Business requirements (United States Code sections Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-6 232 631 et seq.), Buy America requirements (49 Code of Federal Regulations Part 661), and Davis -Bacon wage rates. Details as to the extent and applicability of Federal requirements to the entire Project will be set forth in the IFB and Contract Documents. RCTC reserves the right to modify the procurement process described in this RFQ to address any concerns, conditions, or requirements of Federal agencies, including FTA. Prospective Subcontractors shall be responsible for conducting their own research of current FTA policies and consider the potential effects of those policies upon the procurement of the materials and equipment required to construct this Project. 1.8 Reserved 1.9 Contract Type The Contract to be awarded to the successful pre -qualified general contractor will be a fixed -price, lump -sum, public works construction contract with unit rate provisions, as outlined in the PVL IFB documents. 1.10 Reserved 1.11 Addenda RCTC reserves the right to revise this RFQ by issuing addenda to this RFQ at any time before the SOQ due date specified in Section 2.2. RCTC will post any addenda to this RFQ on the following website: www.rctc.org/rfps.asp. Prospective Subcontractors are responsible for monitoring the website identified above for information concerning this procurement. Subcontractors responding to this RFQ are required to acknowledge that they have reviewed all materials posted thereon. Acknowledgement shall be reflected on the executed Transmittal Letter contained in Form A (Appendix C). RCTC shall not be responsible for mailing Addenda. 1.12 Questions and Clarifications RCTC will consider questions regarding the RFQ submitted by prospective Subcontractors in writing, including requests for clarification and requests to correct errors. All such written requests shall be submitted in writing, by fax, email, or letter, in the format shown on Form C (Appendix C) to the RCTC Procurement Manager indentified in Section 1.13. RCTC will only consider written requests. No oral requests or questions by phone will be accepted or considered. No requests for additional information or clarification to any other RCTC office, consultant, employee, or the FTA or other agency will be considered. Questions must include the requestor's name, address, e-mail address, telephone and fax numbers, and the prospective Subcontractor he/she represents. Prospective Subcontractors are responsible for ensuring that any written communications clearly indicate on the first page or in the subject line, as applicable, that the material relates to the Project. RCTC will provide responses to prospective Subcontractor clarification requests within a reasonable time following receipt, subject to the cut-off dates set forth in Section 2.2. RCTC will post responses to those questions of general application and requests for clarifications that RCTC deems to be material and that are not adequately addressed in previously provided documents on the following website: www.rctc.org/rfps.asp. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-7 233 1.13 Rules of Contact The following rules of contact shall apply during the procurement for the Project. These rules are designed to promote a fair, unbiased, legally defensible procurement process. Contact includes telephone, facsimile, e-mail, or formal written communication. RCTC's Mr. Matthew Wallace will serve as the primary point of contact during the RFQ procurement phase of the Project. Mr. Wallace will be supported by a core team of engineering, operations, contracts, and public relations staff members and advisors. As the RCTC point of contact, Mr. Wallace is RCTC's sole contact person and addressee for receiving all communications about the Project during the RFQ procurement process, and prospective Subcontractors are prohibited from contacting any RCTC employee or advisor regarding the Project or this RFQ. Address any and all inquiries and comments regarding the Project by fax, e-mail, or letter. Only written inquiries will be accepted: Mail: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Fax: (951) 787-7906 E-mail: mwallace@rctc.org Mr. Wallace is the only individual allowed to discuss this RFQ with any interested parties, including prospective Subcontractors. Any information from other sources may not be accurate, and use of such information is at the sole risk of the prospective Subcontractor(s). After a prospective Subcontractor has been determined to be pre -qualified to submit a cost proposal to pre -qualified general contractors wishing to submit a Bid for the Project, the pre -qualified Subcontractor will be encouraged to provide RCTC with any additional suggestions or comments regarding the Project documents and the planned bid and award process. Form D (Appendix C) may be used for this purpose. Any communications from a pre -qualified Subcontractor must be received by RCTC prior to the issuance of the IFB. Prospective Subcontractor comments and RCTC responses or comments, if any, will be posted on RCTC's website at www.rctc.org/rfps/asp . The IFB will prescribe Rules of Contact during the solicitation period. 1.14 Pre -Contractual Expenses RCTC shall not be liable for any pre -contractual expenses, which are defined as expenses incurred by a prospective Subcontractor in preparing its SOQ in response to this RFQ, negotiating with RCTC any matter related to this RFQ, or any other expenses incurred by prospective Subcontractor prior to the date of award of the Contract(s) resulting from the IFB. 1.15 Subcontractor Requirements Completion Capability: Only prospective Subcontractors that have demonstrated the capability to complete the specialty subcontracting services will be eligible for the pre -qualification determination. Organizational and Personnel Changes: Prospective Subcontractors are advised that, in order for a Subcontractor to remain qualified to submit a cost proposal to pre -qualified general contractors after they have been pre -qualified, their organization, including all Principal Participants and key management personnel identified in the SOQ, must remain intact for the duration of the procurement process and thereafter throughout the term of the Contract. A prospective Subcontractor may propose substitutions for participants after the SOQ submittal; however, such changes will require prior written approval by RCTC, which may be granted or withheld in RCTC's sole discretion. Requests for changes must be made in writing no later than 30 days prior to the due date for submittal of Bids by pre -qualified general contractors. The prospective Subcontractor should carefully consider the make-up of its team prior to submittal of the SOQ. Changes to the Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-8 234 Subcontractor's organization will be justification for RCTC to revoke a previous determination pre -qualifying a prospective Subcontractor. Minimum Requirements: In order to be pre -qualified, the prospective Subcontractor must meet all SOQ responsiveness as set forth in Appendix B, meet the minimum passing criteria for legal, financial, and safety requirements as set forth for non - scored elements of the SOQ, and obtain a passing score on each of the scored elements of the SOQ as set forth. Non -Disclosure Requirement: The Subcontractor may be given access to records, which are confidential under State laws, solely for the purpose of performing the required services under the Contract. The prospective Subcontractor shall be required to sign a non -disclosure statement prior to its receipt of such documents obligating each employee, agent, or subcontractor of the prospective Subcontractor not to make inappropriate use of or improperly disclose any of the contents of such documents. 1.16 Equal Employment Opportunity In connection with this RFQ and the Contract, prospective Subcontractors shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, marital status, or being physically challenged. Prospective Subcontractors shall take affirmative action to ensure that all applicants are treated equally during employment without regard to their race, color, religion, sex, national origin, age, marital status, or being physically challenged. Such action shall include, but not be limited to, the following: layoff or termination; rates of pay or other forms of compensation; employment; job assignment; upgrading; demotion; transfer recruitment/recruitment advertising; and selection for training, including apprenticeship, pre -apprenticeship, and/or on-the-job training. Davis -Bacon wage rates are required. 1.17 DBE Goal Policy: RCTC shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT) -assisted contract or in the administration of 49 CFR Part 26. For Federal -aid contracts, projects are subject to U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26. Prospective Subcontractors shall take necessary and reasonable steps to ensure that businesses owned and controlled by socially and economically disadvantaged individuals are provided with a fair opportunity to participate in this Project. It is RCTC's policy to provide disadvantaged, minority, and women -owned business enterprises, as defined in Title 49 CFR Part 26, an equitable opportunity to participate in all contracting opportunities. RCTC's agreements with Federal Transit Administration (FTA) regarding its DBE program, which include minority and women -owned business enterprises, are designed to administer contracts, consultant selection, and all related procurement activities without regard to race, color, religion, disability, political beliefs, age, national origin, gender, veteran status, or cultural background. Accordingly, no firm or individual shall be denied the opportunity to compete for RCTC contracts by reasons so stated or implied. In accordance with federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), RCTC has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Programs." This DOT -assisted project is subject to these stipulated regulations. In order to ensure that RCTC achieves its overall DBE Program goals and objectives on its Race -Neutral DBE program, RCTC encourages the participation of small businesses, including DBEs as defined in 49 CFR 26, in the performance of contracts financed in whole or in part with U.S. DOT funds. In the event of any conflicts or inconsistencies between the CFR and RCTC's DBE Program with respect to DOT -assisted contracts, the CFR shall prevail. As a part of the SOQ submission, prospective Subcontractors responding to this RFQ must include with their submission a signed affidavit acknowledging the firm's understanding of U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race -Neutral) of 12.4% for the project period as further Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ-9 235 defined in the IFB, when issued, and that the Subcontractor understands RCTC encourages the participation of small businesses, including DBE firms, in the performance of subcontracts in the resulting contract. Prospective Subcontractors shall complete and return Form F (Appendix C) as part of the SOQ. The RFQ also requires that each prospective Subcontractor prepare and submit a Small Business Subcontracting Summary that consists of no more than three (3) pages. The elements of the Small Business Subcontracting Summary are included in Form G (Appendix C). 1.18 Labor Policies Prevailing Wages: State prevailing wages, applicable to work performed in the County of Riverside, California, will apply to the Contract. Since the Project is partially funded with funds from the Federal Transit Administration, Federal prevailing wages will also apply. In the event that there is a conflict between the State prevailing wage rate and the Federal prevailing wage rate, then the higher rate shall be paid. 1.19 Insurance, Bonds and Guarantees Bond Requirements: It is currently anticipated that the Subcontractor, selected by the pre -qualified general contractor submitting the lowest responsive Bid to RCTC to construct the Project, will be required to provide payment and performance bonds to the successful Contractor upon its execution of the Contract for the Project, each in the amount of at least $45 million. Prospective Subcontractors shall be required to demonstrate their capacity to obtain the required bonds. Prospective Subcontractors shall attach a notarized statement from an admitted surety insurer (approved by the California Department of Insurance) authorized to issue bonds in the State of California that states: • Prospective Subcontractor's current bonding capacity is sufficient for the Track Work and referenced payment and performance bonds; and • Prospective Subcontractor's current available bonding capacity. Insurance Requirements: Prospective Subcontractors shall provide evidence of capability to provide insurance as provided below. RCTC is requiring that all Contractors and Subcontractors to obtain the insurance of the types and in the amounts described below and satisfactory to RCTC. If a prospective Subcontractor is a Joint Venture, the Joint Venture, as a separate legal entity, is required to meet the insurance requirements contained herein. However, if the Joint Venture cannot meet the Project's insurance requirements, a Joint Venture partner can add the Joint Venture as an additional named insured to its policy of insurance. Prospective Subcontractors shall provide evidence of their capability to maintain insurance of the types and in the amounts described below: A) Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $10,000,000 per occurrence, $11,000,000 in the aggregate. If such coverage contains a general aggregate limit, it shall apply separately to the Project. B) Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $10,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C) Workers Compensation Insurance. Subcontractor shall maintain workers' compensation insurance within statutory limits and employers' liability insurance with limits of not less than $2,000,000 per occurrence. Such insurance shall include coverage under the Federal Employers Liability Act (FELA) and waive recovery by the insurer against Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 10 236 RCTC. Builders'/AII Risk Insurance. Builders'/all-risk insurance covering all risks, including acts of God as defined in Public Contract Code Section 7105, in a policy form acceptable to RCTC with limits of not less than the full value of the Track Work. Such policy shall contain an insurer's waiver of subrogation rights in favor of RCTC and the Resident Engineer, and shall remain in effect until the Project is completed and accepted by RCTC. El Railroad Protective Liability. Railroad protective liability insurance or equivalent form with a combined single limit of not less than $5,000,000 per occurrence, $10,000,000 in the aggregate. Such insurance shall be kept in force during the entire period of the Project and shall cover any construction activities that Subcontractor undertakes with respect to the Track Work. El Pollution Liability. Pollution liability covering bodily injury, property damage, and clean-up on site and off site, including coverage for transport of pollutants, with a limit of not less than $1,000,000 per occurrence, $2,000,000 in the aggregate. If provided on a claims -made basis, such coverage shall provide for a three-year extended reporting period or be continued for a period of not less than three years after project completion. The required limits of insurance may be made up of any combination of the insurance policies required herein and umbrella and/or excess liability. Guarantees: Prospective Subcontractors are advised that if any Major Participant of the selected Subcontractor's team does not have audited financial statements as described in Appendix B, if the prospective Subcontractor is a newly formed entity or a limited liability entity, or if it fails to meet the minimum financial requirements stated in this RFQ and/or the IFB, RCTC may require the prospective Subcontractor to provide a guarantee covering performance and financial obligations by a separate entity acceptable to RCTC. Subcontractors shall also note that RCTC may, in its discretion based upon the review of the information provided under Appendix B, also specify that an acceptable guarantor is required as a condition of a determination of pre -qualification. Requirements for additional financial security will be included in the Contract Documents. 2.0 BACKGROUND INFORMATION 2.1 Project Description The Project is defined in Appendix A, General Description of the Work. The estimated capital cost of track work for the Perris Valley Line Commuter Rail Extension Project (in 2012 U.S. dollars) is $45 million. The estimated capital cost of the Perris Valley Line Commuter Rail Extension Project (in 2012 U.S. dollars) is $150 million. 2.2 Procurement Schedule RCTC anticipates the following dates as Project milestones for the RFQ process. This schedule is subject to revision by Addendum. RFQ Advertisement July 23, 2012 Subcontractors' Questions Due September 4, 2012 Responses to Questions Issued to Subcontractors September 10, 2012 SOQ Due Date September 17, 2012 SOQ Evaluation Completed September 27, 2012 Appeal Due October 4, 2012 Final Decision on Appeal October 12, 2012 Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -11 237 2.3 RCTC Advisors/Consultant Support RCTC has engaged several advisors to assist and participate in the Project development stages, as well as assist RCTC during the procurement process for the Project. Any advisory team member is prohibited from participating in any of the Subcontractor organizations relating to this Project; providing technical, legal, or financial advice to prospective Subcontractors; or directly discussing any aspect of the RFQ or IFB with any Subcontractor. The advisory team includes but is not limited to the following (any potential conflict of interest issues shall be directed to the RCTC Procurement Manager indentified in Section 1.13): • Bechtel Corporation • Best Best & Krieger • BNSF • Epic Land Solutions • HDR Construction Control Corporation — Simon Wong Engineering — ARCADIS - Xorail • SCRRA • STV Incorporated - Patterson & Associates, Inc. (track design, culverts, soundwalls); AECOM USA, Inc. (crossings and bridges); Pacific Railway Enterprises, Inc. (signals and communications); IMA+Design (station landscape); IDLA, Inc. (station landscape); Rail Surveyors and Engineers, Inc. (surveyor); Owen Group (CCTV); SKA Design (signage); and Kleinfelder (geotech/HazMat) 3.0 MINIMUM REQUIREMENTS 3.1 Subcontractor's Transmittal Letter Prospective Subcontractors shall complete Form A (Appendix C). A duly authorized representative of the Subcontractor's organization shall sign the letter. For Subcontractors that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Subcontractor shall sign the letter. Prospective Subcontractors shall also complete Form H (Appendix C) verifying the accuracy of the information submitted as part of the SOQ. For Subcontractors that are joint ventures, partnerships, limited liability companies, or other associations, authorized representatives of all equity members of the Subcontractor shall sign the Subcontractor SOQ Certification. 3.2 Legal Structure Objective: To pre -qualify Subcontractors whose organization, legal structure, team members, and history demonstrate the Subcontractor ability to remain stable and viable for the duration of the Project, and be contractually bound to the successful general contractor under contract with RCTC. A) If the Subcontractor organization has already been formed, provide complete copies of the organizational documents that allow, or would allow by the time of Contract award, the Principal/Major Participants to conduct business in the State of California. If the Subcontractor organization has not yet been formed, provide a brief description of the proposed legal structure or draft copies of the underlying agreements. In the event that final agreements between Principal/Major Participants have not been finalized at the time of the SOQ submittal, Principal/Major Participants shall submit letters of agreement signed by an authorized officer of each Principal/Major Participant noting the type of relationship (i.e., joint venture, subcontract) to be entered into and the commitment of the parties to finalize the organizational documents prior to submitting a cost proposal to pre - qualified general contractors submitting Bids to RCTC; Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -12 238 B) If the prospective Subcontractor is a partnership, limited partnership, joint venture, or other association, all members of the Subcontractor must agree to be fully liable for the performance of the subcontractor's scope of work, as described in the RFQ, under the successful general contractor's Contract with RCTC, by executing the transmittal letter appearing in Appendix C C) Name and describe all Principal/Major Participants as defined in this RFQ; D) In cases where Principal/Major Participants on different Subcontractor belong to the same parent company, each Subcontractor must describe how conflicts of interest would be avoided by the participants through the qualification and bid phases of the Project. RCTC may disqualify a Subcontractor if any of its Principal/Major Participants belong to more than one Subcontractor submission team. 3.2.1 Minimum Requirement for Legal Structure A prospective Subcontractor must demonstrate the following: A) The prospective Subcontractor has the legal capability to carry out the Project responsibilities potentially allocated to it, as demonstrated by the materials provided in Section 1.19 of the RFQ. B) Each of the equity members of the Subcontractor have agreed to be fully and jointly and severally liable for performance under the Contract, as reflected in the executed Transmittal Letter contained in Form A (Appendix C); C) The prospective Subcontractor has agreed to adhere to the Project's DBE requirements as provided in Form F (Appendix C); and D) The information disclosed in the SOQ does not materially and adversely affect the Subcontractor's ability to carry out the Project responsibilities potentially allocated to it in the Contract to construct the Project. 3.3 Financial Capacity Objective: To pre -qualify Subcontractors who possess the financial capacity to enter into a subcontract with the successful pre -qualified general contractor and the resources to successfully complete the Track Work portion of the Project. Submittal Requirements: Subcontractor shall address the following in the SOQ: A) Prospective Subcontractor shall provide a notarized statement from an admitted surety insurer stating the prospective Subcontractor's current bonding capacity and stating that the prospective Subcontractor is capable of obtaining a Performance Bond and Payment Bond (refer to Section 1.19 for bond amounts) covering the Project and any warranty periods. Letters indicating "unlimited" bonding capability are not acceptable; B) Principal Participants shall provide audited financial statements for the past three years; C) Principal Participants shall complete Form B (Appendix C); D) Prospective Subcontractors shall provide insurance certifications, either a certificate of insurance evidencing current policies of, or written evidence from an insurance company or broker indicating that the Subcontractor is capable of obtaining the following types of insurance: Commercial General Liability, Errors and Omissions, Auto Liability, Workers' Compensation/Employers Liability, Pollution Liability, Professional Liability, and Railroad Protective Liability insurance. Policy limit requirements are specified in the Section 1.19. E) Prospective Subcontractor shall provide Line of Credit letter; and F) Prospective Subcontractor shall provide a Dun & Bradstreet report. 3.3.1 Minimum Requirement for Financial Capacity A prospective Subcontractor must demonstrate its financial capability to carry out the Project responsibilities potentially allocated to it, as demonstrated by documents submitted in the SOQ, including but not limited to the following: A) The surety or insurance company shall be admitted to do business in the State of California; B) The surety or insurance company must be rated in the top two categories by two nationally recognized rating agencies, or have a "Best's Credit Rating" of at least "A minus" and "Class VIII" or better by A.M. Best Company; Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 13 239 C) Prospective Subcontractor shall demonstrate its ability to comply with the Project's bonding requirements, as provided in Section 1.19; D) Prospective Subcontractor shall provide evidence of capability to provide insurance as provided in Section 1.19. 3.4 Safety Program Objective: To identify those prospective Subcontractors that can demonstrate the ability to develop and implement an effective safety program., including railroad safety procedures that comply with FRA safety standards. Submittal Requirements: Prospective Subcontractor shall address the following and submit it per Section 3.0 of the RFQ: A) Complete Form E (Appendix C). B) Prospective Subcontractor shall provide copies of Workers' Compensation insurance for current and previous three years as proof of the Experience Modification Rate (EMR) for each year. 3.4.1 Minimum Requirement for Safety Program A) Prospective Subcontractor's safety record shall be deemed acceptable if its if its EMR for the most recent three- year period is an average of 1.00 or less, and its average total EMR recordable injury/illness rate and average lost work rate for the most recent three-year period does not exceed the applicable statistical standard for its business category. B) Prospective Subcontractor demonstrates an understanding of an effective safety program. 3.5 Firm Experience and Past Performance Objective: To identify prospective Subcontractors with demonstrated construction experience, expertise, competence, capability, and capacity in, and record of producing quality work on projects similar to the Project. Submittal Requirements: Prospective Subcontractors shall address the following and include as part of it SOQ: A) Pre -qualification Questionnaire (Appendix B) Section IV, Completion of Recent Projects, with responses to demonstrate qualifying experience B) Relevant Project Data Sheets, including current contact information for references who will be asked to respond to the interview questions appearing at the end of Section V of the Pre -qualification Questionnaire (Appendix B). Prospective Subcontractors are cautioned that inaccurate contact information or a non -responsive reference might result in no score on a relevant project for which the prospective Subcontractor expects to receive qualifying points. Prospective Subcontractors should take actions they deem necessary to ensure that references or alternate references will be available to participate in the interview process, which RCTC will be conducting during evaluation of the SOQs; and C) Photos of the projects identified in the Relevant Project Data Sheets showing work in progress and completed project, if completed. 3.5.1 Minimum Requirement for Firm Experience and Past Performance To meet minimum requirements, prospective Subcontractors will have: A) Experience in successfully managing and carrying out Track Work of the scope and complexity of this Project; B) A record of completing contracts on time and within the fixed price; C) Experience in successfully constructing rail lines in sensitive environmental areas and community areas, D) A record of managing contracts to minimize delays, claims, dispute proceedings, litigation, and arbitration; Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -14 240 E) The technical and management experience and expertise to plan, organize, and execute the construction of, and assure the quality and safety of the Project; F) The ability to effectively manage all aspects of the Track Work in a quality, timely, and effective manner and integrate the different parts of its organization with RCTC in a cohesive and seamless manner. 4.0 EVALUATION PROCESS Section 4 outlines the evaluation factors for the RFQ phase of the procurement. This information is intended to assist prospective Subcontractors in preparing their SOQs. 4.1 SOQ Evaluation Evaluation Process: RCTC will evaluate the SOQs based on the rating and scoring information outlined in this Section 4. As a result, each Subcontractor submitting a responsive SOQ will be eligible to receive an overall rating of either "pre - qualified" or "not pre -qualified." In order to be pre -qualified, the Subcontractor must meet or exceed the evaluation and scoring criteria as established in Section 4.0. A "fail" or "not pre -qualified" rating in any of the categories identified in Section 3.0 will result in an overall rating of not pre -qualified. Only those Subcontractors that receive an overall rating of pre - qualified will be allowed to submit a cost proposal to pre -qualified general contractors. When preparing a cost proposal in response to the IFB, pre -qualified Subcontractors may work with only those general contractors that have also submitted SOQs and have been pre -qualified by RCTC. Interviews: RCTC reserves the right to conduct oral interviews with all potential Subcontractors prior to pre -qualification determination. These interviews may be completed by the Qualification Review Committee (QRC) as part of its evaluation during the overall SOQ submittal process and scoring. The exact schedule for oral interviews, if elected by RCTC, will be determined by the chairperson following receipt of the SOQs. 4.2 Evaluation Objective The objective of the RFQ phase of the procurement is to pre -qualify Subcontractors (and general contractors) with the legal, technical, financial, and management capability, capacity, and experience necessary to successfully undertake and complete the Track Work. The Contractor and successful specialty subcontractors will have primary responsibility to plan, manage, and control the Project and to complete the Project on or ahead of schedule. RCTC has set high responsibility standards for the Contractor, which is reflected in the evaluation factors of this RFQ and will be reflected in the IFB and the Contract. 4.3 SOQ Evaluation Factors The information submitted in the SOQs will be evaluated by the QRC in accordance with the initial responsiveness review as defined in Section 4.3.1 and Appendix B, the non -scored categories listed in Section 4.3.2 and Appendix D, and the scored categories as set forth in Section 4.3.3 and Appendix D. 4.3.1 Initial Responsiveness Review Each SOQ will initially be reviewed on a pass/fail basis for: (i) minor informalities, irregularities, and apparent clerical mistakes, which are unrelated to the substantive content of the SOQ; (ii) the Subcontractor's conformance to the RFQ instructions regarding organization and format; and (iii) the responsiveness of the Subcontractor to the requirements set forth in the RFQ. Subcontractors submitting SOQs not responsive to this RFQ may be excluded from further consideration. RCTC may also exclude from consideration any SOQ that contains a material misrepresentation. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -15 241 4.3.2 Non -Scored SOQ Categories Each non -scored category of a responsive SOQ will be evaluated on a non -scored pass/fail basis. For an SOQ to achieve a passing rating, each of the following categories shall meet the minimum requirements as set forth below: A) Legal: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.2.1. B) Financial: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.3.1. C) Safety: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.4.1. D) Experience: The SOQ complies with and meets or exceeds the minimum requirements listed in Section 3.5.1. 4.3.3 Scored SOQ Categories Each scored category of a responsive SOQ will be evaluated and scored by the QRC according to the Pre -qualification Evaluation Scoring Procedures and Matrices provided in Appendix D. 4.4 Evaluation and Scoring Process To pre -qualify, a prospective Subcontractor will be required to meet the following standards: A. For each of the non -scored SOQ categories, meet or exceed the minimum passing requirements as set forth under Section 4.3.2; and B. For each of the scored SOQ categories, obtain a passing grade based on the minimum scoring criteria set forth in Appendix D. If only one prospective Subcontractor responds to the RFQ or attains pre -qualification status, RCTC may re -advertise or cancel the Project as RCTC deems necessary. 4.5 Notification of Pre -Qualification Listing Upon completion of the SOQ evaluation and scoring process, RCTC will notify each prospective Subcontractor in writing whether or not it has gained pre -qualification status. If the prospective Subcontractor is determined to be not pre -qualified, the notice will provide the basis for RCTC's determination, highlight any evidence upon which RCTC relied, and instruct the prospective Subcontractor to submit any rebuttal or new evidence in accordance with requirements of Section 6.0 of the RFQ. RCTC will also publish, after September 27, 2012, the list of general contractors and prospective specialty Subcontractors obtaining pre -qualification status on its website at www.rctc.orq/rfps.asp. 5.0 SOQ SUBMITTAL REQUIREMENTS The following sections describe requirements that all prospective Subcontractors must satisfy in submitting SOQs. Failure of any Subcontractor to submit its SOQ as required in this RFQ may, at RCTC's sole discretion, result in rejection of its SOQ. All rejected SOQs will be returned to the contact person identified in the SOQ. Prospective Subcontractors who desire to act as the general contractor, and self -perform the Track Work, must submit an SOQ based upon the requirements of the RFQ for general contractors (RFQ No. 12-33-024-00) and include, with the SOQ package, additional information from this RFQ for Track Work. See RFQ No. 12-33-024-00 for details. 5.1 General Requirements The Pre -qualification Questionnaire is located in Appendix B and prospective Subcontractors must complete and submit it as part of their SOQ submittal. Required forms for the SOQ are contained in Appendix C. Any material modification to the forms may result in the SOQ being declared non -responsive. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 16 242 Prospective Subcontractors shall provide brief, concise information that addresses the objectives and the requirements of the Project consistent with the evaluation factors described in Section 4.3. Lengthy narratives containing extraneous information are discouraged. If the prospective Subcontractor submits information in its SOQ that it believes to be protected records under the Public Records Act and that it wishes to protect from disclosure, the Subcontractor shall mark such information as provided in Section 6.2. 5.2 Due Date, Time, and Location RCTC must receive all SOQs by 2:00 pm Pacific Time on the day specified in Section 2.2. SOQs must be delivered to the following location by a means other than the U.S. Postal Service (USPS). Faxed, electronically -submitted, or USPS-delivered SOQs will not be accepted. Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Any SOQ that fails to meet the deadline or method of delivery will be rejected without opening, consideration, or evaluation and will be returned, unopened, to the sender. 5.3 Format Requirements A Subcontractor's SOQ format must adhere to the requirements set forth herein. Additional information beyond those requirements contained herein may be provided; however, members of the Qualification Review Committee are required to review only those materials identified in this RFQ. The front cover of each SOQ must be labeled with "Perris Valley Line Commuter Rail Extension Project" and "Subcontractor Statement of Qualifications — Track Work," and the date of submittal. 5.4 Quantities Prospective Subcontractors shall submit one (1) original and five (5) copies of the completed SOQs in two (2) sealed envelopes: one envelope containing the original SOQ; and one envelope containing the five copies of the SOQ. The outside of the sealed envelopes must be clearly identified, labeled, and addressed as follows: A) Return address: Subcontractor's name, contact person's name, mailing address; B) Date of submittal; and C) Contents labeled as "Perris Valley Line Commuter Rail Extension Project" and "Subcontractor Statement of Qualifications — Track Work," and addressed to: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 17 243 5.5 Challenges The decision of RCTC as to Subcontractor pre -qualification and the subsequent award of the Contract shall be final and shall not be appealable, reviewable, or reopened in any way, except as provided in Section 6.0. Parties participating in the RFQ phase of this procurement shall be deemed to have accepted this condition and the other requirements of this RFQ. 6.0 APPEAL PROCEDURES AND PUBLIC RECORDS ACT 6.1 Appeal of Pre -Qualification Determination Section 6.1 sets forth the exclusive procedures for appealing a pre -qualification determination. Each prospective Subcontractor, by submitting its SOQ, expressly recognizes the limitation on its rights to protest contained herein, expressly waives all other rights and remedies, and agrees that the decision on any protest, as provided herein, shall be final and conclusive unless wholly arbitrary. These provisions are included in this RFQ expressly as consideration for such waiver and agreement by the Subcontractors. If a prospective Subcontractor disregards, disputes, or does not follow the exclusive protest remedies set forth in this RFQ, it shall indemnify, defend, and hold harmless RCTC, its directors, officers, officials, employees, agents, representatives, and consultants from and against all liabilities, expenses, costs (including attorneys' fees and costs), fees, and damages incurred or suffered as a result of such Subcontractor's actions. The submission of an SOQ by a Subcontractor shall be deemed the Subcontractor's irrevocable and unconditional agreement with such indemnification obligation. 6.1.1 Written Notice of Appeal Where a timely and completed SOQ submittal results in a rating below that necessary to pre -qualify, prospective Subcontractors can appeal that determination in writing. There is no appeal from RCTC's decision not to pre -qualify a prospective Subcontractor due to an incomplete or late application. Prospective Subcontractors wishing to appeal a pre - qualification determination must submit a written notice of appeal to: Mail: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attention: Mr. Matthew Wallace, Procurement Manager Fax: (951) 787-7906 E-mail: mwallace@rctc.org RCTC shall not consider any untimely notice of appeal since any notice of appeal not submitted within the time limits specified in these procedures is null and void. A prospective Subcontractor shall only file a notice of appeal after it has informally discussed the nature and basis of its appeal with the Protest Officer in an effort to resolve the appeal. 6.1.2 Protest Officer Unless the Executive Director designates someone in the alternative, Mr. Wallace, or his designee, shall be the "Protest Officer" for purposes of this RFQ. The Protest Officer is responsible for receiving and evaluating appeals of a pre - qualification determination and for making a recommendation to the Executive Director to either uphold or overturn (in whole or in part) RCTC's decision not to pre -qualify a prospective Subcontractor. In evaluating the merits of the notice of appeal, the Protest Officer may call upon one or more experts, either from within or outside RCTC, or may convene an evaluation team. The expert(s) or evaluation team may provide a written opinion regarding the merits of the appeal and may provide a recommendation to the Protest Officer for his or her consideration that the pre -qualification determination be upheld or overturned, in whole or in part. In addition to any previously submitted Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 18 244 documentation, the Protest Officer may rely on any recommendation or opinion as a basis for his or her recommendation to the Executive Director. The Protest Officer's recommendation to the Executive Director shall include reasons supporting the recommendation. 6.1.3 Contents of Notice of Appeal All protests must include the following: A) The name and address of the prospective Subcontractor; B) The Project name and RFQ number; C) A detailed statement of the legal and/or factual grounds for each material issue identified in the appeal; D) All factual and legal documentation in sufficient detail to establish the merits of the protest. Evidentiary statements must be provided under penalty of perjury; and E) A signature from a properly authorized representative of the Subcontractor. If a prospective Subcontractor submits a notice of appeal, it must demonstrate or establish a clear violation of a specific law or regulation. RCTC will not be obligated to postpone the SOQ due date specified in Section 2.2 or pre -qualification announcement in order to allow a prospective Subcontractor an opportunity to correct a deficient appeal, unless otherwise required by law or regulation. 6.1.4 Time Limit to Submit Notice of Appeal Should a prospective Subcontractor wish to appeal a pre -qualification determination, it shall submit a written notice of appeal to RCTC as soon as practicable, but not later than five (5) business days following the date of written notification from RCTC of prospective Subcontractor's disqualification status. If the submission of a notice of appeal is untimely, the Subcontractor waives any and all rights to challenge RCTC's pre -qualification determination, whether by administrative process, judicial process or any other legal process or proceeding. 6.1.5 Submission of Rebuttal Evidence/Information With the written notice of appeal, the prospective Subcontractor shall submit any rebuttal or additional information. Within two (2) business days of RCTC's receipt of the written notice of appeal and any rebuttal evidence or additional information, the Protest Officer will make a recommendation to the Executive Director to either uphold or overturn, in whole or in part, the original pre -qualification determination. The Protest Officer will provide the Executive Director with any rebuttal evidence or additional information that the prospective Subcontractor has submitted to assist in the ultimate decision of the appeal. 6.1.6 Preliminary Fact Finding Prior to the Protest Officer's submission of a recommendation to the Executive Director, the Protest Officer may, at his or her discretion, meet either in person or over the telephone, with a prospective Subcontractor that has appealed a pre - qualification determination to discuss the appeal and/or perform additional fact finding. A prospective Subcontractor appealing a pre -qualification determination shall have the burden of proving the basis of its appeal by clear and convincing evidence. The Protest Officer will research the appeal and may call upon any resources he or she feels necessary and appropriate to assist in the evaluation of the appeal. 6.1.7 Executive Director Final Decision on Appeal Within three (3) business days of Executive Director's receipt of the Protest Officer's recommendation to either uphold or overturn, in whole or in part, the original pre -qualification determination, the Executive Director will provide the prospective Subcontractor written notification of his or her decision on the appeal. The decision of the Executive Director shall be final, conclusive and not appealable at the local level. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ -19 245 6.2 Public Records Act The SOQs (questionnaire answers and financial statements) submitted by prospective Subcontractors are not public records and are not open to public inspection. All information provided will be kept confidential to the extent permitted by law. However, the contents may be disclosed to third parties for purpose of verification, or investigation of substantial allegations, or during an appeal. State law requires that the names of contractors applying for pre -qualification status shall be public records subject to disclosure, and the first page of the questionnaire will be used for that purpose. 7.0 DEBRIEFING MEETINGS If requested, oral debriefings will be granted to unsuccessful firms after RCTC's Board authorizes an award of the subject contract for construction. 8.0 RCTC RESERVED RIGHTS RCTC may investigate the qualifications of any Subcontractor under consideration, may require confirmation of information furnished by a Subcontractor, and may require additional evidence of qualifications to perform the Work described in this RFQ. RCTC reserves the right, in its sole and absolute discretion, to: A) Accept or reject any and all submittals, responses and bids, or any parts thereof, received at any time. B) Waive any informalities, irregularities, and omissions in the information contained in the SOQs, or permit corrections to data submitted with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. C) Modify all dates set or projected in this RFQ. D) Terminate evaluations of responses received at any time. E) Withdraw or cancel this RFQ or the subsequent IFB in whole or in part at any time prior to the execution by RCTC of a contract, without incurring any cost obligations or liabilities. F) Permit submittal of addenda and supplements to data previously provided with any response to this RFQ until such time as RCTC declares in writing that a particular stage or phase of its review of the responses to this RFQ has been completed and closed. G) Adjust, increase, limit, suspend, or rescind the pre -qualification rating based on subsequently learned information. H) Permit prospective Subcontractors to add or delete firms and/or key personnel until such time as RCTC declares in writing that a particular stage or phase of its review has been completed and closed. I) Add or delete Contractor and subcontractor responsibilities from the information contained in this RFQ or the subsequent IFB. J) Waive deficiencies in an SOQ, accept and review a non -conforming SOQ, or seek clarifications or supplements to an SOQ. K) Add or modify its reserved rights in the subsequent IFB. L) Make all final determinations. M) Appoint a selection committee and evaluation teams to review SOQs and seek the assistance of outside technical experts in the SOQ evaluation. N) Approve or disapprove the use of particular subcontractors and/or substitutions and/or changes in SOQs. 0) Hold meetings and conduct discussions and correspondence with one or more of the prospective Subcontractors responding to this RFQ to seek an improved understanding and evaluation of the responses to this RFQ. P) Seek or obtain data from any source that has the potential to improve the understanding and evaluation of the responses to this RFQ. Q) Disqualify any team that changes its SOQ without RCTC written approval. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 20 246 The RFQ does not commit RCTC to enter into a Contract, nor does it obligate RCTC to pay for any costs incurred in preparation and submission of the SOQs or in anticipation of a Contract. By submitting an SOQ, a Subcontractor disclaims any right to be paid for such costs. The execution and performance of a Contract with a pre -qualifying general contractor and any subsequent IFB is contingent on sufficient appropriations and authorizations being made by the Legislature of California, or the Congress of the United States, if Federal funds are involved, for performance of a Contract between the successful Subcontractor and RCTC. In no event shall RCTC be bound by, or liable for, any obligations with respect to the Track Work or the Project until such time (if at all) as the Contract, in form and substance satisfactory to RCTC, has been executed and authorized by RCTC and approved by all required parties, and then only to the extent set forth therein. 8.1 RCTC Disclaimers In issuing this RFQ and undertaking the procurement process contemplated hereby, RCTC specifically disclaims the following: A) Any obligation to award or execute a Contract pursuant to this RFQ or the IFB or to issue an IFB; and B) Any obligation to reimburse a Subcontractor for any pre -contractual expenses, as more fully explained in Section 1.14 above. In submitting an SOQ in response to this RFQ, the prospective Subcontractor is specifically acknowledging these disclaimers. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 21 247 Prospective Subcontractor's SOQ Submittal Checklist Subcontractor Pre -Qualification Submittal Due Date: September 17, 2012 at 2:00 p.m. local time To be considered complete, your SOQ submittal must include the following forms and information: From RFQ: n Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D From Appendix B: 11 11 Subcontractor's Organization Information Financial Institution References Subcontractor Information Form n Completed Pre -qualification Questionnaire (Sections I — V) and Any Explanation Pages as Necessary on Separate, Signed Pages P1 Copies of audited Financial Statements per Section 1, Question 4, with accompanying notes and supplemental information (see RFQ Section 3.3B) n Line of Credit Letter per Section I, Question 5 (see RFQ Section 3.3E) Dun & Bradstreet Report per Section I, Question 6 (see RFQ Section 3.3F) Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per Section I, Question 7 (see RFQ Section 3.3A) Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR(s) per Section III, Part I, Question 5 (see RFQ Section 3.4B) Completed Project Data Sheets (5) n Project Photos for the Relevant Project Data Sheets (see RFQ Section 3.5B) n Declaration in Support of Answers to Questionnaire (page B-48) Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 22 248 From Appendix C: n n n u n Form A - Transmittal Letter Form B - Backlog and Financial Information Form E - Safety Questionnaire Form F - Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit Form G - Small Business Subcontracting Plan Summary Form H - Subcontractor SOQ Certification THE CONTENT OF THE SUBCONTRACTOR'S SOQ SHALL BE ORGANIZED FOR SUBMISSION IN THE SAME ORDER IN WHICH THE DOCUMENTATION IS LISTED ON THE TRANSMITTAL LETTER (FORM A - APPENDIX C). Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project Track Work RFQ - 23 249 APPENDIX A: GENERAL DESCRIPTION OF WORK PERRIS VALLEY LINE PROJECT The Riverside County Transportation Commission (RCTC) will build a Centralized Traffic Control (CTC) single-track commuter rail line from Riverside Downtown Station to South Perris, which will run primarily on a portion of the San Jacinto Branch Line (SJBL) of the old Santa Fe Railroad (now BNSF), as an extension of the Metrolink 91 commuter rail service to Los Angeles —Union Station (LAUS). The PVL service from the Riverside Downtown Station will utilize the existing BNSF Mainline to the Highgrove area. Since there is no continuous connection, a new connection track will be constructed in the Highgrove area. This connection track will be called the Citrus Connector and will be located on a parcel just north of Citrus Avenue and south of Villa Street. The total length of the line is 24 miles, including 2.7 miles on an existing BNSF main track from Riverside Downtown Station to the new BNSF/Citrus Connector junction plus 21.3 miles from the BNSF junction, through the Citrus Connector, continuing along the SJBL, and finally to the south end of the Layover Facility. The SJBL, purchased by RCTC from the Santa Fe Railroad in 1993, is presently used by Burlington Northern Santa Fe (BNSF, successor to the Santa Fe RR) to provide freight service which presently averages three trips a day, with plans to increase. After construction of the PVL Project, the passenger service will be operated by Southern California Regional Rail Authority (SCRRA)/Metrolink. Operation of the passenger service, as well as dispatching of continuing freight service along the SJBL portion of the PVL (including service during the construction period), will be controlled by SCRRA pursuant to a Shared Use Agreement with the BNSF. Dispatching between Riverside Downtown Station and the Citrus Connector will still be controlled by the BNSF. DESCRIPTION OF TRACK WORK Construction of Track Work Construction includes, but is not limited to, building a new track that will connect the existing Metrolink 91 commuter rail to the San Jacinto Branch Line and improving the existing San Jacinto Branch Line (SJBL) for commuter use. The San Jacinto Branch Line is currently used by the Burlington Northern Santa Fe Railway which operates trains on the branch line. A new second track will be used to give the freight trains and commuter trains separate right -of way for a nine -mile section of the alignment. Construction of track work includes, but is not limited to the following: • New mainline track construction • Mainline track rehabilitation (including crosstie replacement, ballasting, and surfacing) • Mainline track grade crossing construction • Tracks for layover facility • Installation of continuous welded rail (CWR) • Track ballasting, including sub -ballast, ballast and surfacing walkway ballast • Track surfacing • Electric flash butt -welding and thermite track welding • Turnout construction • Preparation of track subgrade Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project A-1 Track Work 251 The estimated cost of Track Work described in this RFQ assumes that the subcontractors shall perform and provide all adequate and competent labor, management, supervision, permits, tools, equipment, utilities, installed and consumable materials, testing devices, testing, hauling/transportation services, receiving and unloading, installation, construction, evaluation, quality control, schedules (Work), and all other incidentals for the supply, fabrication, handling, quality control, and schedules (Work) necessary to complete the construction. Subcontractor shall provide for the procurement, fabricating, and installation of the following systems including, but not limited to: • Any construction equipment necessary for the completion of the project • Systems and materials for electric flash butt -welding and thermite welding • Track level, track gauges and any other track tools necessary for the construction of the track • Sub -ballast, ballast and walkway rock • Wooden and concrete ties, continuous welded and standard rail, and other track material including, but not limited to bolts, nuts, and washers, rail anchors, joint bars, transition rails for compromise joints, standard and resilient rail fastening system, and switch stands • Turnouts and road crossings which must be made of new material • Insulated joints The items described above shall not be used as specifications for the systems listed. All work must conform to SCRRA standards, requirements and conditions. For More Information The RFQ and draft contract documents may be downloaded from the RCTC website at www.rctc.orglrfps.asp. Subcontractors may also review the project information at the RCTC office located at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501. Please contact Matthew Wallace at 951.787.7141 to schedule an appointment. Subcontractors are reminded that said documents are by no means complete and not intended to serve as Contract Documents on which to base bids. Riverside County Transportation Commission Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project A-2 Track Work 252 APPENDIX B . . PRE -QUALIFICATION QUESTIONNAIRE Important Information Regarding Completion of Forms Prospective Subcontractors are advised of the following regarding the completion of all forms in Appendix B: • Information provided must be complete, current, accurate, and verifiable; and • Throughout this section, the term "firm" includes any affiliate(s). Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-1 254 1. Subcontractor's Organization Information Name of Subcontractor: Instructions for Form Completion: Subcontractors are reminded that "firm" as used herein and throughout this section includes any affiliate. Responses to each subject area shall be addressed within the table below. Should additional space be needed, Subcontractors are advised to increase space following question as appropriate. Subcontractor (Individual Firm / Joint Venture / Partnership / LLC) Name of Entity: Address: City, State, Zip: Contact Name: Title: Telephone No.: Cell No.: E-mail: Time Available: Alternate Contact Contact Name: Title: Address: City, State, Zip: Telephone No.: Cell No.: E-mail: Time Available: Name(s) of Subcontractor Entity(ies) Company Name Address and Telephone & Fax Numbers State of Incorp- oration: Lead Participant? Yes No Principal Participant(s) Other Firm(s) Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-2 SOQ — Prequalification Questionnaire Track Work 255 2. Financial Institution References List up to five financial institutions with which the firm has done the most business during the past five (5) years, and identify the individual at each institution who was in charge of the firm's accounts. Please fill out the form completely and include all contact information requested. 1. 2. 3. 4. 5. Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Name of Financial Institution Address Contact Phone Number Contact Title Fax Number City, State, Zip Code Email Riverside County Transportation Commission SOQ - Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-3 256 3. Subcontractor Information Form [NOTE: The information on this page is NOT confidential and may be made available to the public] Firm Name: Check One: ❑ Corporation ❑ Partnership ❑ Joint Venture ❑ Sole Proprietorship (as it appears on license) Contact Person: Title: E-mail address: Address: Phone: Fax: Federal Tax I.D. Number: State Tax I.D. Number: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-4 257 4. Pre -qualification Questionnaire Subcontractor SECTION CRITERIA # of SCORING QUESTIONS I Essential Requirements for 11 Pass / Fail Qualification QUESTION # QUESTION SCORING NOTE! Subcontractor will be disqualified if the answer to any of questions 1 through 3 is "no." 1. Subcontractor possesses a valid and current California Contractor's license for the Track Work for which it intends to submit a bid? ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" 2. Subcontractor has or has the ability to obtain a general liability insurance policy with a policy limit of at least $10,000,000 per occurrence and $11,000,000 in the aggregate, and to provide other insurance policies in amounts specified in RFQ Section 1.19? Attach certificate of insurance or written evidence from insurance company per RFQ Section 3.3D ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" 3. Subcontractor has current workers' compensation insurance policy as required by the Labor Code or is legally self -insured pursuant to Labor Code section 3700 et. seq? Attach current workers' compensation insurance policy as part of evidence provided for Question 5, Section III -Part 1. ❑ Yes ❑ No Pass/Fail — Disqualified if answer is "no" Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-5 SOQ — Prequalification Questionnaire Track Work 258 QUESTION # NOTE! Subcontractor 4, 5, 6, and QUESTION SCORING will be disqualified if the information requested in questions 7 is not provided as part of the SOQ. 4. Subcontractor must attach copy of its last three years' audited financial statement with accompanying notes and supplemental information per RFQ Section 3.3B. Attached?: ❑ Yes ❑ No NOTE: A financial statement that is not audited is NOT acceptable. Pass/Fail - Disqualified if not provided. 5. Subcontractor must attach a letter verifying availability of its line of Credit per RFQ Section 3.3E. Attached?: ❑ Yes ❑ No NOTE: Line of Credit letter is not a substitute for the required audited financial statement. Pass/Fail - Disqualified if not provided. 6. Subcontractor must attach a current Dun and Bradstreet (D&B)-Supplier Qualifier Report (SQR) per RFQ Section 3.3F. Attached? ❑ Yes ❑ No Pass/Fail - Disqualified if not provided. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-6 259 QUESTION # QUESTION SCORING NOTE! Subcontractor will be disqualified if the information requested in questions 4, 5, 6, and 7 is not provided as part of the SOQ 7. Subcontractor must attach a notarized statement from an admitted surety insurer, approved by the California Department of Insurance and authorized to issue bonds in the State of California, which states that its current bonding capacity has a single project limit of at least $45 Million per RFQ Section 3.3A. ❑ Yes ❑ No NOTE: Notarized statement must be from the surety company, not an agent or broker. Bonding Company Name: Address: Telephone No.: Pass/Fail - Disqualified if not provided. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-7 SOQ — Prequalification Questionnaire Track Work 260 QUESTION # QUESTION SCORING NOTE: Subcontractor will be immediately disqualified if the answer to any of questions 8, 9. 10, or 11 is "yes."1 If the answer to question 10 is "yes," and if debarment would be the sole reason for denial of pre -qualification, any pre - qualification issued will exclude the debarment period 8. Has your Contractor's license been revoked at any time in the last five years? ❑ Yes ❑ No Pass/Fail - Disqualified if "yes". See Footnote No. 1. 9. Has a surety firm completed a contract on your behalf, or paid for completion because your firm was default terminated by the project owner within the last five (5) years? ❑ Yes ❑ No Pass/Fail - Disqualified if "yes". See Footnote No. 1. 10. At the time of submitting this pre- qualification form, is your firm ineligible to bid on or be awarded a public works contract, or perform as a contractor on a public works contract, pursuant to either Labor Code section 1777.1 or Labor Code section 1777.7? ❑ Yes ❑ No If the answer is "Yes," state the beginning and ending dates of the period of debarment: Pass/Fail - Disqualified if "yes". If the answer is "yes," and if debarment would be the sole reason for denial of pre -qualification, any pre -qualification issued by RCTC will exclude the Subcontractor from participating in the general contractor's submittal of a Bid and from performing work during the debarment period. 11. At any time during the last five years, has your firm, or any of its owners or officers been convicted of a crime involving the awarding of a contract of a government construction project, or the bidding or performance of a government contract? ❑ Yes ❑ No Pass/Fail - Disqualified if "yes". See Footnote No. 1. A specialty subcontractor disqualified solely because of a "Yes" answer given to question 8, 9, or 11 may appeal the disqualification and provide an explanation of the relevant circumstances during the appeal procedure. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-8 SOQ — Prequalification Questionnaire Track Work 261 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 1 - Current Organization & Structure of the Business Varies None QUESTION # QUESTION SCORING 1.A. For Firms That Are Corporations: 1) Date incorporated: 2) Under the laws of what state: 3) Provide all the following information for each person who is either: a) An officer of the corporation (president, vice president, secretary, treasurer), or b) The owner of at least ten per cent of the corporation's stock. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownership of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-9 SOQ — Prequalification Questionnaire Track Work 262 QUESTION # QUESTION SCORING 1.B. For Firms That Are Partnerships: 1) Date of formation: 2) Under the laws of what state: 3) Provide all the following information for each partner who owns 10% or more of the firm. Name Position Years with Co. % Ownership 4) Identify every construction firm that any person listed above has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. NOTE: For this question, "owner" and "partner" refer to ownership of ten per cent or more of the business, or 10 per cent or more of its stock, if the business is a corporation. Person's Name Construction Firm Dates of Person's Participation with Firm 1.C. For Firms That Are Sole Proprietorships: 1) Date of commencement of business: 2) Identify every construction firm that the business owner has been associated with (as owner, general partner, limited partner or officer) at any time during the last five years. Business Owner's Name Construction Firm Dates of Owner's Participation with Firm Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-10 SOQ — Prequalification Questionnaire Track Work 263 QUESTION # QUESTION SCORING 1.D. For Firms That Intend to Submit a Cost Proposal as Part of Joint Venture: 1) Date of commencement of joint venture: 2) Provide all of the following information for each firm that is a member of the joint venture that expects to prepare a cost proposal for the Track Work of the Project: Firm Name % Ownership of JV Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-11 264 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 2 — History of the Business and Organizational Performance 7 Scoring as Indicated QUESTION # QUESTION SCORING 1. Has there been any change in ownership of the firm at any time during the last three years? Note: A corporation whose shares are publicly traded is not required to answer this question. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 2. Is the firm a subsidiary, parent, holding company or affiliate of another construction firm? Note: Include information about other firms if one firm owns 50% or more of another, or if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 3. Are any corporate officers, partners or owners connected to any other construction firms? Note: include information about other firms if an owner, partner, or officer of your firm holds a similar position in another firm. ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 4. State your firm's gross revenues for each of the last three years: 2011: 2010: 2009: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project B-12 Track Work 265 QUESTION # 5. QUESTION SCORING How many years has your organization been in business in California as a contractor under your present business name and license number? Years 0 points = < 3 years 2 points = 3 years but < 4 years 3 points = 4 years but < 5 years 4 points = 5 years but < 6 years 5 points = 6 years or more 6. Is your firm currently the debtor in a bankruptcy case? ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number, and the date on which the petition was filed. 3 points = No 0 points = Yes 7. Was your firm in bankruptcy or has it been subject to a receivership or involuntary bankruptcy proceeding any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question 6 above). ❑ Yes ❑ No If "yes," please attach a copy of the bankruptcy petition, showing the case number and the date on which the petition was filed, and a copy of the Bankruptcy Court's discharge order, or of any other document that ended the case, if no discharge order was issued. 3 points = No 0 points = Yes Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-13 266 SECTION CRITERIA # of SCORING QUESTIONS 11 Part 3 - Licenses 5 Scoring as Indicated QUESTION # QUESTION SCORING 1. List all California construction license numbers, classifications, and expiration dates of the California contractor licenses held by your firm: Subcontractor's California License Number(s) and Classification: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: Classification: No.: Expiration Date: 2. If any of your firm's license(s) are held in the name of a corporation or partnership, list below the names of the qualifying individual(s) listed on the Contractors State License Board (CSLB) records who meet(s) the experience and examination requirements for each license: 3. Has your firm changed names or license numbers in the past five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the chan. e. 4. Has any owner, partner, or (for corporations, officer of your firm) operated a construction firm under any other name in the last five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page including the reason for the change. 5. Has any CSLB license held by your firm or its Responsible Managing Employee (RME) or Responsible Managing Officer (RMO) been suspended within the last five years? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page. 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-14 SOQ — Prequalification Questionnaire Track Work 267 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 4 - Disputes 7 Scoring as Indicated QUESTION # QUESTION SCORING 1. At any time in the last five years, has your firm been assessed and/or paid liquidated damages after completion of a project, under a construction contract with either a public or private owner? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page identifying all such projects by owner, owner's address, the date of completion of the project, amount of liquidated damages assessed and all other information necessary to fully explain the assessment of liquidated damages. 2. In the last five years has your firm, or any firm with which any of your company's owners, officers or partners was associated with, been debarred, disqualified, removed or otherwise prevented from bidding on, or completing, any government agency or public works project for any reason? NOTE: "Associated with" refers to another construction firm in which an owner, partner or officer of your firm held a similar position, and which is listed in response to Section 11, Part 1 questions 1.A.4, 1.8.4 or 1.C.2 on this form. ❑ Yes ❑ No If the answer is "yes," explain on a separate signed page. State whether the firm involved was the firm applying for prequalification here or another firm. Identify by name of company the name of the person within your firm who was associated with that company, the year of the event, the owner of the project, the project, and the basis for the action. 5 points = No 0 points = Yes 3. In the last five years, has your firm been denied an award of a public works contract based on a finding by a public agency that your company was not a responsible subcontractor? ❑ Yes ❑ No If the answer is "Yes," explain on a separate, signed page and identify the year of the event, the owner, the project, and the basis for the finding by the public agency. 5 points = No 0 points = Yes Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-15 SOQ — Prequalification Questionnaire Track Work 268 QUESTION # QUESTION SCORING NOTE! The following two questions refer only to disputes between your firm and the owner of a project. You need not include information about disputes between your firm and a supplier, another contractor or subcontractor. You may omit reference to all disputes about amounts of less than $50,000. 4. In the past five years, has any claim concerning your firm's work on a construction project, been filed in If the firm's average annual gross revenue for the last three years was 4100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenue for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. court or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim(s) by providing the project name, date of the claim, name of the claimant, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: 5. In the past five years has your firm made any claim against a project owner or requested that a prime contractor pass through or sponsor a claim against a project owner concerning work on a project or payment for a contract and filed that claim in court If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. If your firm's average gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1, 2, or 3 such instances. 3 points for "Yes" indicating either 4 or 5 such instances. 0 points for "Yes" if more than 5 such instances. or arbitration in USA? ❑ Yes ❑ No If "yes," on separate signed sheets of paper identify the claim by providing the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court in which the case was filed and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution). Number of Instances: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-16 SOQ — Prequalification Questionnaire Track Work 269 QUESTION SCORING 6. At any time during the past five years, has any surety company made any payments on behalf of your firm as a result of a default, to satisfy any claims made against a performance or payment bond issued on your firm's behalf in connection with any construction project, either public or private? ❑ Yes ❑ No If "yes." Explain on a separate signed page the amount of each such claim, the name and telephone number of the claimant, the date of the claim, the grounds for the claim, the present status of the claim, the date of resolution of such claim if resolved, the method by which such was resolved if resolved, the nature of the resolution and the amount, if any, at which the claim was resolved. Number of Claims: 5 points for either "No" or "Yes" indicating 1 such claim. 3 points for "Yes" indicating no more than 2 such claims. Subtract five points for "Yes" if more than 2 such claims. 7. In the last five years, has any insurance carrier, for any form of insurance, refused to renew the insurance policy for your firm? ❑ Yes ❑ No If "Yes," explain on a separate, signed page and name the insurance carrier, the form of insurance, and the year of the refusal. Number of Instances: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-17 270 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 5 — Criminal Matters 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. 2. In the last five (5) years, has your firm, or any of its owners, officers, or partners ever been found liable in a civil suit, or found guilty in a criminal action, for making any false claim or material misrepresentation to any public agency or entity? ❑ Yes ❑ No If "Yes," explain on a separate, signed page identifying who was involved, the name of the public agency, the date of the investigation, and the grounds for the finding. In the last five (5) years, has your firm, or any of its owners, officers, or partners even been indicted or convicted of a crime involving any federal, state, or local law related to construction or bidding? ❑ Yes ❑ No If "yes," explain on a separate signed page, including identifying who was involved, the name of the public agency, the date of the conviction and the grounds for the conviction. No = 5 points Yes = subtract 5 points No = 5 points Yes = subtract 5 points 3. In the last five (5) years, has your firm or any of its owners, officers or partners ever been convicted of a federal or state crime of fraud, or any other act of dishonesty? ❑ Yes ❑ No If "Yes," explain on a separate, signed page the person or persons convicted, the court (the county if a state court, the district or location of the federal court), the year, and the criminal conduct. No = 5 points Yes = subtract 5 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-18 SOQ — Prequalification Questionnaire Track Work 271 QUESTION # QUESTION SCORING 4. In the last five (5) years, has the firm been convicted of violating a State or Federal law relating to the employment of undocumented aliens? ❑ Yes ❑ No If yes, describe: No = 5 points Yes = subtract 5 points Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-19 272 SECTION CRITERIA # of QUESTIONS SCORING 11 Part 6 — Bonding 4 Scoring as Indicated QUESTION # QUESTION SCORING 1. Bonding capacity: Provide documentation from your surety identifying the following: Name of bonding company/surety: Name of surety agent, address, and phone number: Informational only. Documentation for answers to questions in Part 6 shall be provided as part of documentation for question 7 in Section I of this Questionnaire 2. State the greatest premium percentage rate that your firm was required to pay for a performance and payment bond on any project(s) on which your firm worked at any time during the last three years. You may provide an explanation for a percentage rate higher than one per cent, if you wish to do so. 5 points if the rate is no more than 1% 3 points if the rate was no higher than 1.1% 0 points for any other answer 3. List all other sureties (name and full address) that have written bonds for your firm during the last five years, including the dates during which each wrote the bonds: Informational only. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-20 SOQ — Prequalification Questionnaire Track Work 273 QUESTION # QUESTION SCORING 4. During the last five years, has your firm ever been denied bond credit by a surety company, or has there ever been a period of time when your firm had no surety bond in place during a public construction project when one was required? ❑ Yes ❑ No If "Yes," provide details on a separate signed sheet indicating the date when your firm was denied coverage and the name of the company or companies which denied coverage; and the period during which you had no surety bond in place. No = 5 points Yes = 0 points Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-21 274 SECTION CRITERIA # of QUESTIONS SCORING III Part 1 — OSHA and Environmental Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has OSHA (Federal or State) cited and assessed penalties against your firm for any "willful" or "repeat" violations of its safety or health regulations in the past five years? Note: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board or the FRA has not yet ruled on your appeal, you need not include information about it. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attached a separate signed page describing the citations, including information about the dates of the citations, the nature of the violation, the project on which the citation(s) was or were issued, the amount of penalty paid, if any. If the citation was appealed to the Occupational Safety and Health Appeals Board and a decision has been issued, state the case number and the date of the decision. Number of Instances: One instance is one inspection by OSHA.. If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 such instance. 0 points for "Yes" if more than 1 such instance. If the firm's average annual gross revenues for the last three years was >$100 million: 5 points for "No." 3 points for "Yes" indicating either 1 or 2 such instances. 0 points for "Yes" if more than 2 such instances. 2. Has the Federal or State Occupational Safety and Health Administration cited and assessed penalties against your firm for "serious" violations in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: One instance is one inspection by OSHA. If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for "No." 3 points for "Yes" indicating 1 or 2 such instances. 2 points for "Yes" indicating 3 such instances 0 points for "Yes" if more than 3 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for "No." 3 points for "Yes" indicating either 1, 2 or 3 such instances. 2 points for "Yes" indicating 4 such instances. 0 points for "Yes" if more than 4 such instances. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-22 275 QUESTION # QUESTION SCORING 3. Has any state EPA or any Air Quality Management District or any Regional Water Quality Control Board cited and assessed penalties against either your firm or the owner of a project on which your firm was the contractor, in the past five years? NOTE: If you have filed an appeal of a citation and the Appeals Board has not yet ruled on your appeal, or if there is a court appeal pending, you need not include information about the citation. ❑ Yes ❑ No ❑ Filed Appeal If "yes," attach a separate signed page describing each citation. Number of Instances: If the firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No" or "Yes" indicating 1 such instance. 3 points for "Yes" indicating 2 or 3 such instances. 0 points for "Yes" if more than 3 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating 1 or 2 such instances. 3 points for "Yes" indicating either 3 or 4 such instances. 0 points for "Yes" if more than 4 such instances. 4. Has the FRA provided your firm with any notices of probable violation that resulted in an assessment of civil penalties? ❑ Yes ❑ No If "yes," attached a separate signed page describing the notices, including information about the dates of the notices, the nature of the violation, the project on which the notice(s) was or were issued, and the actions taken to remedy the violation. Number of Instances: One instance is one inspection by the FRA. If the firm's average annual gross revenues for the last three years was < $100 million: 3 points for "No." 1 point for "Yes" indicating 1 to 2 such instances. 0 points for "Yes" if more than 2 such instances. If the firm's average annual gross revenues for the last three years was > $100 million: 3 points for "No." 1 points for "Yes" indicating 1 to 2 such instances. 0 points for "Yes" if more than 2 such instances. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project B-23 Track Work 276 QUESTION # QUESTION SCORING 5. List your firm's Experience Modification Rate (EMR) for Workers' Compensation Insurance for each of the past three premium years and this premium year. Attach a copy of current and the past three (3) years of Worker's Compensation Insurance as proof of EMR(s) per RFQ section 3.4B. Note: An Experience Modification Rate is issued to your firm annually by your workers' compensation insurance carrier. Current year 2012: 2011: 2010: 2009: 3 -year average: If your organization's EMR for any of the four years shown above is or was 1.00 or higher, please attach a letter of explanation. 5 points for four-year average EMR of .95 or less 3 points for four-year average of EMR of more than .95 but no more than 1.00 0 points for any other EMR 6. Within the last five years, has there ever been a period when your firm had employees, but was without workers' compensation insurance or state -approved self-insurance? ❑ Yes ❑ No If "yes," please explain the reason for the absence of workers' compensation insurance on a separate signed page. If "No," please provide a statement by your current workers' compensation insurance carrier (and any others if carrier has changed in the last five years) that verifies periods of workers' compensation insurance coverage for the last five years. (If your firm has been in the construction business for less than five years, provide a statement by your workers' compensation insurance carrier verifying continuous workers' compensation insurance coverage for the period that your firm has been in the construction business.) Number of Instances: 5 points for either "No" or "Yes" indicating 1 such instance. 0 points for any other answer Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-24 SOQ — Prequalification Questionnaire Track Work 277 SECTION CRITERIA # of QUESTIONS SCORING III Part 2 —Wage Laws and Apprenticeship Compliance Record 6 Scored as Indicated QUESTION # QUESTION SCORING 1. Has there been more than one occasion during the last five years on which your firm was required to pay either back wages or penalties for your own firm's failure to comply with the state's prevailing wage laws? NOTE: This question refers only to your own firm's violation of prevailing wage laws, not to violations of the prevailing wage laws by one of your subcontractors. ❑ Yes ❑ No If "yes," attach a separate signed page or pages, describing the nature of each violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid and the amount of back wages and penalties that you were required to pay. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. 2. During the last five years, has there been more than one occasion on which your own firm has been penalized or required to pay back wages for failure to comply with the federal Davis -Bacon prevailing wage requirements? ❑ Yes ❑ No If "yes," attach a separate signed page or pages describing the nature of the violation, identifying the name of the project, the date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid, the amount of back wages you were required to pay along with the amount of any penalty paid. Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" for more than 6 such instances. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-25 SOQ — Prequalification Questionnaire Track Work 278 QUESTION # QUESTION SCORING 3. Provide the name, address and telephone number of the apprenticeship program sponsor(s) (approved by the State Apprenticeship Council) from whom you intend to request the dispatch of apprentices to your company for use on any public work project for which you are awarded a contract by the RCTC. List: 5 points if at least one approved apprenticeship program is listed. 0 points for any other answer. 4. If your firm operates its own State - approved apprenticeship program: A. Identify the craft or crafts in which your firm provided apprenticeship training in the past year, and the year in which each apprenticeship program was approved. B. Attach evidence of the most recent State Apprenticeship Council approval(s) of your apprenticeship program(s). C. State the number of individuals who were employed by your firm as apprentices at any time during the past three years in each apprenticeship and the number of persons who, during the past three years, completed apprenticeships in each craft while employed by your firm. 5 points if one or more persons completed an approved apprenticeship while employed by your firm. 0 points if no persons completed an approved apprenticeship while employed by your firm. Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-26 SOQ — Prequalification Questionnaire Track Work 279 QUESTION # QUESTION SCORING 5. At any time during the last five years, has your firm been found to have violated any provision of any state apprenticeship laws or regulations, or the laws pertaining to use of apprentices on public works? ❑ Yes ❑ No If "yes," provide the date(s) of such findings, and attach copies of the Department's final decision(s). Number of Instances: If your firm's average annual gross revenues for the last three years was < $100 million: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. If your firm's average annual gross revenues for the last three years was > $100 million: 5 points for either "No" or "Yes" indicating no more than 4 such instances. 3 points for "Yes" indicating either 5 or 6 such instances. 0 points for "Yes" and more than 6 such instances. 6. Has any violation of a State License Law regarding personal income tax withholding or Federal Insurance Contribution Act (FICA) withholding requirements settled against the firm? If the answer is "Yes," explain on a separate, signed page and attach. Number of Instances: 5 points for either "No," or "Yes" indicating either 1 or 2 such instance. 3 points for "Yes" indicating 3 such instances. 0 points for "Yes" for more than 3 such instances. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-27 280 SECTION CRITERIA # of SCORING QUESTIONS IV Completion of Recent 7 Yes - Self Performing = 5 points Projects Yes - Managing = 3 points No = 0 points QUESTION # QUESTION SCORING In the last 12 years, has your organization provided track work services in connection with commuter railway projects similar to the Perris Valley Line Commuter Rail Extension Project in scope, complexity, and value as described herein, and specifically, projects that have the following similarities? Experience self -performing track construction for FRA1. Class 4 track with maximum speed of 79 MPH? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing Zero (0) points for NO 2. Experience self -performing welding and thermal adjustment of CWR? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self performing OR Three (3) points for YES - managing Zero (0) points for NO b) Experience managing welding and thermal adjustment of CWR? ❑ Yes ❑ No Section V Project No(s).demonstrating this experience: : 3. a) Experience self -performing electric flash butt rail welding? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing OR Three (3) points for YES - managing Zero (0) points for NO b) Experience managing electric flash butt rail welding? ❑ Yes ❑ No Section V Project No(s).demonstrating this experience: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-28 SOQ — Prequalification Questionnaire Track Work 281 QUESTION # QUESTION SCORING 4. Experience self -performing track surfacing? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing Zero (0) points for NO 5 a) Experience self -performing dynamic track stabilization? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing OR Three (3) points for YES - managing Zero (0) points for NO b) Experience managing dynamic track stabilization? ❑ Yes ❑ No Section V Project No(s).demonstrating this experience: 6. a) Experience self -performing track construction under Class 2 live freight environment? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES to both "a" and "b" OR Three (3) points for YES to "a" or "b" Zero (0) points for NO to "a" and "b" b) Experience self -performing upgrades to existing grade crossings under Class 2 live freight environment? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: 7 a) Experience self -performing mainline track rehabilitation under Class 2 live freight? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Five (5) points for YES — self - performing OR Three (3) points for YES - managing Zero (0) points for NO b) Experience managing mainline track rehabilitation under Class 2 live freight environment? ❑ Yes ❑ No Section V Project No(s). demonstrating this experience: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-29 SOQ — Prequalification Questionnaire Track Work 282 V Quality of Performance 13 Based on Interview Interview Questions Results In support of the answers given in Section IV, Completion of Recent Projects, provide information about no more than five (5) projects most recently completed or in progress by your company as a subcontractor or general contractor in the last twelve (12) years that are similar to this Project's scope, complexity and value for construction of commuter railway projects, including, but not limited to: • Completing a mixed -use single-track commuter rail line while maintaining existing freight service; • New mainline track construction; • Mainline track rehabilitation (including crosstie replacement, ballasting, and surfacing); • Mainline track grade crossing construction; and • Installation of continuous welded rail, track ballasting, track surfacing, and track welding. Projects and references must be current and verifiable. Prospective subcontractors are encouraged to present projects on which the Project Manager, Field Superintendent and Safety Manager have worked within the last 12 years that are comparable to the Perris Valley Line Commuter Rail Extension Project, as described herein. Prospective Subcontractor must provide information about projects that are similar to this Project's scope, complexity and value as described above. Contact for references must be a Project Manager or Assistant Project Manager and alternate for both Owner and Engineer. Please provide their titles on the project references. RCTC will interview the Primary Owner Contact or Alternate Owner Contact identified on the Relevant Project Data Sheets for the purpose of obtaining scores for each of the 13 Interview Questions that appear on pages B-46 and B-47 of this RFQ. In the event that the Owner representative states that they do not have sufficient knowledge to answer any specific question(s), RCTC will contact one of the Engineer/Designer representatives identified on the Relevant Project Data Sheets to obtain a response to any unanswered questions for scoring. . Prospective subcontractors are encouraged to notify references to ensure their availability to be interviewed during the SOQ evaluation period following submittal of the SOQ, as outlined in Section 2.2 of the RFQ. RCTC will use interview question scores from only two (2) of the projects provided as references (maximum five Relevant Project Data Sheets) to determine if the minimum passing score of 150 points out of 240 has been achieved. Projects that score less than 75 points will be eliminated from consideration in determining the minimum passing score. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-30 283 RELEVANT PROJECT DATA SHEET PROJECT NO. 1 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J• Identification of project: New Mainline Track Construction Mainline Track Grade Crossing Construction Mainline Track Rehabilitation (Crosstie Replacement, Ballasting, and Surfacing) Turnout Construction ; Installation of Continuous Welded Rail (CWR) Track Surfacing Track Welding Other- Explain Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-31 284 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-32 285 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Specialty Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-33 286 RELEVANT PROJECT DATA SHEET PROJECT NO. 2 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J• Identification of project: New Mainline Track Construction Mainline Track Grade Crossing Construction Mainline Track Rehabilitation (Crosstie Replacement, Ballasting, and Surfacing) Turnout Construction Installation of Continuous Welded Rail (CWR) Track Surfacing Track Welding Other- Explain Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-34 287 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-35 288 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-36 289 RELEVANT PROJECT DATA SHEET PROJECT NO. 3 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J. Identification of project: New Mainline Track Construction Mainline Track Grade Crossing Construction Mainline Track Rehabilitation (Crosstie Replacement, Ballasting, and Surfacing) Turnout Construction Installation of Continuous Welded Rail (CWR) Track Surfacing Track Welding Other- Explain Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-37 290 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-38 291 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-39 292 RELEVANT PROJECT DATA SHEET PROJECT NO. 4 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J• Identification of project: New Mainline Track Construction Mainline Track Grade Crossing Construction Mainline Track Rehabilitation (Crosstie Replacement, Ballasting, and Surfacing) Turnout Construction Installation of Continuous Welded Rail (CWR) Track Surfacing Track Welding Other- Explain Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-40 293 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-41 294 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-42 295 RELEVANT PROJECT DATA SHEET PROJECT NO. 5 a. Photos of project: Progress photos attached Completed project photos attached b. Project name: c. Location: d. Owner: e. Primary owner contact (name and current phone number): Alternate owner contact (name and current phone number): f. Engineer/Designer (name of firm): g. Engineer or Designer contact (name and current phone number): Alternate Engineer/Designer contact (name and current phone number): h. General contractor (name and current phone number): i. Description of project: J• Identification of project: New Mainline Track Construction Mainline Track Grade Crossing Construction Mainline Track Rehabilitation (Crosstie Replacement, Ballasting, and Surfacing) Turnout Construction Installation of Continuous Welded Rail (CWR) Track Surfacing Track Welding Other- Explain Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-43 296 k. Scope of work self -performed by your company as a subcontractor or general contractor: I. Explain relevance to this Project: m. Total value of project if known: n. Total value of sub -subcontracts, or subcontracts if performed as general contractor (including change orders): o. Original scheduled completion date: p. Time extensions granted (number of days): q. Actual date of completion: r. Liquidated damages (indicate if any and provide details in response to Question 1 in Questionnaire Section II, Part 4 — Disputes): s. Litigation, claims, dispute proceeding & arbitration (indicate if any and provide details in response to Questions 4 and 5 in Questionnaire Section II, Part 4 — Disputes): Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-44 297 t. Termination for cause / Disciplinary actions (indicate if any and provide details in response to Question 2 in Questionnaire Section II, Part 4 — Disputes, including owner contact information): u. Awards, citations, and/or commendations, including environmental (indicate name, year received, and work for which award, citation, or commendation was received): Subcontractor's Team: Project Manager: Superintendent: Safety Manager: Major sub -subcontractors, or subcontractors if performed as a general contractor on project: Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-45 298 SCORING GUIDELINES FOR INTERVIEW QUESTIONS DO NOT RETURN WITH QUESTIONNAIRE QUESTION # QUESTION _ SCORING 1. Are there any outstanding stop notices, liens, or claims by the Subcontractor that are currently unresolved on contracts for which notices of completion were recorded more than 120 days ago? Number outstanding: One (1) point for each is deducted from overall score Maximum amount to be deducted is five (5) points For questions 2 — 13, please provide your answer based on a scale of 0 - 10, with 10 being the best. 2. Did the Subcontractor provide sufficiently Maximum 10 points qualified and well -trained on -site personnel and supervision? 3. Rate the Subcontractor's safety record and compliance with FRA regulations. Maximum 10 points 4. Did the Subcontractor provide suitable, well -maintained equipment to perform the track work? Maximum 10 points 5. Was the Subcontractor timely in providing reports and other paperwork, including change order paperwork and scheduling updates? Maximum 10 points 6. Did the Subcontractor adhere to the project schedule that your agency/organization approved? Maximum 10 points 7. Did the Subcontractor adequately plan, schedule and complete, on time, critical work elements of the project (e.g., cut- overs, grade crossings, etc.)? Maximum 10 points. For delays attributable to the Contractor: Detailed planning, no delays: 10 points Inadequate planning, numerous delays impacting train movements: 0 points Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project B-46 SOQ — Prequalification Questionnaire Track Work 299 8. Rate the Subcontractor on the timely submission of reasonable cost and time estimates to perform change order work. Maximum 10 points 9. How well did the Subcontractor perform the work after a change order was issued, and how well did the Specialty Subcontractor integrate the change order work into the existing work? Maximum 10 points 10. How did the Subcontractor perform in the area of turning in Operation & Maintenance manuals, completing as - built drawings, providing required training and taking care of warranty items? Maximum 10 points 11. Were there an unusually high number of claims, given the nature of the project, or unusual difficulty in resolving them? Maximum 10 points 12. Rate how well the Subcontractor worked and coordinated with railroad personnel (safety, track inspection, maintenance, and operations)? Maximum 10 points 13. Were there any significant quality issues (track weld replacement, inconsistent gage, poor line and surface, etc.)? Maximum 10 points Nothing herein shall be construed to limit the right of RCTC to consider and evaluate information provided by a reference that may not be directly responsive to the foregoing questions. Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-47 300 DECLARATION IN SUPPORT OF ANSWERS TO QUESTIONNAIRE To the RCTC: I, the undersigned, certify and declare that I have read all the foregoing answers to this pre -qualification questionnaire and know their contents. The matters stated in the questionnaire answers are true to the best of my knowledge, except as to those matters stated on information and belief, and as to those matters I believe them to be true. I declare under penalty of perjury under the laws of the State of California, that the foregoing is correct. IF A SOLE OWNER OR SOLE CONTRACTOR, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of proprietor IF A PARTNERSHIP, SIGN HERE: (1) Name under which business is conducted (2) Signature (first and last name) of each member of partnership: (Indicate character of each partner — general or special.) IF A CORPORATION SIGN HERE: A corporation requires the signature of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. (1) Name under which business is conducted (2) First Signature of Chairman of Board (3) Second Signature with official title of officer authorized to sign for the corporation (IMPRESS) (CORPORATE SEAL HERE) Incorporated under the laws of the State of IF A JOINT VENTURE, SIGN HERE: (1) Name of the Joint Venture (2) Signature and official title of person authorized to sign on behalf of the Joint Venture (3) Name of each entity (or person) comprising the joint venture and its state of incorporation, if applicable Riverside County Transportation Commission SOQ — Prequalification Questionnaire Perris Valley Line Commuter Rail Extension Project Track Work B-48 301 APPENDIX C: PRE -QUALIFICATION FORMS Form A TRANSMITTAL LETTER SUBCONTRACTOR: SOQ No.: 12-33-026-00 SOQ Date: [Insert Date] Riverside County Transportation Commission 4080 Lemon Street, 3rd floor Riverside, CA 92501 Attn: Mr. Matthew Wallace The undersigned ("Subcontractor") submits this Statement of Qualification submittal (this "SOQ") in response to that certain Request for Qualifications dated as of (as amended, the "RFQ"), issued by Riverside County Transportation Commission ("RCTC") to construct the Perris Valley Line Commuter Rail Extension Project as described in the RFQ. Enclosed, and by this reference incorporated herein and made a part of this SOQ, are the following: • Form A — Transmittal letter • Form H — Subcontractor SOQ Certification • Subcontractor's Organization Information (page B-2) • Financial Institutional References (page B-3) • Subcontractor Information Form (page B-4) • Completed Pre -qualification Questionnaire (Sections I — V) • Declaration in Support of Answers to Questionnaire (page B- 48) • Supporting Documentation for Pre -qualification Questionnaire o I -Q2: Certificate of Insurance or Written Evidence from Insurance Company or Broker as per RFQ Section 3.3D o I -Q4: Copies of audited Financial Statements with accompanying notes and supplemental information as per RFQ Section 3.3B o I -Q5: Line of Credit Letter as per RFQ Section 3.3E o I -Q6: Dun & Bradstreet Report as per RFQ Section 3.3F o I -Q7: Notarized Statement from an admitted Surety Insurer (Surety Company, not an agent or broker) per RFQ Section 3.3A Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-1 SOQ Form A 303 Form A TRANSMITTAL LETTER o III Part 1-Q5: Workers' Compensation Insurance for each of the past three premium years and this premium year as proof of EMR per RFQ Section 3.4B o V: Project Photos for the Relevant Project Data Sheets per RFQ Section 3.5B • Explanations of Answers to Pre -qualification Questionnaire o Explanations on separate, signed pages, as needed, in the same order as the questions appear in the Prequalification Questionnaire. • Form B — Backlog and Financial Information per RFQ Section 3.3 • Form E — Safety Questionnaire per RFQ Section 3.4 • Form F— Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit per RFQ Section 1.17. • Form G — Small Business Subcontracting Plan Summary per RFQ Section 1.17 Subcontractor acknowledges receipt, understanding, and full consideration of all materials posted on RCTC's website (www.rctc.org/rfps.asp) as set forth in Section 1.5 and Section 1.11, and the following addenda and sets of questions and answers to the RFQ: [Subcontractor to list any addenda to this RFQ and sets of questions and answers by dates and numbers prior to executing Form A.] Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-2 SOQ Form A 304 Form A TRANSMITTAL LETTER Subcontractor represents and warrants that it has read the RFQ and agrees to abide by the contents and terms of the RFQ and the SOQ. If the Subcontractor consists of more than one entity, all members of the Subcontractor entity agree to accept joint and several liability for performance under the Contract. Subcontractor understands that RCTC is not bound to pre -qualify any Subcontractor and may reject each SOQ RCTC may receive. Subcontractor further understands that all costs and expenses incurred by it in preparing this SOQ and participating in the Project procurement process will be borne solely by the Subcontractor. Subcontractor agrees that RCTC will not be responsible for any errors, omissions, inaccuracies, or incomplete statements in this SOQ. This SOQ shall be governed by and construed in all respects according to the laws of the State of California. Subcontractor's business address: (No.) (Street) (Floor or Suite) (City) (State or Province) (ZIP or Postal Code) (Country) State or Country of Incorporation/Formation/Organization: [insert appropriate signature block from following pages] Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-3 SOQ Form A 305 Form A TRANSMITTAL LETTER 1. Sample signature block for corporation or limited liability company: [Insert Subcontractor's name] By: Print Name: Title: 2. Sample signature block for partnership or joint venture: [Insert Subcontractor's name] By: [Insert general partner's or equity member's name] By: Print Name: Title: [Add signatures of additional general partners or equity members as appropriate] 3. Sample signature block for attorney in fact: [Insert Subcontractor's name] By: Print Name: Attorney in Fact Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-4 SOQ Form A 306 Form B BACKLOG AND FINANCIAL INFORMATION Name of Subcontractor: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Subcontractors are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Subcontractor Entities and Firm Names Contracts in Force (Number) Total Contract Value (US$ millions) Value of Work Remaining by Year ( US $ millions) 2012 2013 2014 Principal/Major Participant: Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-5 Track Subcontractor Request for Qualifications SOQ Form B 307 Form B BACKLOG AND FINANCIAL INFORMATION Name of Subcontractor: Instructions for Form completion: Responses shall be addressed within the table below. Should additional space be needed to adequately respond, Subcontractors are advised to increase the number of lines within the table as appropriate. Form B shall have no SOQ page limitation. Firm Name Proposals / Bids Out- standing (Number) Total Potential Value (US$ millions) Principal/Major Participant: Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-6 SOQ Form B 308 Form C SUBCONTRACTOR'S CLARIFICATION REQUEST DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Subcontractor/Firm Name: Date of Question: Date of RCTC Response: RFQ Section No. or Appendix Question Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-7 Track Subcontractor Request for Qualifications S0Q Form C 309 Form D SUBCONTRACTOR COMMENTS FORM DO NOT SUBMIT WITH STATEMENT OF QUALIFICATIONS Subcontractor/Firm Name: Date of Comment: Date of RCTC Response: Document Reference Comment Reserved for RCTC Response Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-8 Track Subcontractor Request for Qualifications SOQ Form D 310 Form E Safety Questionnaire Name of Subcontractor: Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Subcontractors to address subject areas identified in the tables and questions below, Subcontractor shall add additional lines within each subject area as appropriate. Form E has no SOQ page limitation. 1. Provide the following information for the past 3 years: Item 2009 2010 2011 Experience Modification Rate Lost Work Rate Employee hours worked (Do not include non -work time, even though paid) Number of lost workday cases Number of restricted workday cases Number of cases with medical attention only Number of fatalities 3 -Year Average Experience Modification Rate: 3 -year Average Loss Work Rate: 2. Are internal accident reports and report summaries sent to management? To what levels and how often? Position No Yes Monthly Quarterly Annually 3. Do you hold site meetings for supervisors? Yes No How Often? Weekly Biweekly Monthly Less often, as needed Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-9 SOQ Form E 311 Form E Safety Questionnaire 4. Do you conduct Project Safety Inspections? Yes No By Whom? How Often? Weekly Biweekly Monthly_ 5. Does the firm have a written Safety Program? Yes No (If yes, attach the Safety Program cover page, table of contents, and signed and dated approval of the Safety Program) 6. Does the firm have an orientation program for new hires? Yes No If yes, what safety items are included? 7. Does the firm have a program for newly hired or promoted foremen? Yes No If yes, does it include instruction of the following? Topic Yes No Safety Work Practices Safety Supervision On -site Meetings Emergency Procedures Accident Investigation Fire Protection and Prevention New Worker Orientation 8. Does the firm hold safety meetings which extend to the laborer level? Yes No How often? Daily Weekly Bi-Weekly Less often, as needed Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-10 SOQ Form E 312 Form F Subcontractor's Provisional Overall DBE Project Goal Declaration Affidavit STATE OF COUNTY OF Each of the undersigned, being first duly sworn, deposes and says that is the of and is the (Title) (Company) (Contact Name) (Title) of , which entity(ies) are the (Company) (Joint Venture/Partnership, Other) of , the entity making the foregoing Proposal. (Joint Venture Company) (Contact Name) The Subcontractor hereby affirms that it is committed to fully complying with U.S. DOT DBE provisions as set forth under Title 49 CFR Part 26, that RCTC will be subject to an Overall Project DBE Goal (Race -Neutral) of 12.4% for the project period as further defined in the IFB, when issued, and that by submitting a Small Business Subcontracting Plan Summary (Form G) it understands that RCTC encourages the participation of small businesses, including certified DBE firms, in the performance of subcontracts on the resulting contract. (Signature) (Signature) (Name Printed) (Name Printed) (Title) (Title) Subscribed and sworn to before me this [Seal] day of , 20 Notary Public in and for said County and State My commission expires: [Duplicate or modify this form as necessary so that it accurately describes the entity making the SOQ submittal and so that it is signed on behalf of all partners/members of the proposing firm.JA COPY OF THIS CERTIFICATION MUST BE COMPLETED AND SIGNED BY SUBCONTRACTOR AND, IF A SUBCONTRACTOR IS A PARTNERSHIP, LIMITED PARTNERSHIP, JOINT VENTURE OR OTHER ASSOCIATION, THEN A SEPARATE CERTIFICATION MUST BE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF EACH MEMBER AND SUBMITTED WITH THE STATEMENT OF QUALIFICATIONS. Riverside County Transportation Commission Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-11 SOQ Form H 313 Form G Small Business Subcontracting Plan Summary Name of Subcontractor: Name of Principal/Major Participant: Instructions for Form completion: Should additional lines or space be needed by Subcontractors to address subject areas identified in the table and items below, Subcontractor shall add additional lines within each subject area as appropriate. Form G has a three page limitation Provide the following information: Small Business Subcontracting Plan Summary The following items shall be included in the Small Business Subcontracting Plan Summary: Small Business Subcontracting Plan Summary • The estimated percentage participation level of SB subcontracts to be awarded • The areas of work anticipated to be subcontracted to small business firms • The efforts the Subcontractor would undertake if awarded the Contract to breakdown subcontract opportunities to a size small businesses can reasonably perform Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project C-12 Track Subcontractor Request for Qualifications SOQ Form G 314 Form G Small Business Subcontracting Plan Summary • Describe what efforts would be undertaken to advertise in various media about potential small business subcontracting opportunities • Describe contemplated means of notifying potential small businesses to determine their interest in subcontract opportunities and plans to follow up on initial responses by small businesses. Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-13 SOQ Form G 315 Form H SUBCONTRACTOR SOQ CERTIFICATION DECLARATION STATE OF COUNTY OF I, (printed name) , being first duly sworn, state that I am the (title) of the Subcontractor. I certify that I have read and understood the information contained in the Request for Qualifications issued by the Riverside County Transportation Authority for the Perris Valley Line Commuter Rail Extension Project and the attached Statement of Qualifications (SOQ), and that to the best of my knowledge and belief all information contained herein and submitted concurrently or in supplemental documents with this SOQ is complete, current, and true. I further acknowledge that any false, deceptive, or fraudulent statements in the SOQ will result in denial of pre - qualification status. (Signature) (Name Printed) ACKNOWLEDGMENT On this (date) before me, (name and title of officer) personally appeared, (name of signer above), who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Witness my hand and official seal. Notary Public in and for said County and State [Seal] My commission expires: Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project C-14 SOQ Form H 316 APPENDIX D: PRE -QUALIFICATION EVALUATION SCORING PROCEDURE & MATRICES Appendix D Pre -qualification Evaluation Scoring Procedure & Matrices Not all of the questions in the Pre -qualification Questionnaire (Appendix B) are "scorable;" some are strictly informational while others are based on a point system, as indicated in the questionnaire. This section explains the minimum scores required to pass, and the maximum points possible that a Subcontractor can score in each section. At the end of this section, a series of matrices are provided that further detail the minimum passing scores. SECTION CRITERIA SCORING I Essential Requirements for Qualification PASS/FAIL II Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding SCORABLE III OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record SCORABLE IV Completion of Recent Projects SCORABLE V Quality of Performance (relevant project examples and interview questions) SCORABLE (based upon interview results) Scores Needed for Pre -qualification To pre -qualify, a prospective Subcontractor must achieve a passing score within each of the four scorable areas of the pre - qualification questionnaire referenced above: • Section I, "Essential Requirements for Qualification," is strictly scored on a "pass/fail" basis. All answers must be scored as "pass" and all requested information must be submitted with the SOQ for this section to be determined to have a passing score. Failure on any one item will result in disqualification. • Section II, "Current Organization & Structure of the Business, History of the Business and Organizational Performance, Licenses, Disputes, Criminal Matters, and Bonding," requires a passing score of 58 out of a maximum score of 76. • Section III, "OSHA and Environmental Record, and Wage Laws & Apprenticeship Compliance Record," requires a passing score of 43 out of a maximum score of 58 points. • Section IV, "Completion of Recent Projects," consists of seven yes -or -no questions regarding very specific types of construction experience and requires a passing score of 25 out of a maximum score of 35. • Section V, "Quality of Performance," requires prospective Subcontractors to submit no more than 5 relevant project examples to demonstrate Subcontractor's relevant experience and satisfactory performance of work. . Information provided on these datasheets will be confirmed by RCTC through interviews with the project owners. Of the projects submitted, at least two projects must each achieve a score of 75 points or more in order for Subcontractor to pass this portion of the prequalification process (a minimum total passing score of 150 points). Project interviews that score less than 75 points will be eliminated. A maximum of 120 points can be earned per interview, with a maximum combined total score of 240 points over two projects. Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project D-1 Scoring Procedure and Matrices 318 The following matrices detail the scoring criteria required to pass each section of the Prequalification Questionnaire. MATRIX # SECTION SCORABLE QUESTIONS 1 2 3 4 5 6 Scoring Summary Section 1: Essential Requirements Section II: Part I - Current Organization & Structure of the Business Part 2 - History of the Business and Organizational Performance Part 3 — Licenses Part 4 — Disputes Part 5 — Criminal Matters Part 6 - Bonding Section III: Part 1 — OSHA and Environmental Record Part 2 — Wage Laws & Apprenticeship Compliance Recor Section IV: Completion of Recent Projects Section V: Quality of Performance — Interview Questions All 11 Pass/Fail or Disqualified Part 1 - Informational Part 2: 5-7 Part 3: 5 Part 4: 2-7 Part 5: 1-4 Part 6: 2,4 Part 1: 1-6 Part 2: 1-6 1-7 1-13 Riverside County Transportation Commission Track Subcontractor Request for Qualifications Perris Valley Line Commuter Rail Extension Project D-2 Scoring Procedure and Matrices 319 Subcontractor's Name: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Evaluation Matrix for Subcontractor Pre -Qualification Questionnaire (see Appendix B) Track Work Scoring Summary Minimum Maximum ACTUAL Scoring Areas Score Score Score Section I - Essential Requirements for Qualification Pass/Fail Pass/Fail Section 11 - Organization & Structure, History, Organizational Performance, Licenses, Disputes, Criminal Matters, Bonding 58 76 Section 111 - OSHA and Environmental Record, Wage Laws & Apprenticeship Compliance Record 43 58 Section IV- Completion of Recent Projects 25 35 Section V - Quality of Performance (relevant project examples and interview questions*) 150 240 NOTES projects. * 75 minimum/120 maximum per project. Total evaluation is based on scores on two Riverside County Transportation Authority Track Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project T-21) SOQ Scoring Summary Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -qualification Evaluation Matrix ( see Appendix B) Track Work Section I - Essential Requirements for Qualification Question Number Scoring Range Pass/Fail Comments Failure Score Passing Score Actual Score 1 No Yes Valid California Contractor's License 2 No Yes General Libality Insurance 3 No Yes Current Workmans' Compensation Insurance Policy 4 No Yes Audited financial statement - copies of last three years 5 No Yes Submittal only - Letter verifying credit 6 No Yes Submittal only - Dun & Bradstreet report 7 No Yes Submittal only - Notarized statement from an admitted surety company approved by California Dept. of Insurance 8 Yes No Appealable with explanation - Revoked license 9 Yes No Appealable with explanation - Surety completed work on Contractor's behalf 10 Yes No Ineligible to bid/award on any Public Works contract 11 Yes No Appealable with explanation - firm or owner convicted of a crime Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Tti Track Subcontractor Request for Proposal SOQ Section I Scoring Subcontractor: Construction Subcontractor Riverside County Transportation Commission of the Perris Valley Line Commuter Pre -qualification Evaluation Matrix Track Work Rail Extension Project (see Appendix B) Section II - Part 2: History of the Business & Org. Performance Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 5 0 5 6 0 3 7 0 3 Section II - Part 3: Licenses 5 0 5 Section II - Part 4: Disputes 2 0 5 3 0 5 4 0 5 5 0 5 6 -5 5 7 0 5 Section II - Part 5: Criminal Matters 1 -5 5 2 -5 5 3 -5 5 4 -5 5 Section II - Part 6: Bonding 2 0 5 4 0 5 Total Minimum Passing Score 58 76 Riverside County Transportation Commission Perris Valley Line Commuter Rail Extension Project Track Subcontractor Request for Proposal SOQ Section II Scoring Subcontractor: Riverside County Transportation Construction of the Perris Valley Line Subcontractor Pre -qualification Evaluation Track Commission Commuter Rail Extension Project Matrix (see Appendix B) Work Environmental Record Section III - Part I OSHA and Question Number Scoring Range Actual Score Minimum Possible Score Highest Possible Score 1 0 5 2 0 5 3 0 5 4 0 3 5 0 5 6 0 5 ection III - Part 2: Wage Laws 0 & Apprenticeship 5 Compliance Record 1 2 0 5 3 0 5 4 0 5 5 0 5 6 0 5 Total Minimum Passing Score 43 58 — Riverside County Transportation Commission Track Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project T-23 SOQ Section I I I Scoring Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -Qualification Evaluation Matrix (see Appendix B) Track Work Section IV - Completion of Recent Projects Question Number Scoring Range Total Actual Score Minimum Possible Score Highest Possible Score 1 0 5 2 0 5 3 0 5 4 0 5 5 0 5 6 0 5 7 0 5 Total Minimum Passing Score 25 35 NOTES than 25 points disqualifies the Specialty Subcontractor An actual score of less Riverside County Transportation Commission Subcontractor Request for Proposal Perris Valley Line Commuter Rail Extension Project X2'4 Section IV Scoring Subcontractor: Riverside County Transportation Commission Construction of the Perris Valley Line Commuter Rail Extension Project Subcontractor Pre -qualification Evaluation Matrix (see Appendix B) Track Work •. • -r• . -r - •� Question Number Scoring Range Total Actual Score Minimum Possible Score (1) Highest Possible Score (1) Actual Score Project Number 1 2 3 4 5 1 -5 0 2 0 10 3 0 10 4 0 10 5 0 10 _ 6 0 10 7 0 10 8 0 10 9 0 10 10 0 10 11 0 10 12 0 10 13 0 10 Total Minimum Passing Score 75 120 Notes: with evaluation based on the combined total of two projects than 150 points disqualifies the Subcontractor or more but less than 240 indicates that the RCTC may want to conduct additional interview(s). Scores are "per project" An actual score of less An actual score of 150 Riverside County Transportation Commission Perris Valley Linle Commuter Rail Extension Project Track Subcontractor Request for Qualifications SOQ Section V Scoring AGENDA ITEM 9 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Edda Rosso, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement with Bechtel Infrastructure Corporation for Program Management Services for Perris Valley Line Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 12-33-103-00 with Bechtel Infrastructure Corporation (Bechtel) for program management services for the Perris Valley Line (PVL) commuter rail extension project in the amount of $2,327,146, plus a contingency of $172,854, for a total amount not to exceed $2.5 million; 2) Authorize the Chair or Executive Director, 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: Project Status Final design for the PVL is underway and nearing completion. The Commission certified the California Environmental Quality Act Environmental Impact Report for the PVL on July 25, 2011. The National Environmental Protection Act Final Supplemental Environmental Assessment was approved, and a finding of no significant impact was issued on May 24, 2012. Award of the construction contract is contingent on the Federal Transit Administration's (FTA) approval of the project construction grant agreement. Agenda Item 9 326 Background Program management services for the Commission and its capital projects have been provided by Bechtel for several years, primarily through the annual recurring contracts process. These program management services have been funded with local funds. FTA has recently required that, for projects funded under the Small Starts grant program, all contracts related to the PVL — even those contracts that are not federally funded or that are included as a local match — must be competitively procured in accordance with federal requirements. These requirements include insertion of specified federal provisions into the solicitation documents and/or the resulting agreement such as the following: • No federal government obligations to third -parties by use of a disclaimer; • Program fraud and false or fraudulent statements and related acts; • Access to records by FTA and the Department of Transportation Administrator; • Federal changes, including compliance with applicable federal requirements, policies, and regulations, as the same may be amended; • Civil rights requirements, including compliance with non-discrimination laws prohibiting discrimination on the basis of age, disability, race, color, creed, national origin, or sex; • Termination provisions, including a right of the Commission to terminate the agreement for convenience; • Non -debarment and suspension certification; • Provisions for resolution of disputes, breaches, or other litigation in compliance with FTA requirements; • Disclosure of lobbying activity requirements and prohibition on use of federal funds for lobbying activities; • Requirement to comply with clean air regulations; • Requirement to comply with clean water regulations; • Requirement to comply with energy conservation regulations; • Conformance with National ITS Architecture; • Additional federal requirement, as applicable; • Release of retainage provisions; • Incorporation of FTA terms, including applicable provisions of FTA Circular 4220.1F; and • Contract work hours and Safety Standards Act. Agenda Item 9 327 This FTA requirement is specific to the PVL project. To comply with the requirement and in order to maintain the project schedule, staff conducted a competitively negotiated full and open procurement for program management services for the PVL project. The services requested in the procurement include program management and contract formation and administrative activities associated with the engineering, environmental clearance, final design, right of way acquisition and construction for the PVL project. The Commission will enter into an agreement with the selected consultant, and the agreement shall include the required federal provisions consistent with FTA requirements. Selection Process A request for qualifications (RFQ) for program management services for the PVL project was released by staff, posted on the Commission's website, and advertised on June 19, 2012, in the local newspaper and via postcards that were mailed, with consultant statement of qualifications (SOQ) due July 11, 2012. Requests for clarification were due July 2, 2012, and staff responded to all questions submitted. Questions were submitted by three firms not included in the postcard mailing; one of the firms represented a "construction industry search engine." Additionally, one firm included in the postcard mailing requested a conflict of interest determination due to its prior and existing participation on the design phase of the PVL project, and a finding was made that the firm's participation creates a potential, actual, or perceived conflict of interest. The Commission received one SOQ from Bechtel, and one firm included in the postcard mailing submitted a letter prior to the SOQ deadline indicating that it would not submit an SOQ due to its "current client commitments and project workload". The SOQ submitted by Bechtel was determined by staff to be a responsive and responsible submittal. An evaluation committee comprised of Commission and Southern California Regional Rail Authority staff was appointed to review and score the Bechtel SOQ. Based on the committee's evaluation of Bechtel's written SOQ submittal, it determined Bechtel to be a qualified firm under the terms of the RFQ. The evaluation committee did not conduct an interview after scoring the written SOQ, as it was deemed unnecessary because sufficient qualification had been demonstrated in Bechtel's SOQ and based on its prior performance for the Commission. Subsequently, staff negotiated the scope (including the appropriate level of effort, labor categories/mix, etc.), cost, and schedule proposal with Bechtel for the project services and established a fair and reasonable price. A pre -award audit of Bechtel, including overhead rates and accounting systems, is being conducted by a certified public accounting firm retained by the Commission. Agenda Item 9 328 According to the FTA Circular 4220.1F, upon receiving a single bid or a single proposal in response to a solicitation, the recipient should determine if competition was adequate. This includes a review of the specifications for undue restrictiveness and might include a survey of potential sources that chose not to submit a bid or proposal. FTA acknowledges competition to be adequate when reasons for few responses were caused by conditions beyond the recipient's control. For example, a potential proposer had other business priorities and chose not to submit for business reasons. In support of the RFQ and to encourage competition, the RFQ was advertised using postcards that were mailed to 259 potential vendors who have previously expressed an interest in providing similar services. Fifty-seven postcards were returned as they were undeliverable to the addressee or at the address indicated. Of the 202 remaining firms on the mailing list that did not submit a SOQ, staff reached out to a sample of firms to determine why these firms did not submit a SOQ. Eight firms responded, citing the following reasons for not submitting a SOQ: • Lack of resources to bid on the requested level of services and type of project; • Lack of transit experience; • More likely to serve as a subcontractor rather than as a prime contractor; • Unaware of the procurement; • Selective as to opportunities pursued and this opportunity was currently not a good fit; • Primarily pursue highway projects; • Preference to pursue design -related opportunities rather than construction - related; and • Self -assessment that a competitive SOQ could not be prepared. Staff reviewed the solicitation requirements and concluded that the requirements contained in the RFQ are reasonable and necessary in order to ensure timely, efficient, and reliable implementation of the PVL project by the selected program management consultant. Based on the facts above and after reconsideration of the specifications contained in the RFQ, staff determined that the scope of work and other terms and conditions were not unnecessarily or excessively restrictive, that an adequate opportunity to compete was provided, that the RFQ was sufficiently advertised, that the solicitation was in compliance with FTA requirements, and that factors other than the solicitation were responsible for additional firms not submitting a SOQ. Agenda Item 9 329 Recommendation Staff recommends award of Agreement No. 12-33-103-00 to Bechtel to perform program management services for the PVL project based on the final scope and cost included with the attachment, in the amount of $2,327,146, plus a contingency amount of $172,846 for unanticipated changes, for a total amount not to exceed $2.5 million. Financial Information In Fiscal Year Budget: Yes N/A Year: 2012/13 2013/14+ Amount: $1,142,500 $1,357,500 Source of Funds: 1989 Measure A Western County Rail Capital Budget Adjustment: No N/A GL/Project Accounting No.: 0038XX 81001 221 33 81001 Fiscal Procedures Approved: \yi Date: 08/16/12 Attachment: Draft Agreement No. 12-33-103-00 Agenda Item 9 330 AGREEMENT NO. 12-33-103-00 BY AND BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND BECHTEL INFRASTRUCTURE CORPORATION FOR PROGRAM MANAGEMENT SERVICES FOR THE PERRIS VALLEY LINE PROJECT 17336.02300\7552576.2 TABLE OF CONTENTS ARTICLE NO. TITLE PAGE 1. PARTIES AND DATES 1 2. RECITALS 1 3. TERMS 1 3.1 General Description of Services 1 3.2 Commencement of Services 1 3.3 Commission's Representative 2 3.4 Consultant's Representative 2 3.5 Substitution of Key Personnel 2 3.6 Preliminary Review of Work 2 3.7 Bid Packages 2 3.8 Hazardous Materials 3 3.9 Appearance at Hearings 3 3.10 Responsibility of Consultant 3 3.11 Inspection of Work 3 3.12 Final Acceptance 3 3.13 Term 4 3.14 Termination/Cancellation 4 3.15 Revisions in Scope of Services 6 3.16 Ownership of Materials/Confidentiality 6 3.17 Consultant Status/Subconsultants 8 3.18 Indemnification 9 3.19 Insurance 10 3.20 Prohibited Interest 12 3.21 Equal Opportunity 12 3.22 Notification 13 3.23 Audit of Books and Records 13 3.24 Entire Agreement 14 3.25 Governing Law 14 3.26 Attorneys' Fees 14 3.27 Schedule, Progress, and Reporting 14 3.28 Compensation and Payment 15 3.31 Laws and Regulations 16 3.32 Incorporation of Exhibits 16 3.33 Incorporation of Recitals 17 3.34 Survival 17 3.35 No Third Party Beneficiaries 17 3.36 Labor Certification 17 i 17336.02300\7552576.2 3.37 Counterparts 17 3.38 Severability 17 3.39 Interpretation 17 3.40 Subpoenas or Court Orders 17 3.41 Provisions When Federal Transit Administration Are Involved 18 3.42 Covenant Against Contingent Fees 18 3.43 Covenant Against Expenditure of Local Agency, State or Federal Funds for Lobbying 18 ii 17336.02300\7552576.2 EXHIBITS "A" - SCOPE OF SERVICES "B" - SCHEDULE OF THE SERVICES "C" - COMPENSATION AND PAYMENT A-1 B-1 C-1 "D" - FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS D-1 "E" - DISCLOSURE OF LOBBYING ACTIVITIES E-1 17336.02300\7552576.2 AGREEMENT NO. 12-33-103-00 1. PARTIES AND DATE This Agreement is made and entered into as of , 2012, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and BECHTEL INFRASTRUCTURE CORPORATION ("Consultant"). 2. RECITALS 2.1 On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent ('/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 the continued funding of transportation and improvements within the County of Riverside. 2.4 As part of implementing the Plan, the Commission intends to implement the Perris Valley Line Project in Riverside County (the "Project"). 2.5 The Commission desires to engage the services of a professional consulting firm to support the Commission with implementing the Project through the provision of program management support services. Consultant represents that it possesses the professional qualifications and expertise to provide the services called for herein. 3. TERMS 3.1 General Description of Services. The Consultant shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise, except as otherwise provided for herein, to fully and adequately perform the tasks (the "Program Management Services") set forth in Exhibit "A" attached hereto (the "Scope of Services"), so as to fully and adequately complete the Project. Consultant will also provide overall coordination and administration for the construction services provided by others, under separate contracts with the Commission for construction identified in Exhibit "A". Consultant shall perform its Services, in part, based upon information furnished to it by the Commission and Consultant shall be entitled to rely on such information. 3.2 Commencement of Services. The Commission authorizes the Consultant to commence performance of the Services as of the date first set forth above. 1 17336.02300\7552576.2 335 3.3 Commission's Representative. The Commission appoints the Commission's Executive Director as the Commission's Representative. The Consultant shall work closely and cooperate fully with the Commission's Representative and any other agencies which may have jurisdiction over or an interest in the Services. The Commission's Representative shall be the principal officer of Commission for liaison, and shall review and give his approval to the details of the work as it progresses. 3.4 Consultant's Representative. Consultant hereby designates George Morschauser as Consultant's Representative to Commission. The Consultant represents that Consultant's Representative shall have the authority to make decisions on behalf of the Consultant and shall work with the Commission to coordinate all phases of the Services. The Consultant's Representative shall be available to the Commission's Representative at all reasonable times. Any substitution in the Consultant's Representative shall be approved by the Commission's Representative in writing. 3.5 Substitution of Key Personnel. The Consultant has represented to the Commission that certain key personnel will perform the Services and if one or more of such personnel should become unavailable, the Consultant may substitute other personnel of at least equal competence only after prior written approval by the Commission's Representative has been secured. In the event that the Commission and the Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause. The key personnel for performance of this Agreement are: George Nomura, Principal -in -Charge; Richard Bryan, Rail Project Manager; Benjamin Beasley, Sr. Engineering Coordinator; Nisa Hester, Design/Construction Coordinator and Stephen Bennett, Construction Manager. 3.6 Preliminary Review of Work. Where the Consultant is required to prepare and submit reports, working papers, etc. as products of the work described in the Scope of Services these shall be submitted in draft form, and the Commission shall have the opportunity to require revisions prior to formal submission. In the event that the Commission's Representative determines, in his sole discretion, that the initial work product is wholly inadequate, the Commission's Representative may require the Consultant to revise and resubmit the work at no cost to the Commission. 3.7 Bid Packages. Commission and Consultant will cooperate in developing the general terms and conditions, including warranties, to be incorporated into all bid packages, contracts, and purchase orders entered into by Commission for the various construction projects, provided that Commission shall retain the sole authority regarding the final content of all bid packages, contracts and purchase orders. Commission agrees that all indemnity, all release, and all hold -harmless agreements contained in the construction contracts and purchase orders whereby the contractor or supplier agrees to indemnify, release or hold Commission harmless shall extend like protection to Consultant. In all construction contracts with general contractors entered into by Commission relating to the Projects, Commission shall allow Consultant, in its role as Program Manager under this Agreement, to include a provision in the contracts naming 2 17336.02300\7552576.2 336 Consultant as additional insured in all insurance policies (except Workers' Compensation) required pursuant to such contracts and that a waiver of subrogation be extended in favor of Consultant in any Builder's Risk Policies covering the Projects required pursuant to such contracts. 3.8 Hazardous Materials. As part of the Services, Consultant shall not be responsible or liable for preexisting hazardous or toxic materials or substances or the identification, treatment, storage, transport, remediation or disposal of such materials or substances located at, on, under or near the Project sites which shall be the sole responsibility and liability of Commission. Although Consultant shall have no obligation as part of the Services to detect hazardous materials or hazardous wastes, in the event Consultant encounters material or substances which Consultant suspects are toxic or hazardous, Consultant shall stop the affected portion of the work, secure the area, and promptly notify Commission. Commission shall be solely responsible for further investigation, assessment, sampling and analysis, and any required permitting, treatment, storage, transport, remediation, or disposal with respect thereto. 3.9 Appearance at Hearings. If and when required by the Commission, the Consultant shall render assistance at hearings as may be necessary for the performance of the Services. 3.10 Responsibility of Consultant. The Consultant shall be responsible for the professional quality, technical accuracy and the coordination of the Services. As the Commission's authorized representative, Consultant will act on behalf of and for the account of the Commission in the performance of the Construction Management Services for the Projects. The Commission's review, acceptance, or payment for any work product prepared by the Consultant under this Agreement shall not be construed to operate as a waiver of any of their rights under the Agreement, or of any cause of action arising out of the performance of the Agreement, and the Consultant shall be and remain liable to the Commission in accordance with the terms of this Agreement for all damages to the Commission caused by the Consultant's negligent performance of any of the Services. 3.11 Inspection of Work. It is understood that authorized representatives of the Commission may inspect or review the Consultant's work in progress at any reasonable time. 3.12 Final Acceptance. When the Commission determines that the Consultant has satisfactorily completed all or any portion of the Services, the Commission shall give the Consultant a written Notice of Final Acceptance, and the Consultant shall not incur any further costs hereunder unless so specified in the Notice of Final Acceptance. The Consultant may request a Notice of Final Acceptance determination when, in its opinion, it has satisfactorily completed all or any portion of the work required under the Scope of Services. In the event the Commission does not respond to Consultant's Notice of Final Acceptance within thirty (30) days after receipt of said notice, the Services included in said notice shall be deemed complete and accepted by the Commission. 3 17336.02300\7552576.2 337 3.13 Term. 3.13.1 The term of this Agreement shall be a period of thirty one (31) months from the date of execution of this Agreement or the date the first Notice to Proceed was issued by the Commission, whichever occurred first, to March 30, 2015, unless this Agreement is terminated at an earlier time pursuant to Section 3.14. 3.13.2 Consultant shall make a good faith effort to provide Commission with no less than two years advance notice of a determination by Consultant to discontinue provision of the Services ("Advanced Notice"). 3.13.3 Following the provision of Advanced Notice to the Commission, Consultant shall, if requested by the Commission, work cooperatively with the Commission to assist it in retaining a new project management firm and in transitioning the Services provided by Consultant to such new firm. 3.13.4 If, notwithstanding an offer by Commission to amend this Agreement to provide additional funding or to enter into a new agreement with Consultant in substantially the same form as this Agreement and providing substantially the same compensation and payment terms as provided in Exhibit "C" of this Agreement and commercially reasonable under the then current market conditions, Consultant determines not to continue provision of the Services, Consultant and any affiliate or subsidiary of Consultant shall not, for a period of one (1) year following termination of this Agreement, submit a bid or proposal or otherwise compete for work on any project of Commission either as a consultant or subconsultant. This Section 3.13.4 shall survive the termination or expiration of this Agreement. 3.14 Termination/Cancellation 3.14.1 Notice. The Commission may, by written notice to the Consultant, terminate this Agreement in whole or in part at any time, whether for the Commission's convenience or because of the failure of the Consultant to perform its duties and obligations under this Agreement including, but not limited to, the failure of the Consultant to perform the Services in a timely manner in compliance with the Schedule of Services described in Section 3.27 of this Agreement. Upon receipt of such notice, the Consultant shall: 3.14.1.1 Discontinue all services affected within seven (7) days of receipt of the notice (unless the notice directs otherwise), and; 3.14.1.2 Deliver to the Commission all data, estimates, graphs, summaries, reports, and such other information and materials as may have been prepared or accumulated by the Consultant in performing this Agreement, whether completed or in progress. 4 17336.02300\7552576.2 338 3.14.2 Effect of Termination For Convenience. If the termination is for the convenience of the Commission, the Consultant shall be paid for Services performed through the date of termination, plus negotiated reasonable costs associated with the termination. Such payment shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed services. The Consultant shall be responsible for providing documentation deemed adequate by the Commission's Representative to show the services actually completed by Consultant prior to the date of termination. Following such termination, the Commission may take over the work and complete it with its own forces or by contract. 3.14.3 Effect of Termination for Cause; Damages. The Commission shall notify Consultant, in writing, if it determines that Consultant is not discharging its duties and obligations under this Agreement. Said notice to Consultant shall include specific deficiencies, omissions, or other instances of nonperformance. In the event that Consultant does not cure the reported deficiencies within a reasonable time, Commission shall thereupon have the right to terminate this Agreement. If the termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, the Consultant shall be compensated for those Services which have been completed and accepted by the Commission. In such case, the Commission may take over the work and prosecute the same to completion by contract or otherwise. In such case, Consultant shall be entitled to receive the compensation due for services rendered up to the date of notification of termination and reimbursement for demobilization costs, less any negotiated reasonable costs to Commission caused by Consultant's default. The termination for cause of this Agreement may be considered by the Commission in determining whether to enter into subsequent agreements with the Consultant. 3.14.4 Procedure Upon Termination for Cause. Within seven (7) days of receiving written notice from the Commission's Representative as provided in Section 3.14.1, the Consultant shall suspend all work on the Services and shall perform no additional work under this Agreement. Following suspension of Services, the Commission may arrange for a meeting with the Consultant to determine what steps, if any, the Consultant can take to adequately fulfill its requirements under this Agreement. In its sole discretion, the Commission's Representative may propose an adjustment to the terms and conditions of the Agreement, including the contract price, which if accepted by the Consultant shall become binding on the Consultant and shall be performed as part of this Agreement. If the Commission and the Consultant cannot resolve the dispute, the Commission may terminate this Agreement within thirty (30) days of the date the notice to suspend service pursuant to Section 3.14.1 was mailed. 3.14.5 Cumulative Remedies. The rights and remedies of the parties provided in this Section 3.14 are in addition to any other rights and remedies provided by law or under this Agreement. 5 17336.02300\7552576.2 339 3.14.6 Waivers. The Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages in the event of termination for convenience or cause as provided in this Section 3.14. 3.15 Revisions in Scope of Services 3.15.1 Extra Work. At any time during the term of this Agreement, the Commission may request the Consultant to perform Extra Work. As used herein, "Extra Work" means any work which is determined by the Commission to be necessary for proper completion of the Projects, but which the parties did not reasonably anticipate would be necessary and which is not included in the Scope of Services. The Consultant shall not perform Extra Work until receiving written authorization from the Commission's Representative. 3.15.2 Contract Amendment. In the event that the parties determine that the Scope of Services must be altered by a means other than that described in Section 3.15.1, the parties may execute a contract amendment to add or delete work within the Scope of Services or amend any other provision of this Agreement. All contract amendments must be signed by the original signatories to this Agreement, or their successors or designees. 3.16 Ownership of Materials/Confidentiality 3.16.1 Documents. All data prepared by the Consultant under this Agreement, such as plans, drawings, tracings, quantities, specifications, proposals, sketches, magnetic media, diagrams and calculations, relative to this Agreement shall become the property of the Commission, as appropriate, upon the completion of the term of this Agreement, except that the Consultant shall have the right to retain copies of all such data for its records. The Commission shall not be limited in any way in their use of such data at any time, provided that any such use not within the purposes of this Agreement shall be at the Commission's sole risk, and provided that the Consultant shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended in this Agreement. 3.16.2 Confidentiality. All ideas, memoranda, specifications, plans, manufacturing procedures, drawings, descriptions, and all other written information submitted to the Consultant in connection with the performance of this Agreement shall be held confidential by the Consultant and shall not, without the prior written consent of the Commission, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the Services or the Project. Nothing furnished to the Consultant which is otherwise known to the Consultant, or is or becomes generally known to the related industry, shall be deemed confidential. The Consultant shall not use the Commission's name or insignia, photographs of the 6 17336.02300\7552576.2 340 Project, or any other publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, or other medium without the prior written consent of the Commission. Consultant's duty of confidentiality pursuant to this Agreement shall not apply to information within any one of the following categories or any combination thereof: a) Information in the public domain. b) Information in Consultant's possession prior to receipt from the Commission. c) Information received by Consultant from a third party having no obligations of confidentiality with respect thereto. Consultant may disclose confidential information to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the confidential information required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Commission's confidential information for such reason (including but not limited to any confidential information maintained by Consultant as part of Consultant's Document Management Support Services as set out in Exhibit E), Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the confidential information required to be disclosed or to assure the confidential treatment of the information following disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. In addition, should Consultant receive a request from a third party to disclose confidential communications related to the Commission, other than as set forth above, the Commission shall be given written notice of the request by the Consultant within a reasonable time following the request (not to exceed seven (7) days). Consultant's obligation of confidentiality shall continue for a period of five (5) years from the Final Acceptance of the Services under this Agreement. 3.16.3 Publication. No copies, sketches or graphs, including graphic art work, which are prepared pursuant to this Agreement, shall be released by the Consultant to any other person or agency except after prior written approval of the Commission, except as necessary for the performance of the Services. All press releases, including graphic display information to be published in newspapers, magazines, etc., shall be handled only by the Commission unless otherwise agreed to in writing by the Commission. 7 17336.02300\7552576.2 341 3.17 Consultant Status/Subconsultants 3.17.1 Independent Contractor. The Commission retains the Consultant on an independent contractor basis and the Consultant is not an employee, agent or representative of the Commission. The personnel performing the Services on behalf of the Consultant shall at all times be under the Consultant's exclusive direction and control. The Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law, and shall be responsible for all reports and obligations respecting them, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, and workers' compensation insurance. 3.17.1.1 Attorney Client Privilege. Given the nature of the work done by Consultant for the Commission, it may become necessary for the Consultant to participate in confidential communications between and among the Commission and its attorneys. To the extent that (i) the Consultant is a party to any such confidential communications, and (ii) a third party seeks discovery of such communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant communications. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose the confidential communication except as set out in Section 3.16.2 above. This Section is intended to maintain the privilege in any otherwise privileged communications that are (1) between and among Commission, Consultant, and Commission's attorneys; (2) between Consultant (on behalf of the Commission) and Commission's attorneys; (3) communications that occur in Closed Session meetings wherein Consultant is present; and (4) between Commission and Consultant wherein the substance of the confidential attorney client communication is conveyed to/from the Consultant. 3.17.2 Assignment or Transfer. Services to be furnished hereunder shall be deemed to be professional services and, except as herein provided, the Consultant has neither the right nor the power to assign, sublet, transfer or otherwise substitute its interest in this Agreement or its obligations hereunder without the prior written consent of the Commission. Consultant may subcontract or assign its Services in whole or in part to its related entities without the prior approval of the Commission. Consultant hereby guarantees to the Commission compliance by such related entities with the responsibilities and liabilities herein assumed by Consultant, provided that the limitations on Consultant's liabilities set forth in this Agreement constitute the aggregate limit of liability of Consultant and its related entities to the Commission and the Commission agrees to hold only Consultant responsible for any failure to so comply. Consultant agrees that the Commission will incur no duplication of costs as a result of any such subcontract or assignment. 8 17336.02300\7552576.2 342 3.17.3 Prevailing Wages. The Consultant is alerted to the requirements of California Labor Code Section 1770 et seq. and agrees to defend, indemnify, and hold harmless the Commission and its officers, employees, consultants, and agents from any claim or liability including, without limitation, attorneys' fees, arising from any failure or alleged failure to comply with California Labor Code Section 1770 et seq. 3.18 Indemnification 3.18.1 Duties. The Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services, and its duties and obligations, as contained herein, required to fully and adequately complete the Projects. The Commission expressly relies upon the Consultant's representations regarding its skills and knowledge. The 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. 3.18.2 Responsibilities. Consultant shall indemnify and hold the Commission, its directors, officials, officers, agents, consultants and employees (collectively, "Indemnitee") 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 Consultant, its officials, officers, and employees arising out of or in connection with the performance of the Services, or this Agreement ("Triggering Event"), including without limitation, the payment of reasonable 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 Indemnitee as a result of a Triggering Event. Indemnitee, at its sole discretion, may choose to conduct such a defense with respect to a Triggering Event and Consultant shall fully cooperate with Indemnitee if Indemnitee so chooses; provided, however, that Consultant shall not be obligated to cooperate with Indemnitee in the event that it would prejudice Consultant's own defense in the matter. Consultant shall be solely responsible for the cost of such defense, including all reasonable expenditures and attorneys' fees, of any such claims, demands, costs or liability, even if Indemnitee conducts the defense itself, and regardless of Consultant's ultimate responsibility for the claims, demands, costs or liability; provided that the defense was attributable to a Triggering Event. Consultant shall pay and satisfy any such judgment, award or decree that may be rendered against the Indemnitee in any such suit, action or other legal proceeding with respect to a Triggering Event. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Indemnitee. 9 17336.02300\7552576.2 343 3.18.3 Opportunity to Cure. Consultant agrees to remedy at its expense any professional services which are deficient because of Consultant's failure to perform said Services in accordance with the standards imposed by law upon professional Consultants performing services of a similar nature. Said deficiencies must be reported in writing to Consultant within thirty (30) days after the discovery thereof, but in no event later than one (1) year from the completion of the Services. 3.18.4 Consultant's liability to Commission from any cause or combination of causes arising out of, or in connection with this Agreement, shall not exceed, in the aggregate, the greater of (i) the total Compensation actually received by Consultant under this Agreement, or (ii) Two Million Dollars ($2,000,000). The Commission releases Consultant from any liability in excess thereof. 3.18.6 Except as otherwise provided in Section 3.18.3, above, Consultant's liability to the Commission in connection with the performance of this Agreement shall terminate upon the completion of the Services pursuant to Section 3.10. For the avoidance of doubt, this provision does not affect the indemnity obligations under this Agreement. 3.18.7 Under no circumstances shall Consultant be liable to the Commission for any consequential or incidental damages including, but not limited to, loss of use or loss of revenue. 3.18.5 The releases from liability and limitations on liability expressed in this Agreement shall apply even in the event of the fault, negligence, strict liability, or otherwise, of the party released or whose liability is limited and shall extend to the related entities of such party and its and their directors, officers and employees. 3.19 Insurance. The Consultant shall obtain and shall require its Subconsultants to obtain insurance of the types and in the amounts described below and satisfactory to the Commission's Representative. 3.19.1 Commercial General Liability Insurance. The Consultant shall maintain occurrence version commercial general liability insurance or equivalent form with a limit of not less than $2,000,000 per occurrence to cover its acts or omissions in the performance of the Program Management Services. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. The Consultant shall maintain occurrence version commercial general liability insurance or equivalent form with a limit of not less than $5,000,000 per occurrence and in the aggregate specifically to cover its acts or omissions in the performance of the Construction Management Services. The Consultant shall 10 17336.02300\7552576.2 344 ensure that all Services identified in Section 2.0 of Exhibit "A" under the heading "Construction Management" are covered under the insurance described in this paragraph. The insurance described in this Section 3.19.1 shall: 3.19.1.1 Name the Commission, its officials, officers, employees, agents, and consultants as insured with respect to performance of Services. The coverage shall contain no special limitations on the scope of its protection afforded to the above listed insured; 3.19.1.2 Be primary with respect to any insurance or self insurance programs covering the Commission, its officials, officers, employees, agents, and consultants; and 3.19.1.3 Contain standard separation of insured provisions. 3.19.2 Business Automobile Liability Insurance. The Consultant shall maintain business automobile liability insurance or equivalent form with a limit of not less than $1,000,000 each accident. Such insurance shall include coverage for owned, hired and non -owned automobiles. 3.19.3 Workers' Compensation Insurance. The Consultant shall maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000 each accident. 3.19.4 Other Insurance Requirements. The Consultant shall: 3.19.4.1 Prior to commencement of Services, furnish the Commission with properly executed certificates of insurance which shall clearly evidence all insurance required in this Section 3.19 and provide that such insurance shall not be canceled, allowed to expire or be materially reduced in coverage except on thirty (30) days' prior written notice to the Commission. 3.19.4.2 Provide certified copies of endorsements and policies if requested by the Commission in lieu of or in addition to certificates of insurance. 3.19.4.3 Replace certificates, policies and endorsements for any such insurance expiring prior to completion of Services. 3.19.4.4 Maintain such insurance from the time Services commence until Services are completed, except as is extended in Section 3.19.3. 11 17336.02300\7552576.2 345 3.19.4.5 Place such insurance with insurers having A.M. Best Company ratings of no less than A:VIII and licensed to do business in California. 3.19.5 Builder's Risk. The Commission's contract with its general contractor for each project is to require such contractor to obtain a Builder's Risk or Course of Construction Insurance, insuring on an "All Risks" basis with a limit of not less than the full insurable replacement cost of the project subject to deductible amounts as selected by Commission, and covering the project and all materials and equipment to be incorporated therein, including property in transit or elsewhere and insuring the interests of Commission, Consultant and its related entities, contractors and subcontractors of all tiers. The construction contract shall require that such insurance be primary, and shall include coverage for physical damage resulting from the Services and shall include an insurer's waiver of subrogation or right of recourse in favor of each party insured thereunder. Furthermore, the construction contract shall require that such insurance shall remain in effect until the applicable project is completed and accepted by the Commission. The Consultant, in its role as Program Manager, shall ensure that the requirements of this Section are met. 3.20 Prohibited Interest 3.20.1 Solicitation. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 3.20.2 Conflict of Interest. The Consultant represents and covenants that for the term of this Agreement no member, officer or employee of the Commission during his/her employment with the Commission shall have any direct interest in this Agreement, or any direct or material benefit arising therefrom. 3.20.3 Conflict of Employment. Employment by the Consultant of personnel on the payroll of the Commission will not be permitted in the performance of this Agreement, even though such employment may be outside of the employee's regular working hours or on weekends, holidays or vacation time. 3.21 Equal Opportunity. In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, religion, color, sex or national origin. The Consultant shall take affirmative steps to insure that applicants are employed and that employees are treated 12 17336.02300\7552576.2 346 during their employment without regard to their race, religion, color, sex or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination. 3.22 Notification. All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Consultant: Bechtel Infrastructure Corporation 12011 Sunset Hills Road Suite 110, Mail Stop: RO1.09.B Reston, VA 20190 Attn: George Morschauser, President Commission: Riverside County Transportation Commission 4080 Lemon Street, Third Floor P.O. Box 12008 Riverside, CA 92502-2208 Attn: Anne Mayer, Executive Director 3.23 Audit of Books and Records. The Consultant shall make available to the Commission, its authorized agents, officers and employees for examination any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the Commission, and shall furnish to the Commission, its agents and employees, such other evidence or information as they may require with respect to any such expense or disbursement charged by the Consultant. As required in connection with federal funding, 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 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 least three (3) years following termination of this Agreement. Following final settlement of the contract accounts with the Federal Transit Administration under this Agreement, such records and documents may be microfilmed at the option of the Commission, but in any event shall be retained for said three (3) year period after processing of the final voucher by the Federal Transit Administration. 13 17336.02300\7552576.2 347 3.24 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes any previous agreements or understandings. 3.25 Governing Law. This Agreement shall be governed by the laws of the State of California. 3.26 Attorneys' Fees. If either party commences an action against the other party 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 costs of suit. 3.27 Schedule, Progress, and Reporting 3.27.1 Schedule of Services. The Consultant shall perform the Services in accordance with the Schedule of Services set forth in Exhibit B, attached hereto. The Cornmission agrees to respond to the Consultant's submittals in a timely manner to facilitate the Consultant's conformance with the Schedule. 3.27.2 Detailed Schedule. Upon request of the Commission's Representative, the Consultant shall furnish to the Commission a detailed schedule for performing the Services to meet the Schedule of Services. 3.27.3 Modification of the Schedule. The Consultant shall report in a timely manner, through correspondence or progress reports, whenever it appears the approved schedules will not be met, whether or not the reasons for anticipated delay are within the Consultant's control. In the event that the Consultant determines that a schedule modification is necessary, the Consultant shall submit a revised Schedule of Services for approval by the Commission's Representative. 3.27.4 Trend Meetings. The Consultant shall conduct trend meetings with the designated Program Manager of the Commission on a monthly basis, with such meetings scheduled at a standard day and time. Trend meetings will encompass focused and informal discussions concerning scope, schedule, work progress, and cost issues in a rolling format: current month activities and accomplishments; next month objectives. The Consultant shall be responsible for the following trend meeting activities: a) Preparation and distribution of meeting agendas to be received by the Commission prior to the meeting; b) Preparation and distribution of trend meeting minutes following meeting; c) Preparation and maintenance of an Action Item Register acceptable to the Commission. 14 17336.02300\7552576.2 348 3.27.5 Progress Reports. As part of its monthly invoice the Consultant shall submit a progress report in a form determined by the Commission which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by the Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 3.27.6 Excusable Delays. The Consultant shall not be considered in default in the performance of its duties and obligations with respect to schedule performance to the extent that the performance of any obligation is prevented or delayed by an excusable delay. Excusable delays include acts of God or of the public enemy; acts or failures to act of other agencies or the Commission, in either their sovereign or contractual capacities; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes, and unusually severe weather. In every case, the failure to perform must be reasonably beyond the control and not due to the fault or negligence of, the Consultant. 3.27.7 Extension of Time. If the Consultant believes it is entitled to an extension of time due to an Excusable Delay, as defined in Section 3.27.6, the Consultant shall provide written notice to the Commission within seven (7) working days after the Consultant knows or reasonably should have known that the Consultant's performance hereunder will be delayed due to an Excusable Delay. Failure of the Consultant to notify the Commission within seven (7) working days shall constitute a waiver by the Consultant of any right to an extension of time. Should the Consultant's services be delayed by any mutually agreed upon Excusable Delay, the Consultant's schedule for completion of the tasks affected by such delay shall be extended as determined to be necessary by the Commission. Upon the granting of an extension, the Consultant shall take all reasonable steps to minimize the delay in completion or additional cost to the Commission resulting from the extension. 3.28 Compensation and Payment 3.28.1 Amount. Consultant's Services provided under this Agreement as described in Exhibit "A", Scope of Services, shall be compensated up to Two Million, Five Hundred Thousand Dollars ($2,500,000) according to the Payment Schedule set forth in Exhibit "C" (Compensation and Payment) attached hereto. 3.28.2 No Additional Payment. No additional compensation for Extra Work, as defined in Section 3.15.1, will be paid except upon the issuance of an Extra Work Order by the Commission's Representative. In the event an Extra Work Order is not issued and signed by the Commission's Representative, the Consultant shall stop providing the Extra Work and is not obligated to continue providing such Extra Work. 15 17336.02300\7552576.2 349 3.28.3 Invoicing 3.28.3.1 The Consultant shall submit monthly invoices for Services performed during the preceding month in accordance with the provisions of Exhibit "C" attached hereto. 3.28.3.2 Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the Commission's Representative. 3.28.3.3 Base Work and Extra Work shall be charged separately, and the charges for each Milestone listed in the Schedule of Services shall be listed separately on an attachment to the invoice. 3.28.3.4 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. 3.28.3.5 Each invoice shall include a cover sheet bearing a certification signed by the Project Manager or an officer of the firm. 3.28.3.6 As applicable, invoices shall include all receipts and other relevant documentation. 3.31 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 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 the 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. 3.32 Incorporation of Exhibits. Exhibits "A" through "E", referenced in the Table of Contents and attached to this Agreement, are hereby incorporated as though fully set forth in this Agreement. 16 17336.02300\7552576.2 350 3.33 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.34 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 3.35 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.36 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. 3.37 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.38 Severability. If any term or provision of this Agreement shall be held invalid or unenforceable to any extent under applicable law by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and provision shall be valid and enforceable to the fullest extent permitted by law. 3.39 Interpretation. This Agreement is the result of negotiations in which each party was represented by legal counsel and shall not be construed for or against any party by reason of draftsmanship or otherwise. 3.40 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. 3.41 Provisions Applicable When Federal Transit Administration Are Involved. When funding for the Services provided by this Agreement are provided, in whole or in part, from the Federal 17 17336.02300\7552576.2 Transit Administration, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Transit Administration Requirements) attached hereto and incorporated herein by reference. 3.42 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to 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. 3.43 Covenant Against Expenditure of Local Agency, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "D", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. b) The Consultant's certification provided in this section is a material representation of fact upon which reliance was 18 17336.02300\7552576.2 placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 19 17336.02300\7552576.2 SIGNATURE PAGE TO AGREEMENT NO. 12-33-103-00 FOR PROGRAM MANAGEMENT SERVICES IN WITNESS, THEREOF, the Commission has caused the Agreement with Bechtel Infrastructure Corporation to be subscribed in its behalf by binding authority, and the Consultant has caused the Agreement to be subscribed on its behalf by duly authorized signee. RIVERSIDE COUNTY BECHTEL INFRASTRUCTURE TRANSPORTATION COMMISSION: CORPORATION: By: By: John J. Benoit Chair APPROVED AS TO FORM: By: Best Best & Krieger LLP General Counsel 20 George Morschauser Title: President 17336.02300\7552576.2 354 EXHIBIT "A" SCOPE OF SERVICES 1.0 PROGRAM MANAGEMENT Support the Commission with program management activities associated with the engineering, environmental clearance, final design right of way acquisition and construction for components of the Commission's Measure A Perris Valley Line (PVL) Project. A general description of the program management activities to be provided and an identification of the project phases and/or project services for which such activities will be provided, as needed by Commission, is set forth below: 1.1 PVL Project Activities Support and assist the Commission with related tasks for the Measure A PVL Project activity as required including: 1.1.1 Coordination activities to monitor and control the scope, schedule, budget and interface management of various Commission consultants, contractors and third party agencies. 1.1.2 Preparation of agenda items relating to management of Measure A PVL Project activity. 1.1.3 Assist Commission in preparation of both applications and invoices for obtaining or recovery of funds from other agencies. 1.1.4 Assist Commission in project controls activities and reporting for Measure A PVL Project activity including updates of the Master Schedule and cost analysis. 1.1.6 Assist the Commission with contract formation and administration. 1.1.7 Assist in document management support services. 1.1.8 Assist the Commission in accounting support services, including administration of invoice and payment processing for various Commission consultants, contractors and third party agencies. 1.1.9 Provide support to coordinate the Commission Quality Assurance Program and assist in quality audits as requested. 1.1.10 Provide support to develop updates to scope -of -work for Commission's PS&E contracts with others relating to the PVL Project. A-1 17336.02300\7552576.2 355 1.1.11 Assist Commission with utility coordination including support for utility agreements and relocation planning activities. 1.1.12 Assist the Commission in DBE goal setting and/or DBE program assistance. 1.1.13 Assist the Commission in budget development support. 1.2 CONSTRUCTION OVERSIGHT -DESIGN AND ADVERTISING PERIODS Construction Oversight Services tasks to be performed as requested during design and advertising periods: 1.2.1 Assist the Commission in the compilation of project documents including, but not limited to, design drawings, specifications, contract language, general conditions, special provisions, project schedule, and cost estimates for bid construction bid purposes. 1.2.2 Assist the Commission with advance procurement of long lead time items. 1.2.3 Assist the Commission with agency coordination to maintain project delivery schedules. 1.2.4 Assist the Commission with utility coordination efforts. 1.2.5 Assist the Commission with coordination of a constructability review by the Commission designated construction management consultant of the proposed plans. 1.2.6 Assist the Commission with the acquisition of all required permits and the filing of all required reports to allow the project to begin construction activities. 1.2.7 Assist the Commission with advertising the project to all qualified and interested construction firms. 1.2.8 Assist the Commission with responses to inquiries regarding the bid documents and the preparation of any required addenda to the bid documents. 1.2.9 Assist the Commission in the preparation of bid analysis of all bids received. The bid analysis will include a verification of the completeness of the bid documents, numerical accuracy of bid amount, and a follow up check on the references provided. 1.2.11 Provide support to develop updates to scope -of -work for construction management contracts for other consultants of Commission. 1.3 CONSTRUCTION OVERSIGHT -CONSTRUCTION PHASE Construction Oversight Services tasks to be performed as requested during Construction Phase: A-2 17336.02300\7552576.2 356 1.3.1 Assist in circulation of contract documents for signature. 1.3.2 Assist and coordinate the pre -construction conference and utility coordination meeting. 1.3.3 Assist contractors with obtaining any remaining permits. 1.3.4 Assist with utility coordination and field monitoring of relocation activities. 1.3.5 Assist the Commission in administering and coordinating the contract activities of the Commission's construction manager consultant and contractors in the performance of the work. 1.3.6 Review and process monthly progress payments for work completed by Commission contractors. 1.3.7 Monitor and report on construction cost and contract status. 1.3.8 Collect construction progress information from Commission's construction management firm and report to Commission. 1.3.9 Coordinate progress of work with agencies, adjacent property owners and utilities that are either impacted by or have jurisdiction over the work to be performed. 1.3.10 Monitor Consultants internal, Commission's construction manager consultant and Commission's contractor's safety program. 1.3.11 Assist the Commission in managing consultants providing construction management services for the projects and coordinate their activities with other contractors. 1.3.12 Monitor construction manager consultant and design engineer consultant progress in responding to submittals and requests for information submittals per contract requirements. 1.3.13 Assist the Commission with the review, analysis and response to any claims filed by contractors. 1.3.14 Coordinate final as built drawings between Commission's design engineer consultant and contractor. 1.3.15 Maintain and turn over construction records to the Commission upon completion of work. A-3 17336.02300\7552576.2 357 EXHIBIT "B" MILESTONE SCHEDULE 1. Schedule of Work: Bechtel shall conform with the schedule set forth herein, except as otherwise modified in the Agreement. In the event the schedule of work is so modified, Bechtel will prepare a revised schedule to be substituted herein upon approval by the Commission. 2. Milestone schedule: The Commission and Bechtel agree on the scope of work in Exhibit "A" and its completion in accordance with the following schedule: • Bechtel is providing continuous program management for the completion of the Perris Valley Line Project within 31 months of NTP. • Preparation of Agenda items as required in support of the Project for review by RCTC Program Manager (Monthly). • Complete procurement of construction contractor December 2012. • Complete construction and construction close-out 2 years and 3 months after NTP of construction contractor. B-1 17336.02300\7552576.2 358 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 1.4550, for Field Office, 1.4550, 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) Home Office 45.50% Project Office 45.50% 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, ail 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. 17336.02300\755 Exhibit C C-1 C-1 359 2576.2 17336.02300\7552576.2 1.1.2.3 Overhead Costs(QC) Home Office .8631 Project Office 9864 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 Fee_(F) 10% Profit is a decimal multiplier applied to the sum of Direct Salary Costs, the Payroll Additive Costs, and Overhead Costs. Total Multiplier Home Office 2.55 Project Office 2.69 (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3x1.1.2.4@1D%) 1.2 FIXED FEE 1.3 ADDITIONAL DIRECT COSTS. None 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 Rail Project Manager Design /Construction Coordinator Sr Engineering Coordinator Sr Construction Coordinator Construction Manager Exhibit C C-2 C-2 360 $ 86.22 - $ 146.57/hour $ 44.97 - $ 76.41/hour $ 58.24 - $ 98.97/hour $ 58.24 - $ 98.97./hour $ 58.24 - $ 98.97/hour Environmental $ 58,24 - $ 98.97/hour GeoTechnical $ 44.97 - $ 76.41/hour Utility/Right of Way $ 44.97 - $ 76.41/hour 2.3 The above rates are for the Consultant only. 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. C-3 17336.02300\7552576.2 361 4. PAYMENT 4.1 On or as soon as practicable after the first day of each calendar month, Bechtel shall prepare and submit to the Commission an invoice covering compensation earned during the previous calendar month. Commission shall pay to Bechtel the amount shown to be due within thirty (30) days after receipt of the invoice. Amounts owed to Bechtel beyond the payment terms provided for in this Agreement shall accrue interest each day such invoice is not paid at the lesser of (i) a rate equal to two percent (2%) above the prime lending rate quoted to substantial and responsible commercial borrowers on ninety -day loans by the Bank of America N.T. & S.A., San Francisco, California, each day such interest accrues or, (ii) the maximum rate permitted by applicable law. 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. 5. ESTIMATED COST OF SERVICES The estimated cost of services is shown on the following pages of this section. C-4 17336.02300\7552576.2 362 PROJECT STAFFING AND PROJECTED COSTS PROJECT OFFICE PERSONNEL # OF STAFF HOURS LABOR AND Payroll COST (Base x 1.455) TOTAL COST (Base x 2.69) Rail Project Manager 1 3145 $465,880 $861,318 Design/Construction Coordinator 1 3940 $355,033 $656,159 Sr Engineering Coordinator .2 160 $ 16,287 $ 30,111 Sr Construction Coordinator 1 3120 $314,367 $581,201 Construction Manager (AR) .1 224 $ 26,719 $ 49,398 Environmental (AR) .1 112 $ 12,693 $ 23,467 Geotechnical (AR) .1 112 $ 9,372 $ 17,327 Utility/Right of Way (AR) .2 308 $ 24,885 $ 46,008 Subtotal 3.7 11,121 $1,225,236 $2,264,989 Escalation @ 3% Per Annum $ 62,157 Contingency @ 8% $ 172,854 Total Not to Exceed $2,500,000 AR = As Required c-1 C-5 17336.02300\7552576.2 363 Bechtel infrastructure Corporation hcgwl6,2012 Cast Propeu5 • Program Mermgemenr &011004 1240-202-02 - Ralria WI, Line Rail Project - - - - Oalendo zmz _ . _ CN®r4r 2013 Calinclu:c : Calwt0ar 4016 Calenr zeta Bose wrry Rate Cost Description 8 0 14 $ p 11 D F M A M J J A S O N O J F M A M J J A S O N O J F A N J J '. '. . %. J P M A N J J A% O N O J F axere Me.6 .ura Rail_ • .• .c Io 15 tls t, ie ,+s 116 .,e „6•® Vi 05 .6 6 n6 ,re tt6 .6 „5 t„ .815 txB>aNCw caaminaternamr 110 to rm no Iso on ma ISO m m m 1c lx 20 1. 180 1211 ,ee 06 m rte N uast sr a IneaN wl.ewlan Coped, r9rmr=-'_ 6r En¢1MMiip' 5[116 8A0 ®185 169 180 1m B1p 1m ,30 ,>Q 180 80 tb i;Ie ,N 510 'm 115 .m 1N no rm 180 I]4 no 1. 0arotr00eN1n 000raYtimr COrtOltteBlerl Yese s 6 a _ 6 e 6 e t e e e a e a s e COAT Georiemlm .a 4 1 4 j a. ul� wa Palyaw r 1358 say tr n 11 r, ,r n t, n m „ „ „..-i, rt r: ., „ r, n ,r „ o ., ,+ +I I, „ waaarBa SAMS 9ueme114ab0e XBun 11,131 &OWN LAI. GOBI BBcyBtlmg3'4 Par M. 14;16! LaMingarcY a 6% VW* 755E86 M.A. C-6 17336.02300\7552576.2 364 EXHIBIT "D" FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS The following provisions are incorporated into the agreement. 1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD -PARTIES BY USE OF A DISCLAIMER (Master Agreementl §2.f) 1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C. (Highways), Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital Transportation Act of 1969, as amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note, or other Federal enabling legislation; FTA MA(14); October 1, 2007; [http://www.fta.dot.gov/documents/14-Master.pdf]. (1) The Commission and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government ("Government"), the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Commission, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Master Agreement §3.f) (1) The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. D-7 17336.02300\7552576.2 365 (2) The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53 or any other Federal law, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1) on the Consultant, to the extent the Federal Government deems appropriate. (3) The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. ACCESS TO RECORDS (Master Agreement §§ 8.c, d, 15.t) 1. The Consultant agrees to provide the Commission, the FTA Administrator, the U.S. Secretary of Transportation, the Comptroller General of the United States or any of their authorized representatives access to all Project work, materials, payrolls, and other data of the Consultant which are directly pertinent to this contract as required by 49 U.S.C. § 5325(g). 2. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3. The Consultant agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of transmission of the final expenditure report, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until the Commission, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 4. The Consultant agrees to require its subcontractors and third party contractors to provide the same. 4. FEDERAL CHANGES (Master Agreement §2.c(1)) Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Grant Agreement or Cooperative Agreement between the Commission and the Federal Government ("Grant Agreement or Cooperative Agreement"), as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. D-8 17336.02300\7552576.2 366 5. CIVIL RIGHTS REQUIREMENTS (Master Agreement § 12) (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transporation — Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21, FTA Circular 4702.1A, "Title VI and Title VI — Dependent Guidelines for Federal Transit Administration Recipients," May 13, 2007, Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex — The Consultant agrees to comply with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) Age - In accordance with the Age Discrimination in Employment Act, as amended, 29 U.S.C. §§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining D-9 17336.02300\7552576.2 367 to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (5) DBE Program Compliance - The Commission has established a DBE Program pursuant to 49 C.F.R. Part 26, which applies to FTA funded agreements. The requirements and procedures of the Commission's DBE Program are hereby incorporated by reference into this Agreement. Failure by Consultant or its subcontractor(s) to carry out the Commission's DBE Program procedures and requirements, or the applicable requirements of 49 C.F.R. Part 26, section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations, "Participation by Disadvanted Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26, shall be considered a material breach of this Agreement. Such a material breach may be grounds for termination of this Agreement or such other appropriate administrative remedy as the Commission deems appropriate. The Consultant shall ensure that a provision mandating compliance with the Commission's DBE Program for FTA funded agreements is included in any and all sub -agreements entered into which arise out of or are related to this Agreement. Consultant shall also promptly provide the Commission with all necessary information related to the DBE status of its subcontractors. Should the DBE status of any of its subcontractors change in any way, Consultant shall promptly inform the Commission of this change. (6) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 6. TERMINATION PROVISIONS (Master Agreement §11) The termination provisions found at Section 3.14 of this Agreement are consistent with the termination provisions suggested by FTA for the protection of the Federal Government. The termination provisions found at Section 3.14 of this Agreement control termination under this Agreement. 7. DEBARMENT AND SUSPENSION (Master Agreement §3.b) Instructions for Certification 1. By signing and submitting a Proposal, the Consultant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the Consultant knowingly rendered an erroneous certification, in addition to other remedies available to the D-10 17336.02300\7552576.2 368 Federal Government, Commission may pursue available remedies, including suspension and/or debarment. 3. The Consultant shall provide immediate written notice to Commission if at any time the Consultant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Defmitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact Commission for assistance in obtaining a copy of those regulations. 5. The Consultant agrees by submitting a Proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by Commission. 6. The Consultant further agrees by submitting a Proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, Commission may pursue available remedies including suspension and/or debarment. 10. The Consultant agrees to comply, and assures the compliance of each subconsultant, lessee, or third party contractor, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29. D-11 17336.02300\7552576.2 369 11. The Consultant agrees to, and assures that its subconsultants, lessees and third party contractors have reviewed the "Excluded Parties Listing System" at http://elps.gov/ before entering into any third subagreement, lease or third party contract. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion" (1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the Consultant is unable to certify to the statements in this certification, it shall attach an explanation to this proposal. 8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION (Master Agreement §53) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Commission Executive Director, or his or her designee. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Consultant mails or otherwise furnishes a written appeal to the Commission's Executive Director, or his or her designee. In connection with any such appeal, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Commission's Executive Director, or his or her designee, shall be binding upon the Consultant and the Consultant shall abide be the decision. Performance During Dispute - Unless otherwise directed by Commission, Consultant shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Commission and the Consultant arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Commission is located. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to D-12 17336.02300\7552576.2 370 act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. FTA Notification - Consultant shall notify FTA in writing of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project. If the Consultant wishes to name the Federal Government as a party to litigation, the Consultant shall inform FTA in writing before doing so. 9. LOBBYING (Master Agreement §3.d) Lobbying Restrictions. To the extent applicable, Consultant agrees to: (1) Comply, and assure the compliance of each subcontractor at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. (2) Comply with Federal statutory provisions, to the extent applicable, prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels. 10. CLEAN AIR (Master Agreement §25.b) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 11. CLEAN WATER (Master Agreement §25.c) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 through 1377. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. D-13 17336.02300\7552576.2 371 (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 12. ENERGY CONSERVATION (Master Agreement §26) Energy Conservation. To the extent applicable, Consultant agrees to comply with the mandatory energy efficiency standards and policies within the applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq. To the extent applicable, Consultant agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. Part 622, Subpart C. 13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE (Master Agreement § 15.m) National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent Federal directives that may be issued. 14. ADDITIONAL REQUIREMENTS (Master Agreement § 39, 40, 41, 42, 43, 48) To the extent applicable, Consultant agrees to comply with the Federal programs specified below and, with regard to such programs, Consultant agrees not compromise the Commission's compliance with Federal requirements as pertains to the Project. The Programs are as follows: (1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307. (2) Elderly Individuals and Individuals with Disabilities Formula Program authorized under 49 U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, respectively. (3) New Freedom Program authorized under 49 U.S.C. § 5317. (4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 5311(b). D-14 17336.02300\7552576.2 372 (5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308. (6) Job Access and Reverse Commute Formula Grant Program authorized under 49 U.S.C. § 5316. 15. RELEASE OF RETAINAGE (49 CFR 26.29) The Commission shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the Commission of the contract work and pay retainage to prime contractors based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may take place only for good cause and with the Commission's prior written approval. Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sancions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subconract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non - DBE prime contractors and subcontractors. 16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by the Federal Transit Authority, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by the Federal Transit Authority, as set forth in FTA Circular 4220.1E, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Commission requests which would cause the Commission to be in violation of the FTA terms and conditions. 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Background and Application The Contract Work Hours and Safety Standards Act is codified at 40 USC 3701, et seq. The Act applies to grantee contracts and subcontracts "financed at least in part by loans or grants from .. . the [Federal] Government." 40 USC 3701(b)(1)(B)(iii) and (b)(2), 29 CFR 5.2(h), 49 CFR 18.36(i)(6). Although the original Act required its application in any construction contract over $2,000 or non -construction contract to which the Act applied over $2,500 (and language to that D-15 17336.02300\7552576.2 373 effect is still found in 49 CFR 18.36(i)(6)), the Act no longer applies to any "contract in an amount that is not greater than $100,000." 40 USC 3701(b)(3)(A)(iii). The Act applies to construction contracts and, in very limited circumstances, non -construction projects that employ "laborers or mechanics on a public work." These non -construction applications do not generally apply to transit procurements because transit procurements (to include rail cars and buses) are deemed "commercial items." 40 USC 3707, 41 USC 403 (12). A grantee that contemplates entering into a contract to procure a developmental or unique item should consult counsel to determine if the Act applies to that procurement and that additional language required by 29 CFR 5.5(c) must be added to the basic clause below. The clause language is drawn directly from 29 CFR 5.5(b) and any deviation from the model clause below should be coordinated with counsel to ensure the Act's requirements are satisfied. Contract Work Hours and Safety Standards (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee) shall upon its own action or upon written request of an authorized representative of the Depaitiuent of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors D-16 17336.02300\7552576.2 374 to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. 18. COPYRIGHTS. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the Federal Transit Administration 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. D-17 17336.02300\7552576.2 375 EXHIBIT "E" CERTIFICATE REGARDING LOBBYING BY CONTRACTOR Pursuant to 40 CFR Part 34 (which is by this reference incorporated herein), the undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor: Bechtel Infrastructure By: By: (Signature) (Signature) (Print Name) (Print Name) (Title) (Title) (Date) (Date) E-1 17336.02300\7552576.2 376 Approved by OMB 003480045 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse side for public burden disclosure) 1. Type of Federal action: a. Contract b. Grant c. Cooperative agreement d. Loan e. Loan guarantee f. Loan insurance 2. Status of Federal action: a. Bid/offer application b. Initial award c. Post -award 3. For Year Date Report type: a. Initial filing b. Material changes material change only: Quarter of last report 4. Name and address of reporting entity: Prime Subawardee Tier , if known: 5. If reporting entity in No. 4 is Subawardee, enter name and address of Prime: Congressional District, if known: Congressional District, if known: 6. Federal department/agency 7. Federal program name/description: if applicable: CFDA number, 8. Federal Action Number, if known 9. Award amount, if known $ 10a. Name and address of lobbying entity (If individual: last name, first name, middle initial) (Attach Continuation Sheet(s) 10b. Individuals performing services (including address if different from No. l0a) (last name, first name, middle initial) SF-LLL-A if necessary) 11. Amount of payment ( check all that apply): $ Actual ❑ Planned ❑ 13. Type of payment a. Retainer b. One-time c. Commission d. Contingent e. Deferred f. Other, specify: (check all that apply): fee fee 12. Forum of payment (check all that a. Cash b. In -kind, specify Nature: Value: apply): 14. Brief description of services performed or to be performed and date(s) of service including officer(s), employee(s) or Member(s) contracted for payment indicated in item 11: (Attach Continuation Sheet(s) SF-LLL-A if necessary) 15. Continuation Sheet(s) SF-LLL-A attached: Yes ❑ No ❑ 16. Information requested through this form is authorized by Code 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi- annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Signature: Print Name: Title: Telephone No. Date: Federal Use Only Authorized for Local Reproduction Standard Form - LLL E-2 17336.02300\7552576.2 377 INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This DISCLOSURE FORM shall be completed by the reporting entity, whether Subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change reports. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency, name if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name for description of the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract, grant, or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "IFB P0194R DE -90-001. E-3 17336.02300\7552576.2 378 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in items 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter last name, first name, and middle initial. 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in -kind contribution, specify the nature and value of the in -kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just the time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title and telephone number. Public reporting burden for this collection for information is estimate to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Office of Management and Budget Paperwork Reduction Project (0348-0446), Washington, D.C. 20503. E-4 17336.02300\7552576.2 379 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Edda Rosso, Capital Projects Manager Richard Bryan, Bechtel Rail Projects Manager Nisa Hester, Bechtel Project Coordinator THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement for Legal Services for the Perris Valley Line Project STAFF RECOMMENDATION: This item is for the Committee to: 1) Award Agreement No. 12-33-115-00 with Best Best & Krieger LLP (BB&K) for legal services on the Perris Valley Line Commuter Rail Extension Project (PVL) for a five-year term, and two one-year options to extend the agreement, in an amount not to exceed $475,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Forward to the Commission for final action. BACKGROUND INFORMATION: Project Status Final design for the PVL Project is underway and nearing completion. The Commission certified the California Environmental Quality Act Environmental Impact Report for the PVL on July 25, 2011. The National Environmental Protection Act Final Supplemental Environmental Assessment was approved, and a finding of no significant impact was issued on May 24, 2012. Award of the construction contract is contingent on the Federal Transit Administration's (FTA) approval of the project construction grant agreement. Background General legal services for the Commission and its projects and programs have been provided by BB&K for several years, primarily through the annual recurring contracts process. These legal services have been funded with local funds. FTA Agenda Item 10 380 has recently required that, for projects funded under the Small Starts grant program, all contracts related to the PVL— even those contracts that are not federally funded or that are included as a local match — must be competitively procured in accordance with federal requirements. These requirements include insertion of specified federal provisions into the solicitation documents and/or the resulting agreement such as the following: • No federal government obligations to third -parties by use of a disclaimer; • Program fraud and false or fraudulent statements and related acts; • Access to records by FTA and the Department of Transportation Administrator; • Federal changes, including compliance with applicable federal requirements, policies, and regulations, as the same may be amended; • Civil rights requirements, including compliance with non-discrimination laws prohibiting discrimination on the basis of age, disability, race, color, creed, national origin, or sex; • Termination provisions, including a right of the Commission to terminate the agreement for convenience; • Non -debarment and suspension certification; • Provisions for resolution of disputes, breaches, or other litigation in compliance with FTA requirements; • Disclosure of lobbying activity requirements and prohibition on use of federal funds for lobbying activities; • Requirement to comply with clean air regulations; • Requirement to comply with clean water regulations; • Requirement to comply with energy conservation regulations; • Conformance with National ITS Architecture; • Additional federal requirement, as applicable; • Release of retainage provisions; • Incorporation of FTA terms, including applicable provisions of FTA Circular 4220.1F; and • Contract work hours and Safety Standards Act. This FTA requirement is specific to the PVL project. To comply with the requirement and in order to maintain the project schedule, staff conducted a competitively negotiated full and open procurement for legal services for the PVL. Legal services for the PVL project include right of way acquisition support (advise on environmental issues, advise on strategic valuation issues, review appraisals for compliance with federal and state acquisition/relocation regulations, etc.) and design and construction support (contract review, research and interpret laws, represent the Commission on litigation matters, etc.). The Commission will enter into an agreement with the selected consultant, and the agreement shall include the required federal provisions consistent with FTA requirements. Agenda Item 10 381 Procurement Process A request for proposals (RFP) for legal services for the PVL project was released by staff, posted to the Commission's website, and advertised on July 5, 2012. Staff responded to all questions submitted by potential proposers prior to the July 16, 2012 deadline date. Seven firms — Atkinson, Andelson, Loya, Ruud and Romo; BB&K; Burke, Williams and Sorensen, LLP; Stutz, Artiano, Shinoff and Holtz APC; Richards, Watson, and Gershon; Nossaman LLP (Nossaman); and Winet, Patrick and Weaver — submitted proposals prior to the July 26, 2012 submittal deadline. Six of the firms submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the six firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms of the RFP, the evaluation committee short-listed and invited two firms to the interview phase of the evaluation and selection process. Interviews of the short-listed firms, BB&K and Nossaman, were conducted on August 6, 2012. Pursuant to the terms of the RFP, the evaluation committee recommends an agreement be awarded to BB&K, as that firm earned the highest total evaluation score under the evaluation criteria of the RFP. The recommended firm labor rates were competitively established and considered fair and reasonable based upon adequate price competition under the above referenced procurement process, and staff evaluation of historical costs paid by the Commission for the same or similar services. Additionally, a price analysis conducted by the Commission's internal audit firm is in process and should be completed prior to the Commission meeting. BB&K offered the most advantageous combination of experience, relevant qualifications, and pricing. Staff is confident that the recommended firm will provide the Commission with quality service at the best possible price. Financial Information In Fiscal Year Budget: Yes N/A Year: 2012/13 2013/14+ Amount: $175,000 $300,000 Source of Funds: 1989 County Measure Rail A Capital Western Budget Adjustment: No N/A GL/Project Accounting No.: 0038XX 65101 221 33 65101 Fiscal Procedures Approved: \liti4,,,,j4,41 Date: 08/15/2012 Attachment: Draft Agreement No. 12-33-115-00 Agenda Item 10 382 Agreement No. 12-33-115-00 PROFESSIONAL SERVICES AGREEMENT WITH FEDERAL TRANSIT ADMINISTRATION ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH BEST BEST & KRIEGER LLP FOR LEGAL SERVICES FOR THE PERRIS VALLEY LINE RAIL PROJECT 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 BEST BEST & KRIEGER LLP ("Consultant"), a California Limited Liability Partnership. 2. RECITALS. 2.1 On November 8, 1988, the voters of Riverside County approved Measure A authorizing the collection of a one-half percent ('/Z%) 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 legal services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 2.5 The Commission desires to engage Consultant to render such services for the Perris Valley Line Rail Project ("Project"), as set forth in this Agreement. 17336.02300\7552449.1 383 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 legal 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" from the Commission. As a result of the federal funding for this Project, issuance of a "Notice to Proceed" may be contingent upon completion and approval of a pre -award audit. Any questions raised during the pre -award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency may require that prior to performance of any work for which Federal reimbursement is requested and provided, that said federal agency must give to Commission an "Authorization to Proceed." 3.3 Term. The term of this Agreement shall commence as of the date first set forth above and shall continue in effect for a period of five (5) years, unless earlier terminated as provided herein. The Commission shall have the option, in its sole discretion, to extend the term of this Agreement for two additional one year terms. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 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 Steven C. DeBaun 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 2 17336.02300\7552449.1 384 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 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: Steven C. DeBaun, A. Haviva Shane, Mark Easter, Kendall MacVey, Mona Nemat, Michael Grant, Michelle Ouellette, Charity B. Schiller, Piero Dallarda, and Rahsaan Tilford. 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 that Commission's Representative, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this contract, Commission's Representative may require Consultant to revise and resubmit the work at no cost to the Commission. 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. 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 the Commission, any services necessary to correct errors or omissions which are 3 17336.02300\7552449.1 385 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. 3.12 Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth in Section 3.3, the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the Federal Transit Administration 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 Federal Transit Administration. Compliance with Federal procedures may include completion of the applicable environmental documents and approval by the Federal Transit Administration. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the Federal Transit 4 17336.02300\7552449.1 386 Administration. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 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 Agree- ment, 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 Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 3.14.3 Effect of Termination For Convenience. If the termination is to be for the convenience of the Commission, the Commission 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 5 17336.02300\7552449.1 387 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. 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 any schedules for the Services agreed upon by the parties ("Schedules"). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with any Schedules, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Representative, Consultant shall provide a more detailed schedule of anticipated performance to meet any Schedules. 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. 6 17336.02300\7552449.1 388 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 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 pro- vide 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. 3.16.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 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. 7 17336.02300\7552449.1 389 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, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.17.4 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. 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. 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"). 8 17336.02300\7552449.1 390 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 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. 9 17336.02300\7552449.1 391 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. 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 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. Consultant's obligations as set forth in this Section 3.19 shall survive expiration or termination of this Agreement. 10 17336.02300\7552449.1 392 3.20 Insurance. 3.20.1 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. 3.20.2 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 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) if Consultant has employees, 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 and advertising 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) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $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. Prior to the direct or indirect use of any civil aircraft to provide Services under this Agreement, Consultant 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. 11 17336.02300\7552449.1 393 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 insureds with respect to the Services or operations performed by or on behalf of the Consultant. 3.20.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (A) General Liability. 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. 12 17336.02300\7552449.1 394 3.20.6 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.20.7 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Commission, its directors, officials, officers, employees, and agents. 3.20.8 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. 3.20.9 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. 3.20.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 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 13 17336.02300\7552449.1 395 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, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The Total Compensation shall be on the basis of direct costs plus a fixed fee as further set forth in Exhibit "B" and is not to exceed Four Hundred Seventy Five Thousand Dollars ($475,000). 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, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1 F, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and 14 17336.02300\7552449.1 396 (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 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 nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 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. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to Section 3.14, or at its discretion to deduct from the Agreement price or 15 17336.02300\7552449.1 397 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. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "D", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. b) The Consultant's certification provided in this section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 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. As required in connection with federal funding, 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 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 least three (3) years following termination of this Agreement. 16 17336.02300\7552449.1 398 Following final settlement of the contract accounts with the Federal Transit Administration under this Agreement, such records and documents may be microfilmed at the option of the Commission, but in any event shall be retained for said three (3) year period after processing of the final voucher by the Federal Transit Administration. 3.25 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of the Commission's Disadvantaged Business Enterprise Program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.26 Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 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. 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: Attn: COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director 17 17336.02300\7552449.1 399 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. 3.32 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.33 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 Invalidlly 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 Transit Administration Are Involved. Since funding for the Services provided by this Agreement are provided, in whole or in part, from the Federal Transit Administration, Consultant shall also fully and adequately comply with the provisions included in Exhibit "C" (Federal Transit Administration Requirements) attached hereto and incorporated herein by reference. 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 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. 3.38 Survival. All rights and obligations hereunder that by their nature are to be performed after any expiration or termination of this Agreement shall survive any such expiration or termination. 3.39 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.40 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 18 17336.02300\7552449.1 400 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. 3.41 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. 3.42 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 19 17336.02300\7552449.1 401 SIGNATURE PAGE TO AGREEMENT NO. 12-33-115-00 PROFESSIONAL SERVICES AGREEMENT WITH FEDERAL TRANSIT ADMINISTRATION ASSISTANCE FOR LEGAL SERVICES FOR THE PERRIS VALLEY LINE RAIL PROJECT IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION BEST BEST & KRIEGER LLP By: By: John J. Benoit, Chair Steven C. DeBaun, Parnter 20 17336.02300\7552449.1 402 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide legal services as may be required from time to time by the Commission regarding the Perris Valley Line project as set forth in the Agreement. As part of the Services to be performed hereunder, Consultant shall be responsible for the following: 1.0 Right of Way Services 1.1 Meet with staff including engineers, appraisers and Right of Way (ROW) staff to identify roles and responsibilities; 1.2 Identify potential problems and create timeline for acquisition activities. Set milestones; 1.3 Present work plan to RCTC; 1.4 If appropriate, recommend use of specialty consultants such as goodwill appraisers, mitigation specialists and relocation consultants; 1.5 Advise whether all CEQA, NEPA and other environmental issues have been addressed; 1.6 If directed, work with RCTC engineers to determine if design solutions could minimize issues; 1.7 Attend team meetings as directed by RCTC; 1.8 If directed by RCTC, identify and advise on legal, strategic and valuation issues; 1.9 If appropriate, revise work plan; 1.10 Obtain litigation guarantees and title reports; 1.11 If directed, assist in selection of appraisers; 1.12 Prepare and maintain data files for each ownership; 1.13 If directed, prepare Notice of Decision to appraise and insure it is properly delivered; 1.14 If directed, review appraisals for compliance with Federal and State laws; 1.15 If directed, as needed, assist in selection of specialty appraisers; 1.16 If directed, prepare all appropriate and legally required offering documents. Offering documents must comply with Federal and State acquisition/relocation regulations; 1.17 If directed, assist in the negotiations with property owners; 1.18 If necessary, prepare Resolution of Necessity (RON); 1.19 If directed, represent RCTC at all meetings required by RON; 21 17336.02300\7552449.1 403 1.20 As needed, represent RCTC on any legal challenges associated with project activities; 1.21 As needed represent RCTC at all eminent domain proceedings, including but not limited to, prejudgment proceedings, trail and appeal; and 1.22 Insure that all acquisition activities are in compliance with are in compliance with federal and state laws and regulations. 2.0 Design and Construction 2.1 Provide legal assistance with the Design and Construction Contract review and implementation, and other contracts which are part of the Perris Valley Line construction project, including Railroad Construction and Maintenance Agreement, utility agreements, project construction grant agreement, and memorandums of understanding, as directed by the Board and/or Commission staff; 2.2 Research and interpret laws, court decisions and other legal authorities in order to prepare legal opinions and to advise the Board and management staff on legal matters pertaining to the Perris Valley Line project, as directed by the Board and/or Commission staff; 2.3 Represent and assist on litigation matters, pertaining to the Perris Valley Line project, as directed by the Board, Executive Director and/or their designees. Such services shall include, but shall not be limited to, the preparation for and making of appearances, including preparing pleadings and petitions, making oral presentations, and preparing answers, briefs or other documents on behalf of the Commission, the Board, and any officer or employee of the Commission, in all federal and state courts of this State, and before any governmental board or commission, including reviewing, defending or assisting any insurer of the Commission or its agents or attorneys with respect to any lawsuit filed against the Commission or any officer or employee thereof, for money or damages; 2.4 Advise Commission regarding interpretation and recommendations regarding environmental and construction law, construction claim issues, right-of-way and/or easement issues that arise during construction, Preliminary Notices and Stop Notices and related payment disputes with the Commission's contractors, sub- contractors or suppliers, or any third party claim related to construction activity, as directed by the Board, and/or Commission staff. 22 17336.02300\7552449.1 404 EXHIBIT "B" COMPENSATION LABOR CLASSIFICATION FULLY BURDENED LABOR RATE Years 1-5 FULLY BURDENED LABOR RATE Year 6 (Option 1) FULLY BURDENED LABOR RATE Year 7 (Option 1) 1. Partners/Of Counsel $270 /hr $ 300 /hr $310 /hr 2. Associates $240 /hr $270 /hr $280 /hr 3. Legal Assistants $155 /hr $185 /hr $190 /hr 23 17336.02300\7552449.1 405 EXHIBIT "C" FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS The following provisions shall apply to the services solicited in this RFP and the provisions incorporated into the agreement. ("FTA"), and the provisions below shall be incorporated into the agreement awarded to the successful Offeror(s), referred to herein as the "Agreement". As used herein the term "Consultant" shall be deemed to refer to the Offeror. 1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD -PARTIES BY USE OF A DISCLAIMER (Master Agreement' §2.f) (1) The Commission and Consultant acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government ("Government"), the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Commission, Consultant, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Consultant agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subconsultant who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Master Agreement §3.f) (1) The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C. (Highways), Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital Transportation Act of 1969, as amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note, or other Federal enabling legislation; FTA MA(14); October 1, 2007; [http://www.fta.dot.govidocuments/14-Master.pdf]. 24 17336.02300\7552449.1 406 it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate. (2) The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, certification, assurance, or representation to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53 or any other Federal law, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(1) on the Consultant, to the extent the Federal Government deems appropriate. (3) The Consultant agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subconsultant who will be subject to the provisions. 3. ACCESS TO RECORDS (Master Agreement §§ 8.c, d, 15.t) 1. The Consultant agrees to provide the Commission, the FTA Administrator, the U.S. Secretary of Transportation, the Comptroller General of the United States or any of their authorized representatives access to all Project work, materials, payrolls, and other data of the Consultant which are directly pertinent to this contract as required by 49 U.S.C. § 5325(g). 2. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3. The Consultant agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of transmission of the final expenditure report, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Consultant agrees to maintain same until the Commission, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 4. The Consultant agrees to require its subcontractors and third party contractors to provide the same. 25 17336.02300\7552449.1 407 4. FEDERAL CHANGES (Master Agreement §2.c(1)) Consultant shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Grant Agreement or Cooperative Agreement between the Commission and the Federal Government ("Grant Agreement or Cooperative Agreement"), as they may be amended or promulgated from time to time during the term of this contract. Consultant's failure to so comply shall constitute a material breach of this contract. 5. CIVIL RIGHTS REQUIREMENTS (Master Agreement §12) (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transporation — Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21, FTA Circular 4702.1A, "Title VI and Title VI — Dependent Guidelines for Federal Transit Administration Recipients," May 13, 2007, Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex — The Consultant agrees to comply with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including 26 17336.02300\7552449.1 408 apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (3) Age - In accordance with the Age Discrimination in Employment Act, as amended, 29 U.S.C. §§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA may issue. (5) DBE Program Compliance - The Commission has established a DBE Program pursuant to 49 C.F.R. Part 26, which applies to FTA funded agreements. The requirements and procedures of the Commission's DBE Program are hereby incorporated by reference into this Agreement. Failure by Consultant or its subcontractor(s) to carry out the Commission's DBE Program procedures and requirements, or the applicable requirements of 49 C.F.R. Part 26, section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations, "Participation by Disadvanted Business Enterprises in Department of Transportation Financial Assistance Programs," 49 C.F.R. Part 26, shall be considered a material breach of this Agreement. Such a material breach may be grounds for termination of this Agreement or such other appropriate administrative remedy as the Commission deems appropriate. The Consultant shall ensure that a provision mandating compliance with the Commission's DBE Program for FTA funded agreements is included in any and all sub - agreements entered into which arise out of or are related to this Agreement. Consultant shall also promptly provide the Commission with all necessary information related to the DBE status of its subcontractors. Should the DBE status of any of its subcontractors change in any way, Consultant shall promptly inform the Commission of this change. (6) The Consultant also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 6. TERMINATION PROVISIONS (Master Agreement §11) The termination provisions found at Section 3.14 of the Commission Agreement are consistent with the termination provisions suggested by FTA for the protection of the Federal Government. The termination provisions found at Section 3.14 of said Agreement control termination under this Agreement. 27 17336.02300\7552449.1 409 7. DEBARMENT AND SUSPENSION (Master Agreement §3.b) Instructions for Certification 1. By signing and submitting a Proposal, the Consultant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the Consultant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, Commission may pursue available remedies, including suspension and/or debarment. 3. The Consultant shall provide immediate written notice to Commission if at any time the Consultant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact Commission for assistance in obtaining a copy of those regulations. 5. The Consultant agrees by submitting a Proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by Commission. 6. The Consultant further agrees by submitting a Proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration. 28 17336.02300\7552449.1 410 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, Commission may pursue available remedies including suspension and/or debarment. 10. The Consultant agrees to comply, and assures the compliance of each subconsultant, lessee, or third party contractor, with Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, and U.S. DOT regulations, "Governmentwide Debarment and Suspension (Nonprocurement)," 49 C.F.R. Part 29. 11. The Consultant agrees to, and assures that its subconsultants, lessees and third party contractors have reviewed the "Excluded Parties Listing System" at http://elps.gov/ before entering into any third subagreement, lease or third party contract. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion" (1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the Consultant is unable to certify to the statements in this certification, it shall attach an explanation to this proposal. 8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR OTHER LITIGATION (Master Agreement §53) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the Commission Executive Director, or his or her designee. This decision shall be final and conclusive unless within ten (10) days from the date of receipt of its copy, the Consultant mails or otherwise furnishes a written appeal to the Commission's Executive Director, or his or her designee. In connection with any such appeal, the Consultant shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of 29 17336.02300\7552449.1 411 the Commission's Executive Director, or his or her designee, shall be binding upon the Consultant and the Consultant shall abide be the decision. Performance During Dispute - Unless otherwise directed by Commission, Consultant shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the Commission and the Consultant arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the Commission is located. Rights and Remedies - The duties and obligations imposed by this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. FTA Notification - Consultant shall notify FTA in writing of any current or prospective major dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project. If the Consultant wishes to name the Federal Government as a party to litigation, the Consultant shall inform FTA in writing before doing so. 9. LOBBYING (Master Agreement §3.d) Lobbying Restrictions. To the extent applicable, Consultant agrees to: (1) Comply, and assure the compliance of each subcontractor at any tier, with U.S. DOT regulations, "New Restrictions on Lobbying," 49 C.F.R. Part 20, modified as necessary by 31 U.S.C. § 1352. (2) Comply with Federal statutory provisions, to the extent applicable, prohibiting the use of Federal assistance funds for activities designed to influence Congress or a State legislature on legislation or appropriations, except through proper, official channels. 30 17336.02300\7552449.1 412 10. CLEAN AIR (Master Agreement §25.b) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 11. CLEAN WATER (Master Agreement §25.c) (1) The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 through 1377. The Consultant agrees to report each violation to the Commission and understands and agrees that the Commission will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Consultant also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 12. ENERGY CONSERVATION (Master Agreement §26) Energy Conservation. To the extent applicable, Consultant agrees to comply with the mandatory energy efficiency standards and policies within the applicable State energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq. To the extent applicable, Consultant agrees to perform an energy assessment for any building constructed, reconstructed, or modified with FTA assistance, as provided in FTA regulations, "Requirements for Energy Assessments," 49 C.F.R. Part 622, Subpart C. 13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE (Master Agreement §15.m) 31 17336.02300\7552449.1 413 National Intelligent Transportation Systems Architecture and Standards. To the extent applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and with FTA Notice, "FTA National ITS Architecture Policy on Transit Projects" 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent Federal directives that may be issued. 14. ADDITIONAL REQUIREMENTS (Master Agreement § 39, 40, 41, 42, 43, 48) To the extent applicable, Consultant agrees to comply with the Federal programs specified below and, with regard to such programs, Consultant agrees not compromise the Commission's compliance with Federal requirements as pertains to the Project. The Programs are as follows: (1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307. (2) Elderly Individuals and Individuals with Disabilities Formula Program authorized under 49 U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, respectively. (3) New Freedom Program authorized under 49 U.S.C. § 5317. (4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 5311(b). (5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308. (6) Job Access and Reverse Commute Formula Grant Program authorized under 49 U.S.C. § 5316. 15. RELEASE OF RETAINAGE (49 CFR 26.29) The Commission shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the Commission of the contract work and pay retainage to prime contractors based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may take place only for good cause and with the Commission's prior written approval. Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sancions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. 32 17336.02300\7552449.1 414 These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subconract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non -DBE prime contractors and subcontractors. 16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by the Federal Transit Authority, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by the Federal Transit Authority, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Commission requests which would cause the Commission to be in violation of the FTA terms and conditions. 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Background and Application The Contract Work Hours and Safety Standards Act is codified at 40 USC 3701, et seq. The Act applies to grantee contracts and subcontracts "financed at least in part by loans or grants from . . . the [Federal] Government." 40 USC 3701(b)(1)(B)(iii) and (b)(2), 29 CFR 5.2(h), 49 CFR 18.36(i)(6). Although the original Act required its application in any construction contract over $2,000 or non -construction contract to which the Act applied over $2,500 (and language to that effect is still found in 49 CFR 18.36(i)(6)), the Act no longer applies to any "contract in an amount that is not greater than $100,000." 40 USC 3701(b)(3)(A)(iii). The Act applies to construction contracts and, in very limited circumstances, non - construction projects that employ "laborers or mechanics on a public work." These non - construction applications do not generally apply to transit procurements because transit procurements (to include rail cars and buses) are deemed "commercial items." 40 USC 3707, 41 USC 403 (12). A grantee that contemplates entering into a contract to procure a developmental or unique item should consult counsel to determine if the Act applies to that procurement and that additional language required by 29 CFR 5.5(c) must be added to the basic clause below. The clause language is drawn directly from 29 CFR 5.5(b) and any deviation from the model clause below should be coordinated with counsel to ensure the Act's requirements are satisfied. 33 17336.02300\7552449.1 415 Contract Work Hours and Safety Standards (1) Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. (3) Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. (4) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. 34 17336.02300\7552449.1 416 EXHIBIT "0" CERTIFICATE REGARDING LOBBYING BY CONTRACTOR Pursuant to 40 CFR Part 34 (which is by this reference incorporated herein), the undersigned certifies, to the best of his or her knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form - LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor: Best Best & Krieger LLP By: By: (Signature) (Signature) (Print Name) (Print Name) (Title) (Title) (Date) (Date) 64 17336.02300\7552449.1 417 Approved by OMB 003480045 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse side for public burden disclosure) 1. Type of Federal action: a. Contract b. Grant c. Cooperative agreement d. Loan e. Loan guarantee f. Loan insurance 2. Status of Federal action: a. Bid/offer application b. Initial award c. Post -award 3. For Year Date Report type: a. Initial filing b. Material changes material change only: Quarter of last report 4. Name and address of reporting entity: Prime Subawardee Tier , if known: 5. If reporting entity in No. 4 is Subawardee, enter name and address of Prime: Congressional District, if known: Congressional District, if known: 6. Federal department/agency 7. Federal program CFDA number, name/description: if applicable: 8. Federal Action Number, if known 9. Award amount, if known $ 10a. Name and address of lobbying entity (If individual: last name, first name, middle initial) (Attach Continuation Sheet(s) 10b. Individuals performing services (including address if different from No. l0a) (last name, first name, middle initial) SF-LLL-A if necessary) 11. Amount of payment ( check all that apply): $ Actual ❑ Planned ❑ 13. Type of payment a. Retainer b. One-time c. Commission d. Contingent e. Deferred f. Other, specify: (check all that apply): fee fee 12. Forum of payment (check all that a. Cash b. In -kind, specify Nature: Value: apply): 14. Brief description of services performed or to be performed and date(s) of service including officer(s), employee(s) or Member(s) contracted for payment indicated in item 11: (Attach Continuation Sheet(s) SF-LLL-A if necessary) 15. Continuation Sheet(s) SF-LLL-A attached: Yes ❑ No ❑ 16. Information requested through this form is authorized by Code 31 U.S.C. Section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi- annually and will be available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure. Signature: Print Name: Title: Telephone No. Date: Federal Use Only Authorized for Local Reproduction Standard Form - LLL 65 17336.02300\7552449.1 418 INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This DISCLOSURE FORM shall be completed by the reporting entity, whether Subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change reports. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency, name if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name for description of the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number, Invitation for Bid (IFB) number, grant announcement number, the contract, grant, or loan award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "IFB P0194R DE -90-001." 66 17336.02300\7552449.1 419 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in items 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter last name, first name, and middle initial. 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in -kind contribution, specify the nature and value of the in -kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just the time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-A continuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title and telephone number. Public reporting burden for this collection for information is estimate to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Office of Management and Budget Paperwork Reduction Project (0348-0446), Washington, D.C. 20503. 67 17336.02300\7552449.1 420 AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Edda Rosso, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Agreement with Perris Elementary School District for Allocation of Funds for the District's Design and Construction of a Wall STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 12-33-066-00 with Perris Elementary School District (PESD) to: a) Reimburse the PESD's design and construction of a wall in the amount of $650,000, plus a contingency amount of $100,000, for a total amount not to exceed $750,000; and b) Grant a license to PESD for the licensed property and the PESD's maintenance and use of the property; 2) Authorize the Executive Director to approve use of the contingency amount as may be required for the project; 3) Authorize the Chair or the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Forward to the Commission for approval. BACKGROUND INFORMATION: Project Status Final design for the Perris Valley Line (PVL) project is underway and nearing completion. The Commission certified the California Environmental Quality Act Environmental Impact Report (EIR) for the PVL on July 25, 2011. The National Environmental Protection Act Final Supplemental Environmental Assessment was approved and a finding of no significant impact was issued on May 24, 2012. Award of the construction contract is contingent on the Federal Transit Administration's (FTA) approval of the project construction grant agreement. Agenda Item 11 421 Background The final EIR for the PVL identified a landscape wall for Nan Sanders Elementary School, indicated that the wall would provide a visual screen between the San Jacinto Branch Line railroad right of way and Nan Sanders Elementary School, and stated that the wall would not serve to mitigate any identified impacts such as noise or safety. The final EIR also indicated that the Commission would fund PESD's design and construction of the wall near Nan Sanders Elementary School. This agreement defines the terms and conditions of PESD's design and construction of the wall; defines the parties' obligations, such as the Commission's approval of the conceptual and final plans and specifications; and establishes the reimbursement amount to PESD for the design and construction of the wall. Staff and PESD have preliminarily reviewed a conceptual cost estimate of $650,000 for the design and construction of the wall. This estimate may be affected by costs not known at this time, and staff recommends a contingency amount not to exceed $100,000, that the Executive Director may use as may be required for the project. Therefore, staff recommends a total reimbursement amount not to exceed $750,000, including the contingency amount of $100,000. Prior to PESD incurring costs that exceed the estimated reimbursement amount of $650,000, written notice and approval by the Executive Director will be required. Staff recommends that FY 2012/13 budgeted funds available in a rail capital project in the amount of $60,000 be transferred to the San Jacinto Branch Line rail capital project for the design costs that are expected to be reimbursed during FY 2012/13. Financial Information In Fiscal Year Budget: Yes N/A Year: 2012/13 2013/14+ Amount: $60,000 $690,000 1989 Measure A Yes (transfer only) Source of Funds: Western Capital County Rail Budget Adjustment: N/A GL/Project Accounting No.: 003800 003834 81 102 221 33 81301 221 33 81 101 81301 $60,000 ($60,000) Fiscal Procedures Approved: \44,,,,/,441 Date: 08/15/2012 Attachment: Draft Agreement No. 12-33-066-00 with PESD Agenda Item 11 422 AGREEMENT NO. 12-33-066-00 REIMBURSEMENT AND LICENSE AGREEMENT THIS REIMBURSEMENT AND LICENSE AGREEMENT ("Agreement") is made and entered into this , 2012 ("Effective Date") by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public agency existing under the authority of the laws of the State of California ("RCTC") and the PERRIS ELEMENTARY SCHOOL DISTRICT ("District"). RCTC and District are sometimes individually referred to as "Party" and collectively as "Parties." RECITALS A. RCTC plans to extend the Metrolink 91 Line from the Riverside Downtown Metrolink Station to the City of Perris. B. The extension of the Metrolink 91 Line, also known as the Perris Valley Line Extension, will utilize the existing BNSF San Bernardino Subdivision, a new connection track, RCTC's San Jacinto Subdivision and will add four new stations to the Metrolink system (the "PVL Project"). C. RCTC certified a Final Environmental Impact Report ("EIR") for the PVL Project on July 25, 2011 (State Clearinghouse No. 2009011046). D. The Final EIR for the PVL Project identified a landscape wall for Nan Sanders Elementary School (the "Wall"), indicated that the Wall would provide a visual screen between the San Jacinto Branch Line railroad right-of-way and Nan Sanders Elementary School, and stated that the Wall would not serve to mitigate any identified impacts such as noise or safety. E. The Final EIR for the PVL Project also indicated that RCTC would fund the District's design and construction of the Wall near Nan Sanders Elementary School. F. RCTC intends, by this Agreement, to allocate funds for the District's design and construction of the Wall, subject to the conditions provided herein. G. RCTC owns the San Jacinto Subdivision in fee as railroad right-of-way and the District desires to enter onto a portion of the railroad right-of-way (the "Licensed Property") for the purpose of building the Wall. H. The Parties desire to enter into this Agreement to: (i) establish the terms for RCTC's reimbursement of design and construction costs that District incurs for the Wall; and (ii) establish the terms for ROTC's grant of a license for the Licensed Property and the District's maintenance and use of the same. NOW THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 17336.02300\7329417.6 423 1. TERMS 1.1 Incorporation of Recitals. The Parties agree that the Recitals constitute the factual basis upon which RCTC and District have entered into this Agreement. RCTC and District each acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated into this Agreement as though fully set forth at length. 1.2 Term, Notice of Completion. The term of this Agreement shall be from the Effective Date until the date the District provides a written notice of completion to RCTC and District's submission of a final invoice or until termination of this Agreement pursuant to Section 3, whichever occurs first. All applicable indemnification provisions of this Agreement shall remain in effect following the expiration or termination of this Agreement. 1.3 Description of Improvement. This Agreement is intended to allocate RCTC funds for the District's design and construction of the Wall to be located near Nan Sanders Elementary School (the "Wall Project"). The Wall Project is more fully described and depicted in Exhibit A, which is attached hereto and incorporated herein by this reference. The Wall Project is subject to modification as requested by the District and approved by RCTC in its sole and absolute discretion. It is understood and agreed that the District shall only expend RCTC funds only as set forth in this Agreement and only for the Wall Project. To this end, any use of funds provided pursuant to this Agreement shall be subject to the review and approval of RCTC. 1.4 Conceptual Design, Plans and Specifications. 1.4.1 Conceptual Design. With direction from RCTC, District shall prepare a conceptual design drawing for the Wall Project and shall obtain RCTC's written approval of a final conceptual design drawing prior to District's submission of final plans and specifications for the Wall Project. Should RCTC, in its sole and absolute discretion, deem it necessary to revise a submitted conceptual design drawing, District shall revise the drawing previously submitted. The conceptual design drawing is not intended to operate as final plans suitable for construction of the Wall Project. 1.4.2 30% Design Review. After RCTC's approval of a conceptual design drawing for the Wall Project and prior to submission of final plans and specifications, District shall provide RCTC with plans and specifications for the Wall Project at the thirty -percent (30%) design stage and obtain RCTC's written approval of the plans and specifications. In its sole and absolute discretion, RCTC may accept or reject any submitted plans or specifications at the thirty -percent design stage and may direct District to revise the same. District shall revise any plans or specifications at the request of RCTC and based upon direction from RCTC. 1.4.3 Final Plans and Specifications. District shall provide RCTC final plans and specifications for the Wall Project and shall obtain RCTC's written approval of the final plans and specifications prior to construction of the Wall Project. In its sole and absolute discretion, RCTC may accept or reject any submitted final plans and specifications. The approved final plans and specifications shall be incorporated into this Agreement and made a part hereof. Either the District or RCTC may initiate revisions to the final plans and specifications. Should District initiate a revision to the final plans and specifications, District shall obtain prior written approval from RCTC. In its sole and absolute discretion, RCTC may accept or reject any proposed revision to the final plans and specifications. No work under any revision shall commence until District has obtained the requisite approval referenced above. 17336.02300\7329417.6 2 424 Any approved revision to the final plans and specifications are hereby incorporated into this Agreement and made a part hereof. 1.5 Construction of Landscape Wall. District shall construct the Wall Project pursuant to the any final plans and specifications or revisions thereto that RCTC has previously approved pursuant to Section 1.4 above. 1.6 Reimbursement Amount. RCTC and District have preliminarily reviewed a conceptual cost estimate for the Wall Project, in addition to proposed specifications that RCTC has prepared, to conclude that the estimated cost to design and construct the Wall Project is the sum of Six Hundred and Fifty Thousand Dollars ($650,000.00) ("Estimated Reimbursement Amount"), which amount may be affected by costs not known to the parties at this time. District may incur additional costs above the Estimated Reimbursement Amount upon prior RCTC approval. Prior to incurring costs that exceed the Estimated Reimbursement Amount ("Excess Costs"), District shall provide written notice of the Excess Costs, an explanation therefor, any supporting documentation and await RCTC's written approval. In its sole and absolute discretion, RCTC may accept or reject any proposed Excess Costs. The Estimated Reimbursement Amount and any approved Excess Costs represent one hundred percent (100%) of the Project Costs, as defined in Sections 1.13.1 and 1.13.2 below, and the maximum amount of funding to be provided by RCTC for the Wall Project. 1.7 RCTC's Representative. RCTC's Executive Director, or his or her designee, shall serve as RCTC's Representative and shall have the authority to act on behalf of RCTC for all purposes under this Agreement. RCTC's Representative shall also review and give approval, as needed, to the details of the District's work as it progresses. 1.8 District's Representative. District hereby designates William E. Gagner, Jr., or his designee, as the District's Representative to RCTC. The District's Representative shall have the authority to act on behalf of the District for all purposes under this Agreement and shall coordinate all phases of the Wall Project under the District's responsibility. District shall work closely and cooperate fully with RCTC's Representative and any other agencies, which may have jurisdiction over, or an interest in, the Wall Project. 1.9 District Responsibilities. District shall be responsible for completion of the Wall Project, which includes: (i) the design of the Wall; (ii) hiring, contracting for or retaining the professional services of architects, engineers, and other professionals as required for the design of the Wall; (iii) construction of the Wall; and (iv) hiring, or contracting with, qualified contractors as required for the construction of the Wall. 1.10 Standard of Care; Licenses. District represents and maintains that it shall implement the Wall Project in a skillful and competent manner and shall only involve in the Wall Project persons or entities skilled in the calling(s) necessary to perform all services, work, duties and obligations required to fully and adequately complete the Wall Project. 1.11 Review of Protect. District shall allow RCTC's Representative to inspect or review the progress of the Wall Project at any reasonable time in order to determine whether the terms of this Agreement are being met. 1.12 Coordination. District acknowledges that it has been informed that RCTC is contemporaneously engaged in other activities related to the PVL Project. RCTC will provide District all information that RCTC deems pertinent and related to scheduling for the PVL Project. 17336.02300\7329417.6 3 425 District shall not impede, hinder or delay RCTC or any contractor in performing work on the PVL Project. District acknowledges that such coordination may require that the District, RCTC, various contractors or members of the public may concurrently use certain facilities and areas and agrees to contact RCTC's Representative upon knowledge of any conflict stemming from such concurrent use. District shall communicate with RCTC's Representative on its work related to the Wall Project, which may connect, complement or interfere with the PVL Project. If any part of District work on the Wall Project depends on the prior or concurrent work of RCTC, District shall promptly notify RCTC's Representative. It is District's responsibility to coordinate with RCTC and should RCTC's work on the PVL Project be delayed as a result of District's work on the Wall Project, District shall be responsible for any delay or additional costs that RCTC incurs on the PVL Project. 1.13 Payment of Reimbursement Amount. 1.13.1 Reimbursable Costs. The Estimated Reimbursement Amount and any approved Excess Costs ("Project Costs") shall include the following items: (i) funds expended in preparation of preliminary engineering; (ii) costs incurred in the preparation of plans, specifications, and estimates by consultants or staff; (iii) staff costs associated with bidding, advertising and awarding of the Wall Project construction contract; (iv) construction costs, including change orders to the Wall Project construction contract approved by the District; and (v) construction management, field inspection and material testing costs. 1.13.2 Excluded Costs. Project Costs shall not include the following items which shall be borne solely by the District without reimbursement: (i) District coordination costs; (ii) District costs attributed to the preparation of invoices, billings and payments; and (iii) any District processing fees attributed to the Wall Project. 1.13.3 Payment. RCTC shall pay District for Project Costs as they are incurred and invoiced subject to the requirements of Sections 1.13.1 and 1.13.2. RCTC's payment shall be applied towards the Project Costs. District shall include supporting documents for all charges requested for reimbursement. 1.13.4 Reimbursement of Expenses. District shall not be reimbursed for any expenses unless authorized in writing by RCTC's Representative. 1.14 Books and Records. District shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Wall Project or under this Agreement. District shall make available for examination by RCTC, its authorized agents, officers or employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to RCTC pursuant to this Agreement. Further, District shall furnish to RCTC, its agents or employees such other evidence or information as RCTC may require with respect to any such expense or disbursement charged by District. All such information shall be retained by the District for at least three (3) years following termination of this Agreement, and RCTC shall have access to such information during the three-year period for the purposes of examination or audit. 1.15 Copies of Materials. RCTC shall have the right to inspect and to obtain for its record copies of all records and materials, which may be prepared by District under this Agreement. 17336.02300\7329417.6 4 426 1.16 Conflict of Interest. For the term of this Agreement, no member, officer or employee of District or RCTC, during the term of his or her services with the District or RCTC, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 1.17 Limited Scope of Duties. RCTC's and the District's duties and obligations under this Agreement are limited to those described herein. RCTC has no obligation with respect to the safety of the Wall Project or project site unless it knows or should know of a dangerous condition or activity and fails to report such condition or activity to the responsible party or otherwise make reasonable corrective efforts. 1.18 Equal Opportunity Employment. District and RCTC represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant of reemployment 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. 1.19 Insurance. District shall require all persons or entities hired to perform work or services on the Wall Project to obtain, and require their sub -consultants and sub -contractors to obtain, insurance of the types and in the amounts described below and satisfactory to RCTC. Such insurance shall be maintained throughout the term of this Agreement, the License or until completion of the Wall Project, whichever occurs last. 1.19.1 Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Wall Project or be no less than two times the occurrence limit. Such insurance shall: (a) Name RCTC, its officials, officers, employees, agents, and consultants as insured with respect to District's performance of the work or services on the Wall Project and District's maintenance or use of the Licensed Property, and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; (b) Be primary with respect to any insurance or self insurance programs covering RCTC, its officials, officers, employees, agents, and consultants; and (c) Contain standard separation of insured provisions. 1.19.2 Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 1.19.3 Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00. Professional liability insurance shall only be required of design or engineering professionals. 1.19.4 Workers' Compensation Insurance. Workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000.00 each accident. 17336.02300\7329417.6 5 427 1.19.5 Railroad Protective Liability Insurance. Railroad protective liability or equivalent form with a single limit of not less than $5,000,000.00 per occurrence. 1.20 Mutual Indemnification. RCTC and District shall defend, indemnify and hold the other Party, its officials, officers, employees, agents, and consultants free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of or incident to any intentional or negligent acts, errors or omissions of the indemnifying Party, its officials, officers, employees, agents, and consultants related to the License, the Licensed Property, and all activities governed by this Agreement, including all design and construction activities. The indemnifying Party's obligation to indemnify includes without limitation the payment of all consequential damages and reasonable attorneys' fees, expert witness fees and other related costs and expenses of defense. The sole exception to the indemnifying Party's obligation to indemnify shall be for acts of negligence or willful misconduct of the indemnified Party, its officials, officers, employees, agents, and consultants. This is a comparative negligence provision and each Party shall bear their own costs to the extent to which they are each negligent. The indemnifying Party shall defend, at its 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 indemnified Party, its officials, officers, employees, agents, and consultants. The indemnifying Party shall pay and satisfy any judgment, award or decree that may be rendered against the indemnified Party, its officials, officers, employees, agents, and consultants in any such suits, actions or other legal proceedings. A Party's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the other Party, its officials, officers, employees, agents, and consultants. 1.21 Assumption of Risk and Waiver. To the maximum extent allowed by law, District assumes any and all risk of loss, damage or injury of any kind to any person or property, including without limitation, the Licensed Property, any other RCTC property, and any other property of, or under the control or custody of, District, which is on or near the Wall. District's assumption of risk shall include, without limitation, loss or damage caused by defects in any structure or improvement on the Licensed Property, accident or fire or other casualty on the Licensed Property, or electrical discharge, and noise or vibration resulting from RCTC's rail operations on or near the Licensed Property. The term "RCTC" as used in this section shall include: (i) any transit or rail -related company operating upon or over RCTC's tracks or other property, and (ii) any other persons or companies employed, retained or engaged by RCTC. District, on behalf of itself and its Personnel, as a material part of the consideration for this Agreement, hereby waives all claims and demands against RCTC for any such loss, damage or injury of District and/or its Personnel. In that connection, District waives, for itself and its Personnel, the benefit of California Civil Code Section 1542, which provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor. The provisions of this section and of Section 1.20 shall survive the termination of this Agreement. As used in this section, "Personnel" means the District, or its officers, directors, affiliates, or anyone directly or indirectly employed by District or for whose acts District is liable. 17336.02300\7329417.6 6 428 1.22 Prevailing Wages. District and any other person or entity hired to perform work on the Wall Project are alerted to the requirements of California Labor Code Sections 1770 et seq., which would require the payment of prevailing wages were the work or any portion thereof determined to be a public work, as defined therein. District shall ensure compliance with these prevailing wage requirements by any person or entity hired to perform work on the Wall Project. The District shall defend, indemnify, and hold harmless RCTC, its officials, officers, employees, volunteers and agents from any claim or liability, including without limitation attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code Sections 1770 et seq. 1.23 Independent Contractor. Any person or entities retained by District or any contractor or consultant of the District shall be retained on an independent contractor basis and shall not be employees of RCTC. Any personnel performing services on the Wall Project shall at all times be under the exclusive direction and control of the District or any District contractor or consultant, whichever is applicable. The District or any District contractor or consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of work or services on the Wall Project and as required by law. The District or any District contractor or consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers' compensation insurance. 2. LICENSE 2.1 Grant of License. At no cost to the District and subject to the terms and conditions hereinafter set forth, RCTC hereby grants to District and its employees, agents and contractors a non-exclusive temporary license in, on, over, and across the Licensed Property for the purposes specified in Section 2.2 below and for no other purpose (the "License"). The Licensed Property is described and depicted in Exhibit B, which is attached hereto and incorporated herein by this reference. 2.2 Purpose of License, Licensee's Responsibilities. District shall use the Licensed Property solely for the following purposes and any activities incidental thereto: (i) to access District property during construction of the Wall Project; (ii) to store construction materials and equipment for the Wall Project during construction of the Wall Project, with the prior written consent of RCTC; (iii) to maintain, repair and restore the Licensed Property pursuant to the terms of this Agreement. District shall be responsible for all costs and services relating to said use. District shall make no other expanded use of the Licensed Property without the express written consent of RCTC. Any District use of the Licensed Property for any other or expanded use without such consent shall constitute a breach of this Agreement entitling RCTC to immediately revoke the License. 2.3 Use Limitations. The License is granted subject to the prior and continuing right and obligation of RCTC (including RCTC's licensees, successors and assigns) to use the Licensed Property for railroad purposes and other consistent uses, including, but not limited to, existing and future transportation, utility, communication and pipeline facilities and appurtenances in, upon, over, across and along the Licensed Property, and there is expressly reserved unto RCTC, and its successors and assigns, the right (consistent with the rights herein granted) to construct, reconstruct, maintain and use existing and future facilities and appurtenances related to the above -referenced uses. 17336.02300\7329417.6 7 429 2.4 Priority of Rights for PVL Project. District's use, construction and/or maintenance in and/or adjacent to the Licensed Property shall not interfere with any railroad operations on RCTC's railroad right-of-way. It is expressly understood and agreed that the Wall Project shall not interfere with the construction of the PVL Project and that District's rights under the License granted herein shall be subservient to the rights of RCTC, RCTC's contractors and assigns, including but not limited to any PVL Project contractor. The Parties hereby agree that the PVL Project construction work shall have priority of rights and shall prevail in any conflict between the construction work required for the Wall Project and the PVL Project work. 2.5 purpose. Right to Enter. RCTC reserves the right to enter the Licensed Property for any 2.6 "As Is" Condition. District accepts the Licensed Property in an "As Is," "Where Is" condition subject to any condition that may exist, without any representation or warranty by RCTC. District acknowledges and agrees that RCTC makes no representations or warranties, express or implied, as to the Licensed Property. District has conducted all inspections of the Licensed Property with full knowledge of any and all conditions of the Licensed Property. 2.7 Term of License. The License shall continue for the term of this Agreement as provided in Section 1.2, unless revoked pursuant to Section 2.13 below. 17336.02300\7329417.6 8 430 2.8 Hazardous Materials Use and Related Indemnity. 2.8.1 Use and Termination/Revocation. District covenants that it will not handle or transport Hazardous Materials on the Licensed Property. As used in this License, "Hazardous Materials" means any chemical, substance or material, which is now or becomes in the future listed, defined or regulated in any manner by any Environmental Law based upon, directly or indirectly, its properties or effects. As used in the preceding sentence, "Environmental Law" means any federal, state or local environmental, health and/or safety - related laws, regulations, standards, decisions of the courts, permits or permit conditions, currently existing or as amended or adopted in the future, which are or become applicable to the District or RCTC's property. In the event the Licensed Property is now or in the future used in the handling or transporting of Hazardous Materials, District agrees fully to comply with all applicable federal, state, and local laws, rules, regulations, orders, decisions and ordinances (hereinafter referred to as "Hazardous Materials Standards") concerning Hazardous Materials. At RCTC's request, District further agrees that it will furnish RCTC with proof, satisfactory to RCTC that District is in such compliance. Any waiver by RCTC of any breach of District's obligation shall not constitute a waiver of RCTC's right to terminate this Agreement or right to revoke the License for any subsequent breach that may occur, or to enforce any other provision of this Agreement. Upon termination of this Agreement or revocation of the License, District shall restore the Licensed Property as herein provided. 2.8.2 Indemnity. Notwithstanding anything else contained in this Agreement and to the extent permitted by law, in case of a breach of the obligations contained in this Section 2.8, regardless of the negligence or alleged negligence of RCTC, District agrees to assume liability for and to save and hold harmless RCTC from and against any and all injuries to any person, including wrongful death, and damage to property, including without limitation, property of RCTC and District, and all related expenses, including without limitation attorneys' fees, investigators' fees and litigation expenses, resulting in whole or in part from District's failure to comply with any Hazardous Materials Standards issued by any governmental authority concerning Hazardous Materials. District, at its cost, shall assume the defense of all claims, in accordance with Section 1.20 hereof. District agrees to reimburse RCTC for all costs of any kind incurred as a result of the District's failure to comply with this Section 2.8, including, but not limited to, fines, penalties, clean-up and disposal costs, and legal costs incurred as a result of District's handling, transporting, or disposing of Hazardous Materials on the Licensed Property. 2.8.3 Inapplicability. It is understood and agreed that if District does not now, or in the future, generate, handle, transport, treat, store or dispose of Hazardous Material (as that term is defined herein) on the Licensed Property, then District is not subject to the provisions of Section 2.8.2. 2.9 Maintenance and Use of Licensed Property. The following general conditions shall apply to the District's maintenance and use of the Licensed Property and to any other District use of the Licensed Property pursuant to this Agreement: 2.9.1 Subject to the approval of RCTC's Representative, or his or her designee, the District shall maintain and use the Licensed Property so that it will not at any time be a source of danger to or interference with the present or future tracks, roadbed and property of RCTC, or the safe operation of its railroad or any other activities on the Licensed Property. District's maintenance or use of the Licensed Property for any purpose shall be subject to RCTC's standards. District shall provide RCTC no less than seventy-two (72) hours prior notice of its desire to enter onto the Licensed Property for any purpose (except for emergency 17336.02300\7329417.6 9 431 maintenance and repairs, in which case District shall notify RCTC as soon as is possible under the circumstances) and shall comply with RCTC's Representative in relation to the proper manner of protecting RCTC's tracks and traffic moving thereon, pole lines, signals, and other property of RCTC, or its tenants or licensees, at or in the vicinity of any Wall Project work, and shall perform such work at such times as shall not endanger or interfere with the safe and timely operation of RCTC's track and other facilities. 2.9.2 District shall notify both the RCTC's Property Agent at (951) 787-7141 and the Burlington Northern Santa Fe Railway Company ("BNSF") Roadmaster at (951) 386- 4061 at least five (5) days prior to the District's maintenance or use of the Licensed Property. BNSF may require that District provide, or reimburse BNSF for, flagging protection when BNSF determines, in its sole and absolute discretion, that District's operations on or adjacent to RCTC's railroad right-of-way present a danger to or will interfere with BNSF facilities or freight operations. District agrees to cooperate with BNSF and to take any action or execute any document or documents that may be reasonably necessary to carry out the flagging protection. District shall coordinate directly with BNSF on the provision of flagging protection or reimbursement for the same. RCTC shall not be responsible for any fees or costs associated with flagging protection that BNSF deems necessary as a result of the Wall Project. 2.9.3 District shall reimburse RCTC within thirty (30) days of receipt of an itemized invoice for all cost and expense that RCTC incurs in connection with the District's maintenance and use of the Licensed Property pursuant to this Agreement, including, but without limitation, the fees and costs pertaining to consultant and engineering review of District's proposed Wall Project improvements, which affect RCTC's rail related improvements, marking of rail and/or utility facilities, the expense of furnishing inspectors, security and flagging protection as RCTC deems necessary, the installation and removal of false work beneath tracks, equipment rentals and restoration of the RCTC railroad right-of-way to the same condition as when District entered thereon. 2.10 Utilities. District shall be solely responsible for payment of utilities used on the Licensed Property including, but not limited to, electricity, gas, local and long distance telephone costs and copying expenses. 2.11 Standards. District shall comply with all standards, specifications, statutes, ordinances, rules, regulations, orders and decisions (hereinafter referred to as "Standards") issued by the American Railway Engineering and Maintenance of Right -Of -Way Association, Burlington Northern Santa Fe Railway Company or any federal, state or local governmental body or agency established thereby including without limitation, the Interstate Railroad Commission, the California Public Utilities Commission and the Southern California Regional Authority, (hereinafter collectively referred to as "Agency"), relating to District's maintenance, use, repair or restoration of the Licensed Property hereunder. In its maintenance, use, repair or restoration the Licensed Property, District shall at all times be in full compliance with all Standards, present or future, set by any Agency, including, but not limited to, Standards concerning air quality, water quality, noise, and Hazardous Materials. In the event District fails to be in full compliance with Standards set by any Agency, RCTC may, but shall not be obligated to, after giving notice of the failure to District, and if District, within thirty (30) days of such notice, fails to correct such non-compliance, take whatever action it determines in its sole discretion to be necessary to protect the Licensed Property and RCTC's railroad and other adjacent property. District shall reimburse the RCTC for all costs (including but not limited to, consulting, engineering, clean-up and disposal, and legal costs) incurred by RCTC as a result of the District's failure to comply with such Standards, and also such costs incurred by RCTC in 17336.02300\7329417.6 10 432 abating a violation of such Standards, protecting against a threatened violation of such Standards, defending any claim of violation of such Standards in any proceeding before any Agency or court, and paying any fines or penalties imposed for such violations. District shall, to the extent permitted by law, assume liability for and shall save and hold harmless RCTC from any claim of a violation of the Standards regardless of the nature thereof or the Agency or person asserting such claim, which results from District's maintenance, use, repair or restoration of the Licensed Property, whether such claim arises in whole or in part from the negligence or alleged negligence of the RCTC or otherwise. District, at its cost, shall assume the defense of all such claims as provided for in Section 1.20 hereof. 2.12 Tests and Inspections. RCTC shall have the right at any time to inspect the Licensed Property so as to monitor compliance with this Agreement. If, in RCTC's sole judgment, any installation on, or use or condition of RCTC's railroad right-of-way may have an adverse effect on the same, adjacent property (whether or not owned by RCTC) or RCTC's operations, RCTC shall be permitted to conduct any tests or assessments, including but not limited to environmental assessments, of, on or about the Licensed Property, as it determines to be necessary or useful to evaluate the condition of the Licensed Property. District shall cooperate with RCTC in any tests or inspections deemed necessary by RCTC. District shall pay or reimburse RCTC, as appropriate, for all reasonable costs and expenses incurred due to the tests, inspections or any necessary corrective work and inspections thereafter within thirty (30) days of a request for payment. 2.13 Revocation of License. If, at any time, District shall fail or refuse to comply with or carry out any of its obligations under this Agreement, RCTC may, at its election, immediately revoke the License granted herein. RCTC may also revoke the License granted herein in the event that RCTC determines in its sole and absolute discretion that it requires the Licensed Property for its own uses, which determination shall be made by RCTC's Representative, or his or her designee, and shall not require proof of or satisfaction of any legal standard of necessity. Should RCTC exercise this option, RCTC may revoke and terminate the License granted herein by providing thirty (30) days written notice to District of its intent to terminate the License. 2.14 Repair and Restoration. District shall return the Licensed Property, or any other present future tracks, roadbed or other RCTC property and improvements that District uses in connection with the exercise of the License (collectively "Other Property"), to its original condition prior to District's use of the License. If District causes any damage to the Licensed Property or Other Property, District shall repair and restore the Licensed Property and Other Property to their original condition prior to District's use of the License. District shall perform the repair and restoration required hereunder prior to the expiration of the License, or within ten (10) days of its earlier revocation. In case District shall fail to restore the Licensed Property and Other Property as provided above within the time limits specified herein, RCTC may proceed with such work at the expense of District or may assume title and ownership of any property of District located on RCTC's property. No termination of this Agreement or expiration or revocation of the License shall release District from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date the Licensed Property or Other Property is repaired or restored as provided above. In the event that repair and restoration is performed following the termination of this Agreement or expiration or revocation of the License, the District's indemnity and insurance obligations contained in Sections 1.19 and 1.20 shall continue until repair and restoration is completed as provided herein. 17336.02300\7329417.6 11 433 2.15 Title to RCTC Property. The Parties agree that fee title to the Licensed Property, shall at all times remain fully vested in RCTC. District shall neither file, record, nor permit the recording or filing of, any lien, including any mechanics or other lien(s), claim(s) or encumbrance(s) of any nature with respect to the License or any portion of the Licensed Property, nor shall the District use or permit to be used any portion of the Licensed Property, or the License, to be used as security for any transaction of any kind. District shall immediately remove any lien(s), claim(s) or encumbrance(s) of any kind, including any security obligation of any nature, which District causes or permits to be filed or recorded against any portion of the Licensed Property. District's failure to keep the Licensed Property free of any and all liens, claims and encumbrances of any nature, including any security obligation, shall constitute a breach of this Agreement entitling the District to immediately revoke the License and institute proceedings in law or in equity against the District. Notwithstanding the foregoing, District's obligation to remove liens, claims, encumbrances or security obligations pursuant to this Section 2.15 shall survive any revocation of the License or termination of this Agreement. If District fails to promptly remove any lien(s), claim(s) or encumbrance(s) caused or permitted by District to be filed or recorded against the Licensed Property and any judgment is entered thereon or thereunder, District shall immediately pay that judgment. Should District fail, neglect, or refuse to promptly remove any lien or claim or to immediately pay any judgment, RCTC shall have the right, but not the obligation, to pay any amount required to release any such liens or claims, or to defend any action brought on the liens or claims and to pay any judgment entered on the liens or claims; and District shall be liable to RCTC for all costs, damages, reasonable attorneys' fees, and any amounts expended in defending any proceedings or in the payment of any of said liens or claims or any judgment obtained therefor. RCTC may invoice the District for any costs incurred by District's failure to abide by any of its obligations pursuant to this Section 2.15, and District shall pay such invoice within no more than thirty (30) days. District's obligations to indemnify RCTC pursuant to Section 1.20 of this Agreement and RCTC's rights and remedies pursuant to Section 4.4 of this Agreement are expressly incorporated by reference into this Section 2.15. 3. TERMINATION 3.1 Notice. Either RCTC or District may, by written notice to the other Party, terminate this Agreement for cause in whole or in part, by giving written notice to the other Party of such termination and specifying the effective date thereof. Upon District's termination of this Agreement or receipt of a written notice of termination from RCTC, District shall cease further expenditure of funds for which it expects reimbursement for. 3.2 Effect of Termination. Upon RCTC or District's termination, RCTC shall provide funds to compensate District for portion(s) of the Wall Project that District has satisfactorily completed through the date of termination. District shall provide documentation deemed adequate by RCTC's Representative to show the Project Costs incurred and improvements actually completed prior to the date of termination. Termination of this Agreement shall immediately and automatically result in revocation of the License granted pursuant to Section 2.1 above. This Agreement shall terminate seven (7) days following receipt by either Party of a written notice of termination. 4. ENFORCEMENT OF AGREEMENT 4.1 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the County of Riverside, California, regardless of the order of the 17336.02300\7329417.6 12 434 signatures of the Parties affixed hereto. Any litigation or other legal proceedings which arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for Riverside County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within or for the County of Riverside, California and hereby waive any defenses or objections thereto including defenses based on the doctrine of forum non conveniens. 4.2 Disputes. In the event of any dispute arising under this Agreement, the injured Party shall notify the injuring Party in writing of its contentions by submitting a claim therefor. The injured Party shall continue performing its obligations hereunder so long as the injuring Party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Executive Director or his or her designee. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any Party's right to take legal action in the event that the dispute is not cured. 4.3 Waiver. No delay or omission in the exercise of any right or remedy of a non - defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Either Parties' consent or approval of any act by the other Party requiring its consent or approval shall not be deemed to waive or render unnecessary its consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 4.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. All representations, warranties and promises to indemnify shall survive the termination, abandonment, or completion of this Agreement. 4.5 Legal Action. In addition to any other rights or remedies, any Party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 4.6 Attorneys' Fees. If any Party commences an action against any of the other Parties arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing Party. 5. MISCELLANEOUS TERMS 5.1 Notices, Demands and Communications between the Parties. 5.1.1 Formal notices, demands and communications between RCTC and District shall be deemed sufficiently given if: (i) dispatched by registered or certified mail via the United States Postal Service, postage prepaid, return receipt requested, as designated in this Section; or (ii) by messenger service for immediate personal delivery; or (iii) by electronic transmittal, including fax transmissions with telephonic verification receipt. Such written notices, 17336.02300\7329417.6 13 435 demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate by written notice to the other Party. 5.1.2 All notices, demands and communications shall be sent, as follows: TO RCTC: TO DISTRICT: RIVERSIDE COUNTY PERRIS ELEMENTARY SCHOOL TRANSPORTATION COMMISSION DISTRICT 4080 Lemon Street, 3rd Floor Riverside, California 92501 Attention: Contract Administration COPY TO: Best Best & Krieger LLP 3390 University Avenue, 5th Floor Riverside, California 92501 Attention: General Counsel 143 East 1st Street Perris, California 92570 Attention: Director of Maintenance and Operations 5.1.3 Notices that are dispatched by registered or certified mail through the United States Postal Service shall be deemed to be received, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, five (5) days after deposit with the United States Postal Service. Notices that are dispatched by messenger for immediate personal delivery services shall be deemed received upon the day dispatched. Notices dispatched by express delivery services shall be deemed received upon execution of the delivery receipt by the Party receiving such notices. Notices dispatched through electronic transmittals shall be deemed received upon telephonic verification of such receipt. 5.2 Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 5.3 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. 5.4 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 5.5 Third Party Beneficiaries. This Agreement and the performance of RCTC's and District's obligations hereunder are for the sole and exclusive benefit of RCTC and District. No person or entity who or which is not a signatory to this Agreement shall be deemed to be benefited or intended to be benefited by any provision hereof, and no such person or entity shall acquire any rights or causes of action against either RCTC or District hereunder as a result of RCTC's or District's performance or nonperformance of their respective obligations under this Agreement. 17336.02300\7329417.6 14 436 5.6 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days, except as otherwise specified in this Agreement. All references to District include all officials, officers, employees, personnel, agents, volunteers, contractors, subcontractors, consultants, and subconsultants of District, except as otherwise specified or limited in this Agreement. All references to RCTC include its officials, officers, employees, personnel, agents, volunteers, contractors, subcontractors, and consultants and subconsultants, except as otherwise specified or limited in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 5.7 Legal Counsel. Each Party acknowledges that: (i) it has read this Agreement; (ii) it has had the opportunity to have this Agreement explained to it by legal counsel of its choice; (iii) it is aware of the content and legal effect of this Agreement; and (iv) it is not relying on any representations made by the other Party or any of the employees, agents, representatives, or attorneys of the other Party, except as expressly set forth in this Agreement. 5.8 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 5.9 Binding Effect. The terms of this Agreement shall inure to the benefit of, and shall be binding upon, each of the Parties and their respective successors and assigns. 5.10 Authorized Representatives. The person or persons executing this Agreement on behalf RCTC and District warrant and represent that he/she has the authority to execute this Agreement on behalf of that Party and that he/she has the authority to bind that Party to the performance of its obligations hereunder. 5.11 Entire Agreement. This Agreement constitutes the entire and integrated agreement of RCTC and District with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. [SIGNATURES ON FOLLOWING PAGE] 17336.02300\7329417.6 15 437 SIGNATURE PAGE TO REIMBURSEMENT AND LICENSE AGREEMENT IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the date first above written. RIVERSIDE COUNTY TRANSPORTATION PERRIS ELEMENTARY SCHOOL DISTRICT COMMISSION By: By: John J. Benoit Chair Signature Name Title APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Best Best & Krieger LLP District Counsel General Counsel 17336.02300\7329417.6 16 438 EXHIBIT "A" DESCRIPTION AND DEPICTION OF WALL PROJECT 17336.02300\7329417.6 Exhibit A 439 EXHIBIT "B" DESCRIPTION AND DEPICTION OF LICENSED PROPERTY 17336.02300\7329417.6 Exhibit B 440 AGENDA ITEM 12 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Lisa DaSilva, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: Status of the Construction Bid Opening of the Interstate 215 Central Widening Project from Scott Road to Nuevo Road, in the City of Perris STAFF RECOMMENDATION: This item is for the Committee to receive an update on the bid opening for the construction of the Interstate 215 Central widening project from Scott Road to Nuevo Road, in the city of Perris. BACKGROUND INFORMATION: On August 14, 2012, the Commission opened bids for the construction of 1-215 Central widening project from Scott Road to Nuevo Road, in the city of Perris. This project widens 1-215 from four mixed flow lanes (two lanes in each direction) to six mixed flow lanes (three lanes in each direction). This will extend the third lane currently in its final stages of construction on the 1-215 South widening project from Scott Road to Nuevo Road resulting in three continuous mixed flow lanes in each direction from 1-15 to the 60/215 East Junction interchange. The project construction was advertised on June 20, 2012, and six bids were received and opened. A summary of the bids received is shown in Table A: Table A 1-215 Central Widening Project Bid Summary Firm (In order from low bid to high bid) Bid Amount 1 Skanska U.S.A $67,262,000 2 Chumo $68,313,602 3 Griffith $69,586,046 4 Security Paving Co. $69,696,969 5 Coffman $72,655,000 6 Atkinson $74,200,693 Agenda Item 12 441 The engineer's estimate was $82.4 million. The apparent lowest bid was almost 20 percent lower than the engineer's estimate. The basis for award for a public works contract is the lowest responsive and responsible bidder as defined by the Commission procurement policy and state law. The Commission construction management consultant is currently completing the bid analysis that will help determine which bids are responsive and responsible. The results of the bid analysis along with the recommended Commission action will be presented at the next Commission meeting. The construction phase of this project is 100 percent funded with corridor mobility improvement account and state transportation improvement program funds. At the September Commission meeting, staff will recommend award of Agreement No. 12-31-081-00 for the construction of the project to the lowest responsible and responsive bidder. Construction activity is expected to begin in January 2013 and will take about 3.5 years. The ribbon cutting ceremony for the 1-215 South project and the ground breaking ceremony for the 1-215 Central project will be a combined event in the October/November time frame. Agenda Item 12 442 AGENDA ITEM 13 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Patricia Castillo, Capital Projects Manager THROUGH: Marlin Feenstra, Project Delivery Director SUBJECT: List of Pre -Qualified Firms and Agreements for On -Call Station Repair and Maintenance Services STAFF RECOMMENDATION: This item is for the Committee to: 1) Award the following agreements to provide on -call station repair and maintenance services for a three-year term, and two one-year options to extend the agreements, in an amount not to exceed an aggregate value of $ 1,250,000: a) Agreement No. 12-24-085-00 with ProCell, Inc; and b) Agreement No. 12-24-116-00 with Braughton Construction, Inc; 2) Authorize the Executive Director, or her designee, to execute task orders awarded to the contractors under the terms of the agreements; 3) Authorize the Chair, or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 4) Forward to the Commission for final action. BACKGROUND INFORMATION: The Commission owns and operates five commuter rail stations (Downtown Riverside, La Sierra, North Main Corona, Pedley, and West Corona) and one transit center located in Riverside County. Station maintenance services are essential to preserve and maintain the Commission's property investments. In January 2008, the Commission approved the current on -call maintenance contract with ProCell, Inc., which expires on December 31, 2012. On -call services will be used on an as needed basis to address repairs and maintenance of the stations as required. Pricing for on -call services would be based upon fixed labor rates and pre -established mark-up on materials. In order to maximize competitive pricing and provide adequate resources to address the sizable and varied workload, staff recommends the establishment of an on -call bench of two qualified contractors. The competitive task order format ensures that the Agenda Item 13 443 Commission is getting a fair and reasonable price for services provided under each task order awarded by the Commission. Procurement Process Request for Proposals (RFP) No. 12-24-085-00 was released by staff and advertised on May 31, 2012. A pre -proposal conference/job walk was held at the Downtown Riverside Station on June 6, 2012, and five firms attended. Commission staff responded to all questions submitted by potential proposers prior to the June 14, 2012, deadline date. Three firms — Braughton Construction, Inc.; ProCell, Inc.; and Real Estate Consulting & Services, Inc — submitted proposals prior to the June 28, 2012, submittal deadline. Each of the three firms submitted responsive and responsible proposals. The weighted factor of source selection was determined by staff to be the most appropriate for this procurement. This method allows the Commission to identify the most advantageous proposal with price and technical factors considered. Non - price technical factors used to evaluate the proposers under this RFP include elements such as experience, qualifications, personnel and the firms' ability to respond to the requirements set forth under the terms of the RFP. Utilizing the evaluation criteria set forth in the RFP, the three firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. Since the on -call bench was limited to a maximum of two firms under the terms of the RFP, the list of recommended awardees, in descending order, ranked as follows: Braughton Construction, Inc. and ProCell, Inc. The respective proposers' rates are considered fair and reasonable based upon adequate price competition. Further, if the agreements are awarded, each task order issued by the Commission will be competed between the on -call bench contractors to ensure fair and reasonable pricing is established for the required services. Agenda Item 13 444 Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2012/13 FY 2013/14+ Amount: $200,000 $1,050,000 Source of Funds: Local Transportation Fund funds Budget Adjustment: No 244001 73315 00000 0000 103 24 73315 244002 73315 00000 0000 103 24 73315 GL/Project Accounting No.: 244003 244004 73315 73315 00000 0000 00000 0000 103 24 103 24 73315 73315 244006 73315 00000 0000 103 24 73315 244010 73315 00000 0000 103 24 73315 Fiscal Procedures Approved: \P,,14 Date: 08/14/2012 Attachment: Standard Form On -Call Professional Services Agreement Agenda Item 13 445 Agreement No. 12-24-085-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONTRACT FOR ON -CALL STATION REPAIR AND MAINTENANCE SERVICES WITH [ CONTRACTOR 1 1. PARTIES AND DATE. This Contract is made and entered into this day of , 20 by and between the Riverside County Transportation Commission, a California public agency with its principal place of business at 4080 Lemon Street, Third Floor, Riverside, California 92502-2208 ("Commission") and [***INSERT NAME***], a [***INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY***] with its principal place of business at [***INSERT ADDRESS***] ("Contractor"). Commission and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract. 2. RECITALS. 2.1 Commission. Commission is a public agency organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain repair and maintenance services required by the Commission on the terms and conditions set forth in this Contract and in the task order(s) to be issued pursuant to this Contract and executed by the Commission and Contractor ("Task Order"). Contractor represents that it is experienced in providing on -call commuter rail repair and maintenance services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that it is familiar with the plans of Commission. 2.3 Project. Commission desires to engage Contractor to render repair and maintenance services, on an on -call basis. Work shall be ordered by Task Order(s) to be issued pursuant to this Contract for future projects as set forth herein (each such project shall be designated a "Project" under this Contract). 3. TERMS 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, specifications and documents therein, and attachments and addenda thereto: [***INSERT APPLICABLE DOCUMENTS***]. 3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to Commission all labor, materials, tools, equipment, services, and incidental and customary work, on an on -call basis, as 1 446 necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the "Work"). The types of Work to be provided is generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Work shall be more particularly described in the individual Task Order issued by the Commission's Executive Director or designee. No Work shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "D". All Work shall be subject to, and performed in accordance with this Contract, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.3 Change in Scope of Work. Any change in the scope of the Work identified under a Task Order, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work to be performed under a Task Order shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the Commission. 3.4 Commencement of Work. Contractor shall commence performance of the Work identified under a Task Order within five (5) days of receipt of a fully executed Task Order. Contractor shall perform its Work in strict accordance with any completion schedule, maintenance schedule or project milestones developed by the Commission and included in the Task Order. 3.5 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the Commission, any work necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the Commission to be uncooperative, incompetent, a threat to the safety of persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the Commission, shall be promptly removed from the Project by the Contractor and shall not be re-employed on the Work. 3.6 Control and Payment of Subordinates; Contractual Relationship. Commission retains Contractor on an independent contractor basis and Contractor is not an employee of Commission. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such 2 447 additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.7 Commission's Basic Obligation. Commission agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained, and contained in any applicable Task Order, for the sum as shall be set forth in the relevant Task Order. 3.8 Compensation and Payment. 3.8.1 Amount of Compensation. IF THERE IS A MAXIMUM COMPENSATION AMOUNT TO BE PROVIDED IN THE CONTRACT, INCLUDING ANY TASK ORDERS, INSERT THE FOLLOWING LANGUAGE: Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit "E" attached hereto and incorporated herein by reference. The maximum compensation for Work to be provided pursuant to each Task Order shall be set forth in the relevant Task Order ("Total Task Order Price"). The total compensation to be provided under this Contract, in the aggregate, shall not exceed [INSERT WRITTEN DOLLAR AMOUNT] [INSERT NUMERICAL DOLLAR AMOUNT] ("Total Compensation") without written approval of the Commission's Executive Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Contract. IF THERE IS NOT A MAXIMUM COMPENSATION AMOUNT TO BE PROVIDED IN THE CONTRACT, THEN INSERT THE FOLLOWING LANGUAGE: Contractor shall receive compensation, including authorized reimbursements, for all Work rendered under this Contract at the rates set forth in Exhibit "E" attached hereto. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without written approval of the Commission's Executive Director ("Total Task Order Price"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Contract. NOTE: USE ONLY THE APPLICABLE PROVISION AND DELETE THE OTHER. 3.8.2 Payment of Compensation. If the Work under a Task Order is scheduled for completion in thirty (30) or less calendar days, Commission will arrange for payment of the Total Task Order Price upon completion and approval by Commission of the Work. If the Work is scheduled for completion in more than thirty (30) calendar days, Commission will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the Commission an itemized application for payment in the format supplied by the Commission indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the Commission may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values for a Task Order upon request of the Commission and in such detail and form as the Commission shall request, showing the quantities, 3 448 unit prices, overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments. 3.8.3 Contract Retentions. Commission may, from each approved progress estimate under a Task Order, deduct and retain ten percent (10%), and the remainder will be paid to Contractor. 3.8.4 Other Retentions. In addition to Contract retentions, the Commission may deduct from each progress payment under a Task Order an amount necessary to protect Commission from loss because of: (1) any sums expended by the Commission in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (2) defective Work not remedied; (3) stop notices as allowed by state law; (4) reasonable doubt that the Work can be completed for the unpaid balance of the compensation amount or within the scheduled completion date; (5) unsatisfactory prosecution of the Work by Contractor; (6) unauthorized deviations from the Contract or Task Order; (7) failure of the Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by Commission during the prosecution of the Work; (8) erroneous or false estimates by the Contractor of the value of the Work performed; (9) any sums representing expenses, losses, or damages as determined by the Commission, incurred by the Commission for which Contractor is liable under the Contract; and (10) any other sums which the Commission is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the Commission to deduct any of these sums from a progress payment shall not constitute a waiver of the Commission's right to such sums. 3.8.5 RESERVED. 3.8.6 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and in accordance with all laws. 3.8.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the Commission at the time of payment. To the extent that title has not previously been vested in the Commission by reason of payments, full title shall pass to the Commission at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the Commission, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 3.9 Termination. This Contract may be terminated by Commission at any time by giving Contractor three (3) days advance written notice. In the event of termination by Commission for any reason other than the fault of Contractor, Commission shall pay Contractor for all Work performed up to that time as provided 4 449 herein. In the event of breach of the Contract by Contractor, Commission may terminate the Contract immediately without notice, may reduce payment to the Contractor in the amount necessary to offset Commission's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, Commission may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. 3.10 Completion of Work. When the Contractor determines that it has completed the Work required under a Task Order, Contractor shall so notify Commission in writing and shall furnish all labor and material releases required by this Contract. Commission shall thereupon inspect the Work. If the Work is not acceptable to the Commission, the Commission shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the Commission. Once the Work is acceptable to Commission, Commission shall pay to Contractor the Total Task Order Price remaining to be paid, less any amount which Commission may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code. 3.11 Commission's Representative. The Commission hereby designates [***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the performance of this Contract ("Commission's Representative"). Commission's Representative shall have the power to act on behalf of the Commission for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the Commission's Representative or his or here designee. 3.12 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the Commission ("Contractor's Representative"). Following approval by the Commission, the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work, using his 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 Work under this Contract. Contractor's Representative shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the Commission, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the Commission's written approval. 5 450 3.13 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from Commission, the matter shall be referred to Commission's Representative, whose decision shall be binding upon Contractor. 3.14 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, and in a relevant Task Order, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by Commission. However, Contractor shall be responsible for damage proximately caused by Acts of God, within the meaning of Section 4150 of the California Government Code, only to the extent of five percent (5%) of the Total Task Order Price as specified herein. In the event of damage proximately caused by "Acts of God," the Commission may terminate this Contract upon three (3) days advanced written notice. 3.15 Indemnification. Contractor 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 Contractor, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Work, the Project, any Task Order or this Contract, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. Contractor 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. Contractor 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. Contractor 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. Contractor'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. 3.16 Insurance. 3.16.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the Commission that the subcontractor has secured all insurance required under this section. 3.16.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to 6 451 persons or damages to property which may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage: 3.16.2.1 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); (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders'/All Risk: Builders'/AII Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the Commission). 3.16.2.2 Minimum Limits of Insurance. Contractor 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 a general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Contract/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; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Builders'/All Risk: Completed value of the project. 3.16.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the Commission to add the following provisions to the insurance policies: 3.16.3.1 General Liability. (1) The Commission, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Contractor, 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, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it. 3.16.3.2 Automobile Liability. (1) The Commission, its directors, officials, officers, employees, agents and volunteers 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 Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the 7 452 Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 3.16.3.3 Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. 3.16.3.4 Railroad Protective Liability. In addition to any other forms of insurance required under this section 3.12.4, Contractor shall be required to acquire and keep in force railroad protective liability insurance in connection with any construction activates undertaken with respect to any Task Order or the Work either directly by Contractor or by its subcontractors. 3.16.3.5 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and (2) 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, agents and volunteers. 3.16.4 RESERVED. 3.16.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Commission, its directors, officials, officers, employees, agents and volunteers. 3.16.6 RESERVED. 3.16.7 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the Commission. Contractor 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, agents and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.16.8 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. 3.16.9 Verification of Coverage. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Contract 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 8 453 coverage on its behalf, and shall be on forms supplied or approved by the Commission. 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. 3.16.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 3.16.11 Reporting of Claims. Contractor shall report to the Commission, in addition to Contractor's insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract. 3.17 Bond Requirements. 3.17.1 Payment Bond. If the Total Task Order Price for a Task Order exceeds $25,0000, Contractor shall execute and provide to Commission, concurrently with its execution of a Task Order, a Payment Bond in 100% of the amount of the relevant Task Order and in a form provided or approved by the Commission. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.17.2 Performance Bond. If specifically requested by Commission as part of a Task Order, Contractor shall execute and provide to Commission concurrently with this Contract a Performance Bond in an amount required by the Commission and in a form provided or approved by the Commission. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the Commission. 3.17.3 Bond Provisions. Should, in Commission's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from Commission. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the Commission, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the Commission. To the extent, if any, that the Total Task Order Price is increased in accordance with the Contract, the Contractor shall, upon request of the Commission, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the Commission. To the extent available, the bonds shall further provide that no change or alteration of the Contract (including, without limitation, an increase in the Total Task Order Price, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the Commission may terminate the Contract for cause. 9 454 3.17.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California -admitted surety with a current A.M. Best's rating no less than A:VIII and satisfactory to the Commission. If a California -admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the Commission. 3.18 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor 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, adequate life protection and life saving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fall protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 3.19 Warranty. Contractor warrants all Work under the Contract and each Task Order (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non -conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance of the work on a Task Order, Contractor shall within ten (10) days after being notified in writing by the Commission of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the Commission in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the Commission may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees 10 455 of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the Commission, regardless of whether or not such warranties and guarantees have been transferred or assigned to the Commission by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the Commission. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the Commission, the Commission shall have the right to correct and replace any defective or non -conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the Commission for any expenses incurred hereunder upon demand. 3.20 Laws and Regulations. Contractor 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 Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the Commission in writing. Any necessary changes shall be made by written change order. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, the Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.21 Permits and Licenses. Contractor shall be responsible for securing any permits or licenses necessary to perform the Work described herein. 3.22 Trenching Work. If the Total Task Order Price under a Task Order exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for Commission's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. 3.23 Hazardous Materials and Differing Conditions. If a Task Order this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify Commission of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class I II disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by Commission; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, Commission shall promptly investigate the 11 456 conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 3.24 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, Commission shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of Commission to provide for removal or relocation of such utility facilities. 3.25 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Commission has on file at its office a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Work available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.26 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. 3.27 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. 12 457 3.28 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 3.29 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's 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 Work. A certification form for this purpose, which is attached to this Contract as Exhibit "C" and incorporated herein by reference, shall be executed simultaneously with this Contract. 3.30 Labor and Material Releases. Contractor shall furnish Commission with labor and material releases from all subcontractors performing work on, or furnishing materials for, the work governed by this Contract prior to final payment by Commission. 3.31 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. 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. 3.32 Anti -Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the Commission all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the Commission tender final payment to the Contractor, without further acknowledgment by the Parties. 3.33 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: Commission Riverside County Transportation Commission Riverside County Regional Complex 4080 Lemon Street, Third Floor Attn: [***INSERT NAME***] Contractor [***I N SERTNAM E***] [***INSERT ADDRESS***] [***INSERT ADDRESS***] Attn: [***INSERT NAME***] 13 458 Any notice so given shall be considered received by the other Party three (3) days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.34 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. 3.35 Time of Essence. Time is of the essence in the performance of this Contract. 3.36 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of Commission. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, Commission may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. 3.37 Governing Law. This Contract shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.38 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original. 3.39 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. 3.40 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 Contract, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action. 3.41 RESERVED. 3.42 Prohibited Interests. 3.42.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor 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 Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, Commission shall have the right to terminate this Contract without liability. 14 459 3.42.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. In addition, Contractor agrees to file, or to cause its employees or subcontractors to file, a Statement of Economic Interest with the Commission's Filing Officer as required under state law in the performance of the Work. 3.43 Certification of License. Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature. 3.44 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver and perform the Contract. Each Party warrants that the individuals who have signed this Contract have the legal power, right and authority to make this Contract and bind each respective Party. 3.45 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Contract, including, but not limited to, the indemnification obligations, shall survive any such expiration or termination. 3.46 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.47 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Contract as though fully set forth herein. 3.48 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [signatures on following page] 15 460 SIGNATURE PAGE TO AGREEMENT NO. 12-24-085-00 IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written. RIVERSIDE COUNTY [***INSERT CONTRACTOR'S TRANSPORTATION COMMISSION NAME***] By: By: [***INSERT NAME***] [***INSERT NAME***] [***INSERT TITLE***] [***INSERT TITLE***] Approved as to Form: Attest: By: By: Best Best & Krieger LLP General Counsel Its: Secretary Classification of Contractor's License 16 461 CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700, et seq., of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract Firm's Name By: [***INSERT NAME***] [***INSERT TITLE***] 17 462 Exhibit "A" Scope of Services 18 463 A. SCHEDULING OF WORK The Contractor shall accomplish all routine maintenance required under this Contract between the hours of 8:00 a.m. and 3:30 p.m. Monday through Friday unless otherwise authorized or directed by the Commission. The Commission may provide, on an individual basis, permission to perform maintenance at other hours or on the weekends. B. PROCEDURES FOR THE DEVELOPMENT OF TASK ORDERS 1. The Commission will provide the Contractor with a description of Work it wishes Contractor to perform under this Contract. The description shall include sufficient detail to permit the Contractor to provide a Task Order Price, including the ability to cost any special insurance, bonding or other costs associated with the requested Work. 2. As needs arise, the Commission will develop a brief scope of work and select a consultant from the list of bench consultants depending on the type of support needed and the qualification of the firm. The selected consultant will respond by providing information about the level of effort required to perform the required services. This will be documented on a pre -approved Contract Task Order (CTO). Rates and cost for each CTO will be in accordance with rates indicated in the price schedules. Upon approval by the Commission's Project Manager, a CTO will be issued on a time and expense basis. The consultant will be required to commence work within five days or sooner after receiving a fully executed CTO. 3. The Commission and Contractor will work cooperatively to address any issues and negotiate a final Task Order and Task Order Price. Such negotiations shall be limited to the price and the scope of Work to be performed. 4. The Commission shall prepare, sign and deliver to the Contractor for signature a Task Order consistent with the negotiations and include sufficient exhibits and documentation to fully memorialize the understanding of the parties with respect to price and the Scope of Work to be performed under the Task Order. 5. The Contractor shall sign and deliver to the Commission the signed copies of the Task Order within two (2) days of receipt of a Task Order executed by an authorized representative of the Commission. 6. Unless otherwise provided for within the Task Order, the Contractor shall commence the Work provided for in the Task Order within five (5) days of Contractor's delivery of the fully executed Task Order to Commission, and without the need for further notice or authorization by the Commission. C. STORM WATER POLLUTION PREVENTION PROGRAM (SWPPP) 19 464 1. Contractor shall ensure that all employees and subcontractor employees are trained and are aware of the following Site Specific Storm Water Pollution Prevention Requirements: a. No discharge of fertilizers, pesticide, and wastes into street or storm drains; b. No blowing or sweeping debris into street or storm drains; c. No hosing down of the parking lot; d. No vehicle washing or maintenance on site; e. Close dumpster lids at all time; f. No disposing of wash water into street or storm drains; and g. Remove all foreign objects (leaves, cans, cigarette butts, paper etc.) from in front of drainage inlets and gutter areas. 2. The Contractor shall provide annual refresher training on the Site Specific Storm Water Pollution Prevention Requirements to its employees and subcontractors. 3. The Contractor shall document the training on the attached Site Specific Stann Wat.er Pollution Prevention Training Log and provide it annually to RCTC. Form included in Attachment A. D. CHEMICALS 1. Contractor shall provide a list of all chemicals that are proposed to be used on the project. This list shall be submitted to RCTC for review and approval, prior to use of the chemicals. 2. Contractor shall provide Material Safety Data Sheets (MSDS) for all chemicals that are to be used on the project. 3. Contractor shall ensure the field crews carry copies of the MSDS for all chemicals they have while on -site. 4. Contractor is encouraged to use bio-degradable or environmentally friendly chemicals. 5. Contractor shall ensure that all employees are properly trained in the use and handling of the approved chemicals. 6. Contractor shall ensure that all employees, including subcontractors, utilize the proper PPE as specified by the chemical or the Contractor's safety plan, whichever is most stringent. ON -CALL MAINTENANCE The following list is a non -exhaustive list of tasks that may be requested to be provided by the Contractor: A. POTENTIAL FUTURE MAINTENANCE OUTSIDE OF RAILROAD RIGHT-OF-WAY 1. Asphalt repairs within parking lot or bus lane -cold patch or saw cut, removal and placement of hot mix, place guard top slurry seal. 2. Parking stalls striping or stenciling. 3. Concrete curb painting. 20 465 4. Concrete wheel stop removal, replacement, purchase, and installation. 5. Miscellaneous painting touch up on canopies, towers, benches, handrail/guardrail, trash cans, trash dumpster gates, walls inside of the pedestrian overcrossings, light poles, monuments and •other areas as necessary. 6. Repairs to the walls inside of the pedestrian overcrossings. 7. Repairs to Stucco walls and columns. 8. Clean out plugged drains- toilet, sink, platform, and drinking faucets. 9. Repair, patch, or replace damaged concrete curb, gutter, platform, sidewalk, handicap ramps, mini -ramps, stairs, color concrete, etc. 10. Repair or patch roofing. 11. Remove, • replace, purchase, and install Station Signage on post, light poles, CCTV poles, columns, and walls 12. Perform various plumbing maintenance/repairs - locate water leaks, repair leaking pipe, replace old or. damaged bathroom fixtures, replace old or damaged drinking fountains and hose bibs, and other work as necessary 13. Remove, clean, and place anti -slip floor treatment. 14. Remove or relocate bike lockers and racks. 15. Repair damage to bike lockers and racks. 16. Replace or repair trash receptacles. 17. Place new concrete or asphalt as directed. 18. Remove, replace, relocate, or install new bollards - steel and concrete. 19. Provide forces and equipment to unload and place heavy or large items purchased for use at the stations i.e. kiosks, benches, bike racks, bike lockers, furniture, etc. 20. Paint Canopies and Canopy columns. 21. Repair, or perform maintenance on Storm Drain curb Inlets and manholes. 22. Maintenance or repairs to Water main lines and laterals. 23. Maintenance or repairs to sewer main lines and laterals. 24. Maintenance or repairs to the Station fire hydrants. 25. Purchase and install box drains and place drain lines in landscape planters at Downtown Riverside Station. 26. Purchase and install window treatments - solar shades or window tint in security room. 27. Maintenance or Repair Solar Panels, carport structures, flagpoles, and doors. 28. Maintenance, repairs, or painting of Light Poles. 29.Other repairs I maintenance as requested. B. POTENTIAL FUTURE MAINTENANCE WITHIN THE RAILROAD RIGHT- OF-WAY OR WORK WITH THE POTENTIAL TO FOUL THE TRACK 21 466 1. Repair or replace at -grade pedestrian crossings at the ends of the platforms. 2. Repair rolling or sliding gates at the Stations at -grade pedestrian crossings. 3. Perform maintenance or repairs on the outside of Pedestrian Bridge and Towers. 4. Perform electrical maintenance or repairs on light poles near the railroad tracks, on neon signs located on the Pedestrian Bridges, etc. 5. Repair or patch roofing on Pedestrian Bridges. 6. Paint or touch up Pedestrian Bridge and Towers. 7. Remove, purchase, and install new windows or revised window system within Pedestrian Bridge. 8. Install anti -bird devices on Pedestrian Bridge and Towers. 9. Pressure wash and/or clean Pedestrian Bridge and Towers. 10. Remove CCTV Camera Poles from between the tracks. 11. Repair Damaged Platform Canopies. 12. Repair or replace Tactile Tile along Station platforms. 13. Repair / Maintenance to concrete platforms. 14. Repair / Maintenance and painting of handrail/guardrail. 15. Repair / Maintenance and painting of center line track fence between Main Line 1 and Main Line 2 tracks. 16. Maintenance to ballast at end of platforms or around at -grade pedestrian crossings. 17. Repair, clean, maintenance to Platform drains. 18. Remove, replace, or place new Signage at the ends of the Station platforms. 19. Remove, replace, or place new Painted striping and lettering on concrete platform within railroad right-of-way. 20. Repair plumbing leaks within concrete platforms. 21.Other repairs I maintenance as requested. End of Statement of Work Exhibit "B" PRICING FORM 23 468 PROPOSAL PRICING FORM The Cost and Price proposal and the Final Task Order Price shall be submitted in the format shown in the following tables. The Contractor shall provide the proposed Hourly Rate Schedule per employee classification. Re ular Shift - 6:30 am to 6:00 pm Item # Classification Description Unit Rate ($/Hour)* Years 1-3 Year 4 Year 5 1 Superintendent $ $ $ 2 Foreman $ $ $ 3 Laborer $ $ $ 4 Journeyman $ $ $ 5 Cement Mason $ $ $ 6 Cement Finisher $ $ $ Equipment (Fully Loaded) 1 Superintendent/Foreman Truck $ $ $ 2 Bobcat/Skidsteer $ $ $ 3 Skip Loader $ $ $ 4 Backhoe $ $ $ 5 Loader $ $ $ 6 Water Buffalo $ $ $ 7 Generator $ $ $ 8 Air Compressor $ $ $ 9 Jackhammer $ $ $ 10 Vibratory Plate Compactor $ $ $ 11 Jump n' Jack/ Whacker $ $ $ 12 Man Lift $ $ $ 13 Traffic Control Devices (Cones, Barricades, Signs) $ $ $ * Unless otherwise noted and includes overhead, salary additives and profit and labor charges in accordance with the established general prevailing wage rate requirements.. Fully loaded includes fuel and operator. Per day = 24 hour period. 24 469 Late Shift - 6:01 pm to 6:29 am Item # Classification Description Unit Rate ($/Hour)* Years 1-3 Year 4 Year 5 1 Superintendent $ $ $ 2 Foreman $ $ $ 3 Laborer $ $ $ 4 Journeyman $ $ $ 5 Cement Mason $ $ $ 6 Cement Finisher $ $ $ Equipment (Fully Loaded) 1 Superintendent/Foreman Truck $ $ $ 2 Bobcat/Skidsteer $ $ $ 3 Skip Loader $ $ $ 4 Backhoe $ $ $ 5 Loader $ $ $ 6 Water Buffalo $ $ $ 7 Generator $ $ $ 8 Air Compressor $ $ $ 9 Jackhammer $ $ $ 10 Vibratory Plate Compactor $ $ $ 11 Jump n' Jack/ Whacker $ $ $ 12 Man Lift $ $ $ 13 Traffic Control Devices (Cones, Barricades, Signs) $ $ $ * Unless otherwise noted and includes overhead, salary additives and profit, and labor charges in accordance with the established general prevailing wage rate requirements. Fully loaded includes fuel and operator. Per day = 24 hour period. The cost provided should include labor, in accordance with the established general prevailing wage rate requirements, equipment, materials, profit and overhead. 25 470 Items of Work (Regular Hours Item # Classification Description Flat Rate 1 Remove and Replace 4 -inch thick Asphalt Pavement within Parking Lot $ per sq ft. 2 Concrete (3250psi) Sidewalk 4 -inch thick non -reinforced within Parking Lot $ per sq ft. 3 Concrete (3250psi) Sidewalk 4 -inch thick with 6x6 welded wire fabric within Parking Lot $ per sq ft. 4 Remove and Replace Platform Tactile Tile (Yellow) $ per sq ft. 5 Purchase and Install 4 -foot long Concrete Wheel Stop $ each 6 Remove and Replace 6'x6' 4 -inch thick non -reinforced Colored Concrete Panel (Color to match West Corona Station Entrance - Reddish) $ panel 7 Grind Concrete Sidewalk, Platform, or Panels $ sq ft. Proposed fully burdened labor rates submitted by the successful Contractor shall include all relevant expenses, taxes, insurance, and fringe benefits, as well as indirect costs, overhead and profit allowance and labor charges in accordance with the established general prevailing wage rate requirements. The Commission reserves the unilateral right to authorize the award of the Year 4 and 5 option terms associated with the agreements awarded under the terms of RFP No. 12-24-085-00 (On - Call Station Repair and Maintenance Services). END OF PROPOSAL PRICING FORM 26 471 Exhibit "C" STATION LOCATIONS 27 472 STATION LOCATIONS West Corona Metrolink Station 155 S. Auto Center Dr Corona, CA 92880 La Sierra Station 10901 Indiana Ave Riverside, CA 92503 Pedley Station 6001 Pedley Road Riverside, CA 92509 North Main Corona Station 250 E. Blaine Street Corona, CA 92879 Riverside Downtown 4066 Vine Street Riverside, CA 92507 Perris Station 121 South C Street Perris, CA 92570 AGENDA ITEM 14 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Henry Nickel, Staff Analyst Sheldon Peterson, Rail Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Amendment to Agreement with IVS Systems, Inc. STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 10-24-111-01, Amendment No. 1 to Agreement No. 10-24-111-00, with IVS Systems, Inc. (IVS) to provide quarterly professional inspection and maintenance services and on -call repair, consultation, and design services for the closed circuit television (CCTV) commuter rail station security systems required by the Commission: a) for a total contract amount not to exceed $600,000; and b) cancelling the three one-year options to extend the agreement; 2) Authorize the Chair or Executive Director, 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: At its October 2010 meeting, following a competitive procurement process, the Commission awarded Agreement No. 10-24-111-00 to IVS for CCTV security system maintenance services at the five Commission -owned commuter rail stations and the Perris Transit Center. The Commission approved an agreement for three years plus three one-year options to extend the agreement, for a total authorized contract amount of $687,432. The executed contract specifies an initial term concluding on December 31, 2013, and total compensation not to exceed $343,716, resulting in an authorized balance of $343,716 available for the three one-year option periods. On April 30, 2011, the Commission received $347,496 of Proposition 1B security grant funds, of which $167,496 was obligated to fund CCTV related projects. On June 4, 2012, the Commission received $350,280 of additional Proposition 1B security grant funds, of which $150,280 was obligated to fund CCTV related projects. These projects were unforeseen at the time of the of the IVS contract Agenda Item 14 474 execution. Moreover, these grant funds required complete expenditure within two years of receipt. Accordingly, a few significant security projects were completed under Agreement No. 10-24-111-00. The approximate unexpended IVS agreement balance as of August 15 is $93,000; however, $349,284 of regular maintenance and repairs as well as special projects, including those funded by Proposition 1B security funds, as summarized below has been identified as the estimated costs through the remainder of the initial contract term: Regular Maintenance Fiber Optic Rerouting Digital Conversion License Plate Cameras Additional Projects $ 140,000 20,000 67,000 41,000 81,284 Identified Projects to be Completed $ 349,284 After consideration of the unexpended balance, this results in a request to increase the agreement amount by $256,284 for a total agreement amount not to exceed $600,000. Staff recommends shifting $256,284 from the authorized balance available for the three one-year option periods of $343,716. Due to significant upgrades to the existing CCTV infrastructure from analog to digital technology and a more complex network for a rapidly changing technology, staff intends to initiate a new procurement for CCTV services instead of exercising the option periods. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2012/13 FY 2013/14+ Amount: $240,000 $16,284 Source of Funds: Proposition 1B Security funds Budget Adjustment: No N/A GL/Project Accounting No.: 004012 004012 73112 265 33 90701 265 33 73002 90701 $100,000 $140,000 Fiscal Procedures Approved: \14,4,4441 um Date: 08/16/2012 Agenda Item 14 475 AGENDA ITEM 15 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Jillian Edmiston, Staff Analyst Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Robert Yates, Multimodal Services Director SUBJECT: Cooperative Agreement with the State of California Department of Transportation for the Reimbursement of Construction Freeway Service Patrol Costs STAFF RECOMMENDATION: This item is for the Committee to: 1) Approve Agreement No. 12-45-074-01, Amendment No. 1 to Agreement 12-45-074-00, with the State of California Department of Transportation (Caltrans) for Freeway Service Patrol (FSP) in various construction areas in Riverside County for a revised amount of $2.5 million; 2) Authorize the Chair or Executive Director, 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 Commission, acting in its capacity as the Service Authority for Freeway Emergencies, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments, referred to as beats, to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Contracts to provide FSP tow service are competitively bid as needed for each beat. Currently, the Commission contracts with four tow truck operators to provide service on a total of nine beats Monday through Friday during the peak commute 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. In FY 2011/12, FSP performed over 42,000 assists. Agenda Item 15 476 DISCUSSION: In addition to normal FSP service, FSP is also used to provide support for construction projects as a transportation mitigation strategy. Construction FSP is utilized to relieve traffic congestion as a result of construction and to assist in accident reduction. Hours of support for this type of activity vary with traffic flow and project needs, such as periodic night-time work, freeway closures, limited ramp closures, and elimination of the freeway shoulders. Historically, Caltrans has contracted with the Commission to utilize its established FSP program to provide construction FSP service. In April 2012, the Commission approved an agreement with Caltrans to provide construction FSP services for the State Route 91 High Occupancy Vehicle (SR -91 HOV) project. Caltrans' maximum obligation was $864,000 over a five-year period, paying 100 percent of the costs associated with the construction FSP service. Caltrans now desires to amend the existing agreement to include FSP services for various construction projects throughout Riverside County, no longer exclusive to the SR -91 HOV project. The proposed Caltrans amendment provides up to a maximum of $2.5 million in state funding to cover 100 percent of the costs associated with service provided by the Commission's contracted FSP tow operators and the Commission's administrative overhead costs over a five-year period. Suggested projects to fall under this agreement for construction FSP are the SR -91 HOV lanes project and the 1-215 eastbound lane addition project. Service for each construction project will be initiated by a Caltrans task order, which identifies the project, project locations, and hours and duration of service. In addition to providing traffic congestion relief and reducing accidents, this supplemental FSP service will also help improve the air quality in construction zones. Financial Information Yes FY 2011/12 $6,600 In Fiscal Year Budget: Yes Year: FY 2012/13 Amount: $400,000 N/A FY 2013/14+ $2,093,400 No Source of Funds: State of California Budget Adjustment: No N/A GL/Project Accounting No.: 002173 415 41508 201 45 41505 Fiscal Procedures Approved: \l/taidaju, Date: 08/14/2012 Attachment: Cooperative Agreement No. 12-45-074-01 Agenda Item 15 477 Riverside County Transportation Commission Agreement No. 08A2074 A01 Page 1 of 2 AMENDMENT TO STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION COOPERATIVE AGREEMENT The parties mutually agree to amend Cooperative Agreement Number 08A2074, dated effective April 1, 2012 as follows: 1. Recitals, Item 5, Project funding is amended to read: DOLLAR AMOUNT $2,500,000.00 2. Section III Item 5, Cancellation is amended to read: a. In the event of a disaster or an unforeseen emergency or other good cause, DEPARTMENT and LOCAL AGENCY may cancel a scheduled FSP service shift under this Agreement upon prior written notice. b. If a tow operator is scheduled for Construction FSP, and they are notified of a cancellation with LESS than a 24 hour notice — then the tow operator will be reimbursed for three (3) hours of the agreed upon contract truck rate. Note: The minimum of the three (3) truck hours should cover eight hours of the driver's hourly wage. c. Starting with "Less than a 24 Hour Cancellation Notice" up to the time the truck is on the actual assigned Construction FSP beat, the "three contract truck hour cancellation rate" remains the same. Once the tow operator is on the Construction beat the cancellation policy changes. d. If a tow operator begins the Construction FSP beat (the truck is on the construction beat), and is then notified that Construction FSP has been cancelled, the FSP operator will be paid for the entire shift period up to a maximum of eight (8) hours (please carefully review the definition of a shift period per this revised cancellation policy below). e. A shift period for this policy will be defined as follows: for the time period of the actual CFSP shift assigned or for a maximum of eight (8) contract truck hours, whichever is less. f. For example: If the Construction FSP tow operator was originally scheduled for six (6) hours, then the tow operator can be asked to continue to work the beat and be reimbursed for only those six (6) originally assigned CFSP hours. On the other hand if the tow operator 478 Riverside County Transportation Commission Agreement No. 08A2074 A01 Page 2 of 2 was originally scheduled for a twelve (12) hour CFSP shift then the tow operator will only work and be reimbursed for a maximum of eight (8) truck hours. They will not be required to work nor reimbursed for any time past the maximum of eight (8) hours. g. Please note that the supervising FSP CHP Officer for the CFSP beat will make the final determination as to whether or not the tow operator will continue to work the CFSP beat area, or is asked to return back to their offices. Regardless, the tow operator will be reimbursed for the original shift period or a maximum of eight (8) hours, whichever is less. h. All cancellation notices to LOCAL AGENCY and CHP must be transmitted by DEPARTMENT and received by LOCAL AGENCY and CHP, FSP coordinator during normal business hours between 8:00 AM and 5:00 PM, Monday through Friday, excluding LOCAL AGENCY and CHP holidays. Section III Item 6, (a) Cost limitation is amended to read: a. The total amount payable to LOCAL AGENCY pursuant to this Agreement by DEPARTMENT shall not exceed $2,500,000.00. IN WITNESS WHEREOF, the parties hereto have caused this Cooperative Agreement amendment to be executed by their duly authorized officers. All other terms and conditions of the original Cooperative Agreement shall remain in full force and effect. STATE OF CALIFORNIA RIVERSIDE COUNTY DEPARTMENT OF TRANSPORTATION COMMISSION TRANSPORTATION AGENCY NAME By: By: Title: Contract Officer Title: Date: Date: APPROVED AS TO FORM BEST BEST & KRIEGER LLP GENERAL COUNSEL 479 AGENDA ITEM 16 RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: August 27, 2012 TO: Western Riverside County Programs and Projects Committee FROM: Tanya Love, Goods Movement Manager THROUGH: John Standiford, Deputy Executive Director SUBJECT: City of Jurupa Valley/County of Riverside — Clay Street Grade Crossing STAFF RECOMMENDATION: This item is for the Committee to: 1) Reallocate $1,171,490 in Local Transportation Fund (LTF) funding from the Jurupa Road railroad grade separation project (Jurupa Road Project) to the Clay Street railroad grade separation project (Clay Street Project); 2) Allocate $5,328,510 in Congestion Mitigation Air Quality funds (CMAQ) to the city of Jurupa Valley (Jurupa Valley) for the Clay Street Project; 3) Approve Agreement No. 08-33-013-02, Amendment No. 2 to Agreement No. 08-33-013-00 with the county of Riverside (County) for the deletion of the Jurupa Road Project from the jump start project list and the replacement of it with the Clay Street Project; 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 5) Approve a budget adjustment to increase general fund expenditures and transfers in and LTF transfers out each in the amount of $471,490; and 6) Forward to the Commission for final action. BACKGROUND INFORMATION: In July 2007, the Commission allocated $10 million of Western Riverside County Commuter Rail LTF funds to support the project development of 10 grade separation projects in Western Riverside County. The LTF funds were allocated in anticipation of the Trade Corridor Improvement Fund (TCIF) program. Of the $10 million LTF allocation, the County received $1.5 million for the Jurupa Road Project. Currently, the Jurupa Road Project is in the planning stage and is estimated to cost $69 million; however, there is minimal funding available to advance the project. In contrast, the Clay Street Project obtained environmental clearance, initiated right of way activities, and is scheduled to start construction in 2013. The Clay Street Project is estimated to cost $40 million; $33.5 million is available in secured funding from multiple sources including $12.5 million in Agenda Item 16 480 Proposition 1B funds as part of the TCIF program. Based on current costs and available funding, a $6.5 million funding shortfall is projected. The County was designated as the lead agency for the Clay Street Project prior to the incorporation of Jurupa Valley and continues to serve in that capacity. Due to the $6.5 million funding shortfall, the city is requesting that the remaining LTF funding allocated to the Jurupa Road Project be reallocated to the Clay Street Project. In April 2007, the Commission approved an off the top allocation of 25 percent of CMAQ and Surface Transportation Program federal funds for grade separation projects. As shown on the following table, staff projects that approximately $15.8 million in CMAQ funding will be available for grade separation projects after approval of a $5,328,510 CMAQ allocation for the Clay Street Project: CMAQ ESTIMATED BEGINNING BALANCE $48,070,041 Grade Separation/Goods Date Approved by Movement Amount Commission Projects Allocated Action Estimated Balance Magnolia Avenue $15,000,000 12/2007 $33,070,041 Iowa Avenue 3,550,000 6/2011 29,520,041 Clay Street 7,500,000 6/2011 22,020,041 Avenue 66 350,000 9/2011 21,670,041 Iowa Avenue 500,000 6/2012 21,170,041 Clay Street 5,328,510 Pending 15,841,531 With the reallocation of $1,171,490 in LTF funds and the $5,328,510 in CMAQ funds, Clay Street is fully funded. Once built, the project will grade separate the existing Clay Street/Union Pacific at -grade crossing by constructing an underpass. The project is scheduled to be completed in 201 5. There is no impact to the Commission's budget as it pertains to federal funds, as CMAQ funding does not flow through the Commission. As a result, only LTF funds are reflected in the financial box below. The FY 2012/13 budget included $700,000 for the Jurupa Road Project; therefore, a budget adjustment is required for $471,490. Agenda Item 16 481 Financial Information In Fiscal Year Budget: Yes No Year: FY 2012/13 FY 2012/13 Amount: $700,000 $471,490 Commuter Rail Local No Source of Funds: Transportation Funds Budget Adjustment: Yes Budgeted: 106 67 86102 $700,000 (GF expenditure) 106 67 59001 $700,000 (GF transfer in) GL/Project Accounting 002213 97001 601 62 97001 $700,000 (LTF transfer out) No.: Adjustment: 106 67 86102 $471,490 (GF expenditure) 106 67 59001 $471,490 (GF transfer in) 002213 97001 601 62 97001 $471,490 (LTF transfer out) Fiscal Procedures Date: 08/16/12 Approved: \PLilAteiv Attachment: City of Jurupa Valley Request Letter Dated July 3, 2012 Agenda Item 16 482 Laura Roughton, Mayor . Verne Lauritzen, Mayor Pro Tem . Micheal Goodland, Council Member . Frank Johnston, Council Member . Brad Hancock, Council Member July 3, 2012 Ms. Anne Mayer Executive Director Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92502 Subject: Request to transfer the Local Transportation Fund (LTF) funds from Jurupa Road Railroad Grade Separation Project to Clay Street Railroad Grade Separation Project. Dear Ms. Mayer, The City of Jurupa Valley is requesting the Riverside County Transportation Commission (RCTC) to transfer the remaining balance of LTF funds from the Jurupa Road Railroad Grade Separation Project to the Clay Street Railroad Grade Separation Project. On July 11, 2007, RCTC approved the allocation of $10 million of Western Riverside County LTF funds to support the project development of 10 grade separation projects in Western Riverside County. The LTF funds were allocated in anticipation of the Trade Corridor Improvement Fund (TCIF) funds which became available in November 2006, when voters approved the $19.95 billion Proposition 1B transportation bond initiative. On April 22, 2008, Riverside County and RCTC entered into a Master Agreement for LTF funding that, in part, provides funding for the Jurupa Avenue Grade Separation Project. The Agreement stipulates more specifically that the Transportation Commission distribute $1.5 million in LTF funds to the Transportation Department for the Jurupa Road Grade Separation Project. The Jurupa Road Grade Separation project is currently in the planning stage, whereas, the Clay Street Grade Separation Project that has already obtained environmental clearance. For this project, the plans preparation is at the ninety-five (95%) percent stage and right-of-way activities have been initiated. The Clay Street grade Separation has approximately $33.5 million in identified funding from multiple sources including CMAO, FHWA, TCIF, PUC Section 190, RDA and utility companies. The current cost estimate for the project is approximately $40 million, leaving a shortfall of approximately $6.5 million. The County has expended approximately $330,000 on the planning effort for the Jurupa Road Grade Separation leaving a balance of $1,170,000. The City believes that the remaining funds would be more 483 Ms. Anne Mayer, RCTC Request to Transfer LTF Funds Clay Street Grade Separation July 3, 2012 Page 2 beneficial if used towards reducing the Clay Street shortfall and helping ensure this project is delivered in compliance with the awarding deadline imposed by the CTC for TCIF funds. The City has designated the County to continue as the lead agency for the development of both projects. With the transfer of LTF funds to the Clay Street project, the County would stop work on the Jurupa Road project until such time that alternative funding could be obtained. The City is committed to working at local, state and federal levels to bring necessary funds to construct the Jurupa Road Railroad Grade Separation as it remains an important project for the City. Your review and consideration of this request to move funds will be much appreciated. If you require any additional information, please contact me or Patty Romo (Deputy Director Transportation, RCTD) at 951-955-6747 or by e-mail at promo@rctlma.org. Sincere ns Public Works Directors/ City Engineer City of Jurupa Valley cc: Juan C Perez, RCTD Patricia Romo, RCTD Khalid Nasim, RCTD Scott, Staley, RCTD Mike Myers, City of Jurupa Valley s:\engineering\capital projects\clay st grade sep\rsltr2annemayer_rctc-20120703.docx 484 Alexandra Rackerby From: Alexandra Rackerby Sent: Thursday, August 23, 2012 11:04 AM To: Alexandra Rackerby Subject: RCTC Western Riverside County Programs and Project Committee- Ipad Users Attachments: Conflict of Interest Form.pdf; Conflict of Interest Memo.pdf Good Morning Commissioners, The Western Riverside County Programs and Projects Committee agenda for Monday August 27, 2012 is posted on our Website at http://www.rctc.org/uploads/media items/wrc-programs-and-pro jects- agenda-august-27-2012.original.pdf Also, attached is the Conflict of Interest Memo and Form for your information. Let me know if you have any questions or concerns. Thank you. Respectfully, Allie Rackerby Riverside County Transportation Commission (951) 787-7141 1 Riverside County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: August 21, 2012 SUBJECT: Possible Conflicts of Interest Issues - Western Riverside County Programs and Projects Committee Agenda of August 27, 2012 The August 27, 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. 9 - Agreement with Bechtel Infrastructure Corporation for Program Management Services for Perris Valley Line Project Consultant(s): Bechtel Infrastructure Corporation 3850 Vine St., Suite 210 Riverside, CA 92507 Agenda Item No. 10 - Agreement for Legal Services for the Perris Valley Line Project Consultant(s): Best Best & Krieger 3390 University Avenue, 5"' Floor Riverside, CA 92502 Steven DeBaun, Partner Agenda Item No. 13 - List of Pre -Qualified Firms and Agreements for On -Call Station Repair and Maintenance Services Consultant(s): ProCell, Inc. 3020 W. Harvard St. Santa Ana, CA 92704 Robert Harden ///, Director of Construction Braughton Construction Inc. 10722 Arrow Rte. #810 Rancho Cucamonga, CA 91730 Alison Vanden Bossde, Secretary RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE ROLL CALL AUGUST 27, 2012 Present Absent County of Riverside, District I 0 County of Riverside, District V O City of Banning "5„ 0 City of Corona 0 City of Eastvale 0 City of Jurupa Valley ,2r 0 City of Menifee ,, 0 City of Moreno Valley �''` O City of Norco ,� 0 City of Perris �' O City of San Jacinto Cl City of Wildomar 0 RIVERSIDE COUNTY TRANSPORTATION COMMISSION WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN -IN SHEET AUGUST 27, 2012 NAM AGENCY E MAIL ADDRESS 1 i ' - L .1 1. h ` kD,„ ,....30.4 -4A -r, \%GJ iiiv 0 OD do 6 6-rIN I‘ NI / D IA) 1-rtw N /LJo R co a 21/41 e -- .. 5 E r 1