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RECORDS
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
MEETING AGENDA
TIME: 1:30 p.m.
DATE: Monday, August 22, 2011
LOCATION: BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside
COMMITTEE MEMBERS s
Darcy Kuenzi, Chair / Wallace Edgerton, City of Menifee
Adam Rush, Vice Chair / Ike Bootsma, City of Eastvale
Bob Botts / Don Robinson, City of Banning
Karen Spiegel / Steve Nolan, City of Corona
Frank Johnston / Micheal Goodland, City of Jurupa Valley
Marcelo Co / Richard Stewart, City of Moreno Valley
Berwin Hanna / Kathy Azevedo, City of Norco
Daryl Busch / Al Landers, City of Perris
Scott Miller / Andrew Kotyuk, City of San Jacinto
Ben Benoit / Timothy Walker, City of Wildomar
Bob Buster, County of Riverside, District I
Marion Ashley, County of Riverside, District V
1/4P. STAFF
Anne Mayer, Executive Director
John Standiford, Deputy Executive Director
AREAS OF RESPONSIBILITY a1
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 22, 2011
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
549542, 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 22, 2011
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 27, 2011
6.
7.
8.
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.)
CONSIDERATION OF TRANSPORTATION ENHANCEMENT FUNDS FOR THE B
CANYON WILDLIFE CROSSING
Overview
This item is for the Committee to:
1) Approve $3.1 million of regional Transportation Enhancement (TE) funds
for the B Canyon wildlife crossing project, and
2) Forward to the Commission for final action.
EXTENSION OF TASK ORDERS ISSUED TO ON -CALL RIGHT OF WAY
CONSULTANTS
Overview
This item is for the Committee to:
1) Approve Agreement No. 07-72-026-40, Amendment No. 3 to Agreement
No. 07-72-026-00, with Overland Pacific and Cutler, Inc. (OPC) and
Agreement No. 07-72-027-26, Amendment No. 3 to Agreement
No. 07-72-027-00, with Epic Land Solutions, Inc. (Epic) to extend the
term of the agreements to enable the consultants to complete the right of
way components of certain highway and rail projects assigned to them, as
identified in the attachment;
2) Authorize staff to extend the term of current task orders for OPC and Epic
and to issue the pending task orders for OPC, as identified in the
attachment, for the additional amount of $751,600, plus a 10 percent
cost contingency of $75,160, for a total additional cost of $826,760;
Western Riverside County Programs and Projects Committee
August 22, 2011
Page 3
3) Authorize the Executive Director to further extend the term of the
agreements and related task orders as the corresponding future project
schedule revisions may require; and
4) Forward to the Commission for final action.
9. ADVANCE AGREEMENTS WITH SOUTHERN CALIFORNIA EDISON, AT&T,
SOUTHERN CALIFORNIA GAS CO., AND QUESTAR FOR ADVANCED
ENGINEERING AND MATERIAL PROCUREMENT FOR SCHEDULE CRITICAL
UTILITY RELOCATIONS FOR THE STATE ROUTE 91 CORRIDOR IMPROVEMENT
PROJECT
Overview
This item is for the Committee to:
1) Authorize the Executive Director to execute advance agreements with
Southern California Edison (SCE), AT&T, Southern California Gas Co.
(SoCalGas), and Questar, pursuant to legal counsel review, for advanced
engineering and material procurement for utility relocations for the State
Route 91 Corridor Improvement Project (SR -91 CIP) for a combined
amount of $2,070,000, plus a contingency amount of $330,000, for a
total not to exceed amount of $2.4 million;
2) Authorize the Executive Director to approve contingency work up to the
total not to exceed amount as may be required for these future utility
relocation agreements for advanced engineering and material procurement;
and
3) Forward to the Commission for final action.
10. SURPLUS OF REAL PROPERTY LOCATED AT LA SIERRA AVENUE AND
INDIANA AVENUE IN THE CITY OF RIVERSIDE
Overview
This item is for the Committee to:
1) Declare the real property located at La Sierra Avenue and Indiana Avenue
as surplus;
2) Authorize staff to initiate the 60 -day public agency notification period and,
if no interest is expressed, authorize the Executive Director to offer the
surplus property for sale; and
3) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 22, 2011
Page 4
11. AMENDMENT TO COMMISSION'S RAIL PROGRAM SHORT RANGE TRANSIT
PLANS
Overview
This item is for the Committee to:
1) Amend the Commission's Commuter Rail Program's FY 2009/10,
FY 2010/11, and FY 2011/12 Short Range Transit Plans (SRTPs) to
reflect the allocation of $5.2 million in Federal Transit Administration
(FTA) Section 5309 program funds to the Southern California Regional
Rail Authority's (SCRRA) Rehabilitation and Renovation project and
deobligation of $3,877,300 in FTA Section 5307 program funds from the
SCRRA Rehabilitation and Renovation project;
2) Amend the Commission's Commuter Rail Program's FY 2008/09 and
FY 2009/10 SRTPs to reflect deobligation of $216,000 in Local
Transportation Fund (LTF) funds and $279,000 in State Transit
Assistance (STA) funds for the Station Rehabilitation and Preventative
Maintenance Plan (Station Plan) and reallocation of $100,000 in STA
funds from the Station Plan to the Perris Multimodal Facility construction
project;
3) Amend the Commission's Commuter Rail Program's FY 2004/2005,
FY 2008/09 and FY 2010/11 SRTPs to reflect deobligation of
$1,575,000 in LTF funds from the SCRRA rolling stock purchase and
reallocation of $1,575,000 in Proposition 1B Public Transportation
Modernization, Improvement, and Service Enhancement Account
(PTMISEA) funds from the Station Plan, Operations Control Center, and La
Sierra Parking Lot Expansion projects to the SCRRA rolling stock
purchase;
4) Amend the Commission's Commuter Rail Program's FY 2008/09,
FY 2009/10, FY 2010/11, and FY 2011/12 SRTPs to reflect the
reallocation of PTMISEA funds of $724,268 from the La Sierra Station
Parking Lot Expansion project and $635,847 from the Station Plan to the
Perris Valley Line CCTV and Operations Control Center projects;
5) Approve budget adjustments to increase revenues for FY 2010/11 and
FY 2011/12 in the amount of $1,490,476 and $100,000, respectively;
and
6) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 22, 2011
Page 5
12. AGREEMENT WITH UNIVERSAL PROTECTION SERVICE TO PROVIDE SECURITY
GUARD SERVICES FOR FIVE COMMISSION -OWNED COMMUTER RAIL
STATIONS
Overview
This item is for the Committee to:
1) Award Agreement No. 11-24-057-00 to Universal Protection Service for
security guard services at the five Commission -owned commuter rail
stations for a three-year term, and two one-year options in the amount of
$5,367,382, plus a contingency amount of $536,718, for a total amount
not to exceed $5,904,100;
2) Authorize the Chair, 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.
13. AMENDMENT TO AGREEMENT WITH OWEN DESIGN GROUP, INC. TO
PROVIDE CONSTRUCTION MANAGEMENT SERVICES FOR THE PERRIS
MULTIMODAL FACILITY
Overview
This item is for the Committee to:
1) Approve Agreement No. 08-33-011-04, Amendment No. 4 to Agreement
No. 08-33-01 1-00, with Owen Design Group, Inc. (Owen Group) for
construction management services for the Perris Multimodal (PMM)
Facility in an amount not to exceed $100,000;
2) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission;
3) Approve a FY 2011/12 expenditure budget increase of $100,000 related
to the PMM Facility construction management; and
4) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 22, 2011
Page 6
14. AGREEMENT WITH SUNESYS, LLC TO PROVIDE FIBER OPTIC CONNECTIONS
AND/OR INFRASTRUCTURE TO LINK THE PEDLEY STATION TO THE -
DOWNTOWN RIVERSIDE STATION
Overview
This item is for the Committee to:
1) Award Agreement No. 11-25-132-00 to Sunesys, LLC for fiber optic
connections to link the Pedley Station to the Downtown Riverside Station
for a five-year term for an amount not to exceed $72,000;
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.
15. TIGER DISCRETIONARY GRANTS: STATE ROUTE 91 CORRIDOR
IMPROVEMENT PROJECT
Overview
This item is for the Committee to:
1) Direct staff to prepare a grant and Transportation Infrastructure Finance
and Innovation ACT (TIFIA) letter of interest (LOI) submittal package to
U.S. Department of Transportation (U.S. DOT) for the SR -91 Corridor
Improvement Project (SR -91 CIP);
2) Authorize the Executive Director to submit the grant application and TIFIA
LOI; and
3) Forward to the Commission for final action.
16. IOWA AVENUE GRADE SEPARATION PROJECT
Overview
This item is for the Committee to:
1) Allocate $6 million in federal Congestion Mitigation Air Quality (CMAQ)
and/or Surface Transportation Program (STP) funds to the city of Riverside
(Riverside) in support of the Iowa Avenue grade separation project to front
Proposition 1B Trade Corridor Improvement Fund (TCIF) funds;
2) Approve Agreement No. 12-67-009-00 with Riverside for reimbursement
of TCIF/CMAQ/STP funds;
3) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission; and
4) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 22, 2011
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 26, 2011, 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 27, 2011
MINUTES
1. CALL TO ORDER
The meeting of the Western Riverside County Programs and Projects
Committee was called to order by Chair Darcy Kuenzi at 1:31 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 Bob Botts 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
Bob Botts
Daryl Busch
Bob Buster
Marcelo Co
Berwin Hanna
Andrew Kotyuk
Darcy Kuenzi
Adam Rush
Karen Spiegel*
*Arrived after the meeting was called to order
4. PUBLIC COMMENTS
There were no requests to speak from the public.
5. APPROVAL OF MINUTES - APRIL 25 AND MAY 23, 2011
M/S/C (Busch/Hanna) to approve the minutes as submitted.
RCTC WRC Programs and Projects Committee Minutes
June 27, 2011
Page 2
6. ADDITIONS/REVISIONS
Chair Darcy Kuenzi noted that there was a revision to Agenda Item No. 8,
"Agreement with Vendsight, Inc. to Provide a Station Advertising Revenue
Program".
7. AMENDMENT TO AGREEMENT WITH CALLAN MANAGEMENT COMPANY
DBA WESTERN AREA SECURITY SERVICES
Greg Moore, Procurement and Assets Manager, presented an overview of
the terms of the amendment to the agreement with Callan Management
Company dba Western Area Security Services.
M/S/C (Botts/Benoit) to:
1) Approve Agreement No. 06-25-071-05, Amendment No. 5 to
Agreement No. 06-25-071-00, with Callan Management
Company dba Western Area Security Services (WASS) to
provide security guard services at the five Commission -owned
commuter rail stations in an amount not to exceed $ 150,000;
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.
At this time, Commissioner Karen Spiegel arrived at the meeting.
8. AGREEMENT WITH VENDSIGHT, INC. TO PROVIDE A STATION
ADVERTISING REVENUE PROGRAM
Sheldon Peterson, Rail Manager, presented an overview of the terms of the
agreement with Vendsight, Inc. to provide a station advertising revenue
program, noting the Commission has final approval of all advertisements
placed at the stations.
In response to Chair Kuenzi's question regarding graffiti removal, Sheldon
Peterson stated graffiti removal is fully addressed in the advertising policy.
M/S/C (Busch/Ashley) to:
1) Award Agreement No. 11-24-029-00 to Vendsight, Inc. to
provide services associated with the development,
management, and maintenance of a station advertising revenue
program for a five-year term, and one five-year option to extend
the agreement;
RCTC WRC Programs and Projects Committee Minutes
June 27, 2011
Page 3
2) Authorize the Chair, pursuant to legal counsel review, to
execute the agreement, including the option term, on behalf of
the Commission; and
3) Forward to the Commission for final action.
9. PROPOSITION 1B PUBLIC TRANSPORTATION MODERNIZATION,
IMPROVEMENT, AND SERVICE ENHANCEMENT ACCOUNT SUPPORTING
RESOLUTION FOR THE COMMISSION'S COMMUTER RAIL PROGRAM
Sheldon Peterson presented a brief overview of Proposition 1B Public
Transportation Modernization, Improvement, and Service Enhancement
Account supporting resolution for the Commission's Commuter Rail Program.
M/S/C (Kotyuk/Botts) to:
1) Adopt Resolution No. 11-012, "Resolution of the Riverside
County Transportation Commission Authorizing the Execution of
the Certifications and Assurances for the Public Transportation
Modernization, Improvement, and Service Enhancement
Account Bond Program"; and
2) Forward to the Commission for final action.
10. FISCAL YEAR 2011/12 MEASURE A COMMUTER ASSISTANCE BUSPOOL
SUBSIDY FUNDING CONTINUATION REQUESTS
Jillian Edmiston, Staff Analyst, presented a brief overview of the details of
the fiscal year 2011/12 Measure A commuter assistance buspool subsidy
funding continuation requests.
M/S/C (Hanna/Benoit) to:
1► Authorize payment of $1,645/month maximum subsidy per
buspool for the period July 1, 2011 to June 30, 2012 to the
existing Corona, Mira Loma, and Riverside buspools;
2) Require subsidy recipients to meet monthly buspool reporting
requirements as supporting documentation to receive payments;
and
3) Forward to the Commission for final action.
RCTC WRC Programs and Projects Committee Minutes
June 27, 2011
Page 4
11. FISCAL YEAR 2011/12 AGREEMENTS FOR REGIONAL RIDESHARE
SERVICES
Brian Cunanan, Commuter Assistance Manager, presented an overview of
the terms of the fiscal year 2011/12 agreements for regional rideshare
services.
M/S/C (Busch/Kotyuk) to:
1) Approve Agreement No. 11-41-140-00 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 2011/12;
2) Approve Agreement No. 10-41-029-02, Amendment No. 2 to
Agreement No. 10-41-029-00, with SANBAG to clarify the
reimbursement relationship regarding the FY 2010/11
rideshare/IE511 agreement;
3) Approve the following agreements for regional ridematching
services:
• Agreement No. 09-41-075-02, Amendment No. 2 to
Agreement No. 09-41-075-00, with the Los Angeles
County Metropolitan Transportation Authority (Metro);
• Agreement No. 11-41-139-00 with the Orange County
Transportation Authority (OCTA); and
• Agreement No. 06-41-082-06, Amendment No. 6 to
Agreement No. 06-41-082-00, with the Ventura County
Transportation Commission (VCTC);
4) Authorize the Chair, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission; and
5) Forward to the Commission for final action.
12. AMENDMENTS TO FREEWAY SERVICE PATROL AGREEMENTS
Brian Cunanan presented an overview of the terms of the amendments to
freeway service patrol agreements.
M/S/C (Busch/Kotyuk) to:
1) Approve Amendment No. 07-45-134-03, Amendment No. 3 to
Agreement No. 07-45-134-00, with Pepe's Towing to provide
freeway service patrol (FSP) services on Beat No. 4 in the
amount of $ 180,000;
RCTC WRC Programs and Projects Committee Minutes
June 27, 2011
Page 5
2) Approve Amendment No. 06-45-046-04, Amendment No. 4 to
Agreement No. 06-45-046-00, with Tri-City Towing to provide
FSP services for Beat No. 8 in the amount of $ 100,000 and to
increase the term of the agreement through December 31,
2011;
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.
Abstain: Ashley
13. COMMISSIONERS / STAFF REPORT
13A. Anne Mayer announced Greg Moore will be leaving the Commission to
pursue a career at the University of California, Santa Barbara.
13B. Anne Mayer announced the final Perris Valley Line environmental
impact report will be presented for certification and project approval at
the July Commission meeting.
13C. Anne Mayer announced the Committee meetings in July may be
cancelled. The Clerk of the Board will keep the Commissioners posted
as to the status of the meetings.
14. ADJOURNMENT
There being no further business for consideration by the Western Riverside
County Programs and Projects Committee, the meeting was adjourned at
1:58 p.m. The next meeting of the Western Riverside County Programs and
Projects Committee is scheduled for July 25, 2011 at 1:30 p.m.
Respectfully submitted,
Jennifer Harmon
Clerk of the Board
AGENDA ITEM 7
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Cathy Bechtel, Project Development Director
THROUGH:
John Standiford, Deputy Executive Director
SUBJECT:
Consideration of Transportation Enhancement Funds for the
Canyon Wildlife Crossing
B
TECHNICAL ADVISORY COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve $3.1 million of regional Transportation Enhancement (TE) funds for
the B Canyon wildlife crossing project, and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Commission has been working closely with Caltrans, the Western Riverside
County Regional Conservation Authority, local agencies and wildlife agencies to
develop a project to address the need for an improved wildlife crossing in the
Corona area. Past and present transportation improvements on State Route 91
have incrementally degraded opportunities for north -south wildlife movement in the
area and piecemeal mitigation on a project -by -project basis has not adequately
addressed the cumulative impacts that have resulted. Additionally, it is not
reasonable for any one project to carry the burden for these cumulative impacts.
The proposed B Canyon wildlife crossing project is a holistic approach toward
mitigating the cumulative impacts of these projects within this environmentally
sensitive area. Improvements to an existing culvert under SR -91 east of the Green
River Road interchange will allow connection between the Cleveland National
Forest with the Santa Ana River, Chino Hills State Park, and Prado Basin and allow
for a critical wildlife crossing in the area.
The TE program provides Federal Highway Administration funds to projects that
strengthen the cultural, aesthetic, or environmental value of our transportation
system. The intent of the program is to fund special or additional activities not
normally required on a transportation project. TE delivery has been problematic
statewide and locally due to many factors such as:
Agenda Item 7
1
• Difficulty completing the environmental process in a timely manner;
• Request for Authorization (RFA) or obligation process;
• Requirement for California Conservation Corps involvement, if feasible; and
• Allocation and award deadlines.
The anticipated cost of the total project is approximately $8.1 million. Caltrans
District 8 has submitted an application for $5 million of Interregional Transportation
Improvement Program (ITIP) TE funds for this project, which is the maximum
amount that Caltrans can apply for through the ITIP TE program. The $5 million
will cover all of the support costs associated with the project and a portion of the
construction capital. Construction of this project is proposed to be programmed in
FY 2016/17 and will be closely coordinated with the Commission's SR -91 Corridor
Improvement Project.
California Transportation Commission staff has indicated that TE programming in
the 2012 STIP will be more restrictive in an effort to ensure projects are
programmed and delivered so that amendments and extensions are minimized.
Since many TE projects tend to be in environmental sensitive areas or impact
historical areas/buildings, project sponsors need to spend more resources
developing the environmental document and technical studies. Caltrans is willing
to be the lead agency and will have a better advantage at delivering this wildlife
crossing project. Staff recommends that the remaining balance of $3.1 million for
the project be funded with regional TE funds. There is no fiscal impact as these
funds will not pass through the Commission but to Caltrans as the lead agency.
Agenda Item 7
2
AGENDA ITEM 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Min Saysay, Right of Way Manager
THROUGH:
Marlin Feenstra, Project Delivery Director
SUBJECT:
Extension of Task Orders Issued to On -Call Right of Way
Consultants
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve Agreement No. 07-72-026-40, Amendment No. 3 to Agreement
No. 07-72-026-00, with Overland Pacific and Cutler, Inc. (OPC) and
Agreement No. 07-72-027-26, Amendment No. 3 to Agreement
No. 07-72-027-00, with Epic Land Solutions, Inc. (Epic) to extend the term
of the agreements to enable the consultants to complete the right of way
components of certain highway and rail projects assigned to them, as
identified in the attachment;
2) Authorize staff to extend the term of current task orders for OPC and Epic
and to issue the pending task orders for OPC, as identified in the
attachment, for the additional amount of $751,600, plus a 10 percent cost
contingency of $75,160, for a total additional cost of $826,760;
3) Authorize the Executive Director to further extend the term of the
agreements and related task orders as the corresponding future project
schedule revisions may require; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
On September 14, 2006, the Commission authorized the award of Agreement
No. 07-72-026-00 to OPC and Agreement No. 07-72-027-00 to Epic to perform
right of way acquisition, relocation, and related services on an on -call basis.
Previously selected on the basis of responses to a competitive request for
proposals issued on June 13, 2006, OPC and Epic were awarded these agreements
for an initial period of three years with two one-year extension options. Both
agreements will expire on September 15, 201 1 . Task orders have been issued to
OPC and Epic under the terms of both agreements for the performance of critical
right of way components of various highway and rail projects.
Agenda Item 8
3
The work covered by the majority of these task orders has been completed
satisfactorily prior to agreement expiration. A request for proposals is expected to
be issued on or before September 6, 2011, to secure new right of way services
agreements competitively under an independent procurement process. However,
as summarized on the attachment, several existing as well as pending task orders
aggregating $1,254,420 and $826,760, respectively, for certain projects are
anticipated to be completed after the term of the existing agreements. These
projects are far enough along that a change in consultants at this point would
result in substantial extra costs. Amounts for these task orders have been included
in the FY 2011/12 budget.
Both consultants have agreed to (1) reduce the profit component of their hourly
billings by 30 percent and (2) waive their contractual right under the existing
agreements to increase their hourly rates on an annual basis for work billed under
these task orders.
Staff recommends the approval of the term extensions of the agreements in order
to complete existing and to issue pending task orders as listed in the attachment.
Additionally, staff recommends that the Executive Director be authorized to
approve further term extensions to the agreements as future project schedule
revisions may require.
Financial Information
Yes
FY 2011/12
$592,680
In Fiscal Year Budget:
N/A
Year:
FY 2012/13 +
Amount:
234,080
1989 Measure A Highway and Rail
Source of Funds:
2009 Measure A Highway
Budget Adjustment:
No
TUMF, TCRP, STIP-RIP
003005 81403 00013 222
31 81401
003009 81403 00013 222
31 81401
GL/Project Accounting No.:
003015 81403 00013 222
31 81401
003023 81403 00013 262
31 81401
003824 81403 00073 221
33 81401
Fiscal Procedures Approved:
a4i-dat
Date:
08/16/1 1
Attachment: List summarizing existing and pending task orders
Agenda Item 8
4
Project Name
Scope of Work
Unexpended Amount on
Existing Task Orders
Additional Amount For
Pending Task Orders
Needed to Close Out
Projects
Expected
Completion
Date
Overland, Pacific and Cutler,
Inc.
SR -91 HOV
Construction
Coordination,
Closeout
$270,183
$112,500
4/31/2014
SR -74/I-215
Interchange
Reconstruct Lake
Perris Village sign,
remediate
soundwall, utility
coordination, ROW
Services
876
62,600
6/30/2012
SR -74 Curve
Realignment
ROW Acquisition
Services
8,980
49,100
4/31/2013
1-215 Central
ROW and Utility
Coordination
Services
69,390
227,400
4/31/2016
BNSF 4th Main
Acquisition and
Relocation Services
109,579
300,000
12/31/2012
Total OPC
$459,008
$751,600
Epic Land Solutions, Inc. (term extensions only)
Rail Property
Management
MWD Negotiations
$1,716
12/31/2011
Perris Valley
Line
Utility and Outdoor
Sign Relocation
320,044
12/31/2012
Perris Valley
Line
Acquisition and
Relocation
340,108
12/31/2012
Perris MMF
Acquisition and
Relocation
13,591
12/31/2011
Perris Valley
Line
Perris Valley
Line
Potholing
47,313
12/31/2011
3/31/2012
Easement to Fee
Conversion in Perris
11,024
Perris Valley
Line
5th/ 6th Street
Vacation in Perris
36,400
12/31/2012
Rail Property
Management
9th Street Vacation
in Downtown
Riverside
23,500
12/31/2011
Total Epic
$795,412
Grand Total
$1,254,420
$751,600
10% Contingency
75,160
Grand Total with Contingency
$826,760
5
AGENDA ITEM 9
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Michael Blomquist, Toll Program Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Advance Agreements with Southern California Edison, AT&T,
Southern California Gas Co., and Questar for Advanced
Engineering and Material Procurement for Schedule Critical Utility
Relocations for the State Route 91 Corridor Improvement Project
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Authorize the Executive Director to execute advance agreements with
Southern California Edison (SCE), AT&T, Southern California Gas Co.
(SoCalGas), and Questar, pursuant to legal counsel review, for advanced
engineering and material procurement for utility relocations for the State
Route 91 Corridor Improvement Project (SR -91 CIP) for a combined amount
of $2,070,000, plus a contingency amount of $330,000, for a total not to
exceed amount of $2.4 million;
2) Authorize the Executive Director to approve contingency work up to the total
not to exceed amount as may be required for these future utility relocation
agreements for advanced engineering and material procurement; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Staff continues to work toward timely completion of the SR -91 CIP to widen the
SR -91 freeway through Corona and extend the 91 Express Lanes by advancing
several work phases concurrently. These concurrent work phases include
preliminary engineering, environmental permitting, right-of-way acquisition, and
design -build (final design, construction, and utility relocation).
To maintain the project's construction schedule, staff and its design build project
and construction manager (PCM) have identified certain schedule -critical activities
related to right-of-way acquisition, railroad coordination, procurement of a design -
build contractor, and the relocation of utilities impacted by the SR -91 CIP. Staff
continues to actively advance each of these schedule -critical activities.
Agenda Item 9
6
Environmental permitting is planned to be completed by the summer of 2012.
Construction, including utility relocations, can begin only after the environmental
permitting and state and federal project approvals are in place. However, utility
relocation work that is not actual construction, such as advanced engineering and
material procurement, can proceed in advance of obtaining environmental permits.
Staff, through its PCM, has identified 74 utility locations potentially impacted by
the SR -91 CIP owned by five utility companies: SCE, AT&T, SoCalGas, Time
Warner, and Questar. Staff has developed an action plan to minimize the risk of
cost and schedule delay due to these utility relocations. Staff has coordinated with
each of the utility companies to verify utility locations within the project area.
Further, staff and its PCM located each potential utility conflict in the field (pothole)
and developed a utility conflict matrix including an estimated cost to relocate each
utility. Additionally, staff and its PCM continue to work with each utility company
to develop a project utility agreement to detail the roles and responsibilities of each
party, and the cost and schedule to relocate each utility impacted by the SR -91
CIP, and other items.
Through discussions with the utility companies it was determined that if certain
schedule -critical activities, such as advanced engineering and material procurement,
could start prior to obtaining environmental permits, it would reduce the risk of a
future construction schedule delay. By executing advance agreements with each
utility company, other than Time Warner, for advanced engineering and material
procurement, each utility company could start advanced engineering and material
procurement of long lead time items (e.g. large, steel electrical poles). The
estimated costs for utility relocations, and advanced engineering and procurement
are shown in Table 1.
TABLE 1 - Advanced Engineering and Material Procurement Costs
Utility
Estimated
Relocation
Advanced
Engineering
(10%)
Advanced
Material
Procurement
Total
Advanced
Agreement
SCE
$3,000,000
$300,000
$750,000
$1,050,000
AT&T
2,500,000
250,000
400,000
650,000
SoCalGas
1,100,000
110,000
150,000
260,000
Questar
1,100,000
110,000
0
110,000
TOTAL
$7,700,000
$770,000
$1,300,000
$2,070,000
Benefits and/or justifications of advancing the detailed engineering and the
procurement of long -lead time materials through advanced agreements include:
Agenda Item 9
7
• The technical documents developed with the utility companies will provide
design build contractors bidding with additional information for all the utility
conflicts which reduces cost risk to the Commission and the design build
contractor.
• Early communication with utility companies to accomplish advanced design
and material procurement will foster mutual cooperation and conflict
coordination which will reduce schedule risk to the project. Some examples
include:
1. SCE structures at Sherman and Lincoln may require FAA approval due
to the FAA height limitation requirements to span the widened SR -91.
Engaging SCE earlier will provide time for FAA approvals, if required;
2. Relocation of the SCE distribution line at the SR -91/I-15 interchange is
complex, requires agreements with BNSF Railroad and the Riverside
County Flood Control and Water Conservation District, and would
benefit from advance agreement; and
3. SCE steel structures, SoCalGas regulator vault, and AT&T
communications cabinets have a procurement lead time of 12 to 18
months which could be started earlier with advanced engineering and
material procurement.
• Reaching earlier agreement with utility companies on relocation plans,
technical information, and advanced procurement can reduce bid costs by
reducing the perceived overall utility risk by a design build contractor.
Staff is seeking to execute advance agreements with the four utility companies in
Table 1 which would be limited in scope to payment of funds to the utility
company for advanced engineering and material procurement. Separately, a more
comprehensive project utility agreement is being negotiated with each utility
company to address all issues related to utility relocations between the utility
company and the Commission. Staff will return to the Commission requesting
approval of each of these project utility agreements. The cost of these advance
utility agreements is included in the current FY 2011/12 budget.
Staff recommends the Commission authorize the Executive Director to:
• Execute advance agreements with SCE, AT&T, SoCalGas, and Questar,
pursuant to legal counsel review, for utility relocation advanced engineering
and material procurement for the SR -91 CIP for a combined amount of
$2,070,000, plus a contingency amount of $330,000 for a total not to
exceed amount of $2.4 million.
• Approve contingency work up to the total not to exceed amount as may be
required for these advance utility relocation agreements for advanced
engineering and material procurement.
Agenda Item 9
8
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2011/12
Amount:
$2,400,000
Source of Funds:
2009 Measure A Western County
Highway, 2010 Bond Proceeds
Budget
Adjustment:
No
GLA No.:
003028 81603 00000 0000 262 31 81603
Fiscal Procedures Approved:
•`,
Date:
08/16/11
Agenda Item 9
9
AGENDA ITEM 10
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Min Saysay, Right of Way Manager
THROUGH:
Marlin Feenstra, Project Delivery Director
SUBJECT:
Surplus of Real Property Located at La Sierra Avenue and Indiana
Avenue in the City of Riverside
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Declare the real property located at La Sierra Avenue and Indiana Avenue as
surplus,
2) Authorize staff to initiate the 60 -day public agency notification period and,
if no interest is expressed, authorize the Executive Director to offer the
surplus property for sale; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Staff is in the process of identifying Commission -owned real estate that is not
needed for future projects and is not income generating. Such real estate assets
may be declared surplus and sold in accordance with state regulations and the
Commission's policies and procedures.
One such asset is a portion of the real property located at the intersection of
La Sierra Avenue and Indiana Avenue in the city of Riverside and depicted in the
attachment. This property was acquired in its entirety from Riverside Community
College in February 2003. Previously, the Commission leased a portion of the
property to construct and operate the La Sierra Station.
The property consists of four assessor parcel numbers (APNs) with a total area of
approximately 21 acres. The station improvements are located on 11 of those
acres. The Commission has a proposed project to add 500 parking spaces,
comprising an additional 5 acres. The remaining areas total approximately 5 acres
and are the portions of the property that staff recommends to be declared surplus.
These remaining two areas are five to ten feet below street grade. One of the
areas is currently used as a detention basin. In order to bring these sites to a
Agenda Item 10
10
developable condition, a large quantity of dirt would need to be imported and
subsurface drainage would need to be installed.
In compliance with state regulations and the Commission's policies and procedures,
staff has secured an appraisal of the proposed surplus property, based on its
highest and best use. Staff will initiate the 60 -day public agency notification
period required by state regulations, which require that public agencies notify the
city and county of jurisdiction, and other named public entities, when a property
has been declared surplus and may be purchased. If no interest is expressed, the
Commission may offer the surplus property for sale in the open market.
The fiscal impact will be determined upon disposition of the surplus property.
Financial Information
In Fiscal Year Budget:
No
Year:
FY 2011/12
Amount:
$0
Source of Funds:
Sale Proceeds
Budget Ad ustment:
No
GLA No.:
334003-416-41608-0000 221-33-42003
Fiscal Procedures Approved:
\ ?<,r,a4
Date:
08/15/11
Attachment: Map Depicting Proposed Surplus Property
Agenda Item 10
11
Proposed Surplus Parcels at La Sierra Station
AGENDA ITEM 11
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
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 Commission's Rail Program Short Range Transit Plans
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Amend the Commission's Commuter Rail Program's FY 2009/10,
FY 2010/11, and FY 2011/12 Short Range Transit Plans (SRTPs) to reflect
the allocation of $5.2 million in Federal Transit Administration (FTA) Section
5309 program funds to the Southern California Regional Rail Authority's
(SCRRA) Rehabilitation and Renovation project and deobligation of
$3,877,300 in FTA Section 5307 program funds from the SCRRA
Rehabilitation and Renovation project;
2) Amend the Commission's Commuter Rail Program's FY 2008/09 and
FY 2009/10 SRTPs to reflect deobligation of $216,000 in Local
Transportation Fund (LTF) funds and $279,000 in State Transit Assistance
(STA) funds for the Station Rehabilitation and Preventative Maintenance Plan
(Station Plan) and reallocation of $100,000 in STA funds from the Station
Plan to the Perris Multimodal Facility construction project;
3) Amend the Commission's Commuter Rail Program's FY 2004/2005,
FY 2008/09 and FY 2010/11 SRTPs to reflect deobligation of $1,575,000 in
LTF funds from the SCRRA rolling stock purchase and reallocation of
$1,575,000 in Proposition 1B Public Transportation Modernization,
Improvement, and Service Enhancement Account (PTMISEA) funds from the
Station Plan, Operations Control Center, and La Sierra Parking Lot Expansion
projects to the SCRRA rolling stock purchase;
4) Amend the Commission's Commuter Rail Program's FY 2008/09,
FY 2009/10, FY 2010/11, and FY 2011/12 SRTPs to reflect the reallocation
of PTMISEA funds of $724,268 from the La Sierra Station Parking Lot
Expansion project and $635,847 from the Station Plan to the Perris Valley
Line CCTV and Operations Control Center projects;
5) Approve budget adjustments to increase revenues for FY 2010/11 and
FY 2011/12 in the amount of $1,490,476 and $100,000, respectively; and
6) Forward to the Commission for final action.
Agenda Item 11
13
BACKGROUND INFORMATION:
The SRTPs include plans for the Commission's Regional Commuter Rail Program
and provide detailed information about existing services and facilities, financial
forecasts and plans, as well as planned and proposed improvements to be
implemented. The Commission oversees transit service in Riverside County
primarily through the approval of SRTPs that detail the operating and capital costs
planned for transit services. Each operator adopts such a plan and then provides
data to the Commission on performance. As SRTPs are based upon estimates of
future projects, it is necessary to subsequently amend these documents upon
completion or changes to specified projects and circumstances. The Rail Program
is thus requesting amendments to its FY 2004/05, FY 2008/09, FY 2009/10,
FY 2010/11, and FY 2011/12 Commuter Rail SRTPs in order to:
• Cleanup unused funds through reallocation and deobligation;
• Use federal and state grant funds to preserve local funds; and
• Protect lapsing grant funds.
FY 2009/10, FY 2010/11, and FY 2011/12 SRTP Proposed Amendment
At its September 8, 2010 meeting, the Commission amended the FY 2009/10
SRTP to reflect the substitution of $9.975 million in Measure A funds for FTA
5309 funds applied to the balance of the SCRRA Metrolink rail car option #3
purchase of seven cars. The approved FY 2009/10, FY 2010/11, and FY 2011/12
SRTPs included allocation of a total of $3,877,300 in FTA Section 5307 program
funds to the SCRRA Rehabilitation and Renovation project. Due in part to the
September 8, 2010 amendment, SCRRA maintains unexpended federal Section
5309 funds of the Commission totaling $5.2 million. The Rail Program is now
requesting approva► to substitute the Section 5307 portion of the funding on
SCRRA project with the unexpended Section 5309 funds scheduled to lapse unless
programmed within a grant by September 30, 2011. The balance of Section 5309
funds will be applied to future capital obligations under the corresponding grant
application. As these FTA funds are claimed and managed directly by SCRRA there
is no fiscal impact to the Commission budget.
Funding
Year
From
To
Amount
SCRRA Rehabilitation:
FTA 5309
Multiple
Unobligated
Current
$3,877,300
Future
$1,322,700
FY2009/10
$1,396,600
FTA 5307
FY2010/11
SCRRA Rehabilitation
Deobligation for future use
$1,224,700
FY201 1 /12
$1,256,000
Agenda Item 11
14
FY 2008/09 and FY 2009/10 SRTP Proposed Amendment
The approved FY2008/09 and FY 2009/10 SRTPs included allocation of a total of
$216,000 in LTF funds and $379,000 in STA funds for the Station Plan that have
not been expended. This project has now concluded. The Rail Program is now
requesting approval to reallocate $100,000 in STA funds to the Perris Multimodal
Facility construction project. The LTF balance and the $279,000 STA balance will
be deobligated from the Station Plan so they may be used elsewhere in the Rail
Program at a future date. A FY 2011/12 budget adjustment to increase revenues
$100,000 is required.
Funding
Year
From
To
Amount
LTF
FY2009/10
Station Rehabilitation Plan
Deobligation for future use
$216,000
STA
FY2008/09
$279,000
STA
Perris Multimodal Facility
$100,000
FY 2004/05, FY 2008/09, and FY 2010/11 SRTP Proposed Amendment
At its April 13, 2005 meeting, the Commission approved an expanded base order
of four train cars or one locomotive and two train cars for an additional amount of
$7,875,000 for the 91 Line/IEOC Line/Perris Valley Line for delivery within three
years. Staff requested $6.3 million in Commuter Rail FTA Section 5309 funding
and $1,575,000 in LTF funds. The procurement is now complete. The Rail
Program is requesting approval to substitute the LTF portion of the funding with
existing PTMISEA funds of $84,524 from the La Sierra Station Parking Lot
Expansion project, anticipated PTMISEA funds of $200,000 from the Operations
Control Center project, and anticipated PTMISEA funds of $1,290,476 from the
Station Plan that will not be used as those project phases are complete. The
anticipated PTMISEA funds relate to Proposition 1B allocations that have been
approved but are pending funding through the state's bond sale anticipated for this
fall. A corresponding FY 2010/11 budget adjustment to increase revenues
$1,490,476 is required. Payment for the rail cars will occur upon receipt of the
PTMISEA funds.
Funding
Year
From
To
Amount
Prop 1B
FY2010/11
Station Rehabilitation Plan
Rail Car Procurement
$1,290,476
Prop 1B
FY2010/1 1
Operations Control Center
$200,000
Prop 1B
FY2008/09
La Sierra Parking
Expansion
$84,524
LTF
FY2004/05
Rail Car Procurement
Deobligation for future use
$1,575,000
Agenda Item 11
15
FY 2008/09, FY 2009/10, FY 2010/11, and FY 2011/12 SRTP Proposed
Amendment
The approved FY 2008/09 and 2009/10 SRTPs included allocations of $870,637 in
PTMISEA funds to the La Sierra Station Parking Lot Expansion project and
$684,000 in PTMISEA funds to the Station Plan. The current phases of these
projects are now complete. The Rail Program is requesting approval to reallocate
the remaining balances of these funds for use on the FY 2011/12 Perris Valley Line
CCTV and FY 2010/11 Operations Control Center projects. No budget adjustments
are necessary, as the project expenditures will be incurred subsequent to
FY 2011/12.
Funding
Year
From
To
Amount
Prop 1B
FY2008/09
La Sierra Parking Expansion
Perris Valley Line CCTV &
Operations Control Center
$724,268
Prop 1B
FY2009/10
Station Rehabilitation Plan
$635,847
Financial Information
No
FY 2010/11
$1,490,476
Yes
FY 2010/11
$ 84,524
In Fiscal Year Budget:
No
Years:
FY 2011/12
Amount:
$ 100,000
N/A
FY 2012/13+
$1,360,115
Yes (*)
Source of Funds:
Prop 1B, LTF, STA, and FTA
Budget Adjustment:
No
Yes (* * )
N/A
FY 2010/11
254199 415 41507 103 25 41502 $1,490,476* (Rail Prop 1B revenues)
GLA No.:
FY 2011/12
002204 97001 241 62 97001 $100,000** (STA transfer out)
003816 59001 221 33 59001 $100,000** (Rail capital transfer in)
Fiscal Procedures Approved:
,,✓vA
Date:
08/17/11
Agenda Item 11
16
AGENDA ITEM 12
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Sheldon Peterson, Rail Manager
THROUGH:
Robert Yates, Multimodal Services Director
SUBJECT:
Agreement with Universal Protection Service to Provide Security
Guard Services for Five Commission -Owned Commuter Rail
Stations
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 11-24-057-00 to Universal Protection Service for
security guard services at the five Commission -owned commuter rail stations
for a three-year term, and two one-year options in the amount of
$5,367,382, plus a contingency amount of $536,718, for a total amount
not to exceed $5,904,100;
2) Authorize the Chair, 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:
Since the Commission first opened the commuter rail stations, it has provided
24 -hour security guard services to protect life and property. The security guards
are required to serve a number of roles in the field and the quality, dependability,
and effectiveness of the security guards are a direct reflection on the Commission.
The guard force is often the only representative of both the Commission and
Metrolink at the stations on a regular basis. In that role they are expected to be
alert and aware of all safety and security concerns, and also by default, to be good
ambassadors at the stations. On a daily basis, the guards assist riders with
ticketing, determining schedules, directing riders to the appropriate trains,
platforms, and buses as necessary. In addition, they protect the Commission's
property as well as keep an eye on the hundreds of parked cars at the stations.
Transportation security is a national top priority and the security guard force is the
most direct means for the Commission to secure the stations. Several significant
improvements have been made to the security process at the stations based on a
detailed security assessment that was completed in 2010. Some of the
Agenda Item 12
17
improvements include expanded staffing for observing the security cameras,
additional afternoon/late night supervision, increased reporting, an electronic tour of
duty monitoring system, security carts, and expanded tracking and database
system. The contract with Western Area Security Services (WASS) has been in
place for 10 years. Recently the contract was amended for a six-month period in
order for staff to undertake a competitive procurement of a new contract for
security services.
Procurement Process
The Commission generally utilizes the low -bid methodology for scopes of services
that are complete and clearly delineated, where price is the only relevant factor
that could distinguish qualified firms. The low -bid procurement precludes
Commission staff from discussing a vendor's approach to performing the required
services with any potential bidder. When the Commission must rely on a vendor to
provide safety related services, factors other than price must be considered. For
these types of services, a firm's capacity, performance history, qualifications,
experience, and approach are relevant considerations in the procurement process.
A negotiated procurement, or request for proposals (RFP), affords staff the
opportunity to evaluate and discuss price and other technical factors with
proposers. Accordingly, staff issued RFP No. 11-24-057-00 to secure services
from a qualified firm to provide security guard services for the five Commission -
owned commuter rail stations — Downtown Riverside, La Sierra, North Main
Corona, Pedley, and West Corona.
The RFP was released by staff and advertised on March 1, 2011. The weighted
factor method of source selection was determined by staff to be the most
appropriate for this procurement, as it allows the Commission to identify the most
advantageous proposal with price and other technical factors considered. Non -
price factors used to evaluate the proposers under this RFP included elements such
as experience, qualifications of the firms and personnel, and the firms' relative
ability to respond to the requirements set forth under the terms of the RFP. Price
comprised 40% of the maximum possible points under the evaluation criteria.
A pre -proposal conference was held at the Commission's office on March 10 and
twelve firms attended. Commission staff responded to all questions submitted by
potential proposers prior to the March 17 deadline. Twenty-three firms submitted
responsible and responsive proposals prior to the April 4 submittal deadline.
Utilizing the evaluation criteria set forth in the RFP, the twenty-three firms were
evaluated and scored by an evaluation committee comprised of Commission staff,
Bechtel staff, and a representative from the Los Angeles County Sheriff's
Department who serves as Metrolink's police force. Scoring was based entirely
upon the evaluation criteria set forth in the RFP.
Agenda Item 12
18
Based on the evaluation committee's assessment of the written proposals, and
pursuant to the terms of the RFP, the evaluation committee shortlisted and invited
five firms to the interview phase of the evaluation and selection process. The
shortlisted firms included:
• All Nation Security Services, Inc. (All Nation)
• American Guard Services, Inc.
• Contact Security, Inc.
• Universal Protection Service (Universal)
• Western Area Security Services (WASS)
Interviews with the above referenced firms were conducted on May 17, and, as a
result, the evaluation committee proceeded to invite All Nation, Universal, and
WASS to a best and final offer phase to achieve the most competitive pricing from
each firm. A subsequent teleconference was held with each of the three firms to
clarify remaining concerns.
Based on the foregoing procurement process, the respective evaluation ranking,
inclusive of pricing, is as follows:
Firm
Overall Rank
Price
Price Rank
Universal Protection Service
1
$5,367,381
2
Western Area Security Services
2
$5,642,366
3
All Nation Security Services,
Inc.
3
$4,306,677
1
Universal offered the most advantageous combination of relevant qualifications,
experience, approach, understanding, and pricing. The technical, non -price factors
that earned Universal the highest score were related to its past performance based
on reference checks, experience, and qualifications, including its experience in
providing security to Metrolink at Union Station. Pricing was evaluated based upon
the firms' fixed labor rates for security guard services. Universal ranked second of
the three firms as to price.
Based on the stated criteria, Universal earned the highest evaluation score.
Accordingly, the evaluation committee recommends the award of Agreement
No. 11-24-057-00 to Universal for security guard services at the Commission -
owned commuter rail stations for a three-year term and two one-year options. The
contract amount is $5,367,382, plus a contingency amount of $536,718 for a
total contract value of $5,904,100. The contingency amount shall be used for
additional service locations assigned to Universal, if necessary, and for the
Commission's special events held at the commuter rail stations.
Agenda Item 12
19
Universal's rates are considered fair and reasonable based upon adequate price
competition and the historical cost paid for comparable services by the
Commission. It should be noted that All Nation has submitted a protest of the
recommended action using price as its justification. Commission policy is that price
is not a valid category in which to protest an award and as such, the protest was
denied.
The Commission's standard form professional services agreement will be entered
into with Universal subject to any changes approved by the Executive Director, and
pursuant to legal counsel review.
Financial Information
In Fiscal Year Budget:
Yes
N/A
Year:
FY 2011/12
FY 2012/13+
Amount:
$766,134
$5,137,966
Source of Funds:
Local Transportation Fund (LTF)
funds
Budget Adjustment:
No
N/A
GL/Project Accounting No.:
244001-81006-00000-0000 103-24-81006
244002-81006-00000-0000 103-24-81006
244003-81006-00000-0000 103-24-81006
244004-81006-00000-0000 103-24-81006
244006-81006-00000-0000 103-24-81006
Fiscal Procedures Approved:
N„ia�ua .;�Aa
Date:
08/15/11
Attachment: Agreement with Universal Protection Service for Guard Services at the
Commission -Owned Stations.
Agenda Item 12
20
Agreement No. 11-24-057-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR SECURITY
GUARD SERVICES WITH UNIVERSAL PROTECTION SERVICE
1. PARTIES AND DATE.
This Agreement is made and entered into this _ day of , 2011, by and between the
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and
UNIVERSAL PROTECTION SERVICE ("Contractor"), a [ LEGAL STATUS OF
CONTRACTOR e.g., CORPORATION ].
2. RECITALS.
2.1 Contractor desires to perform and assume responsibility for the provision of
certain professional consulting services required by Commission on the terms and conditions
set forth in this Agreement. Contractor represents that it is a professional Contractor,
experienced in providing security guard services to public clients and is familiar with the scope
of services of Commission.
2.2 Commission desires to engage Contractor to render certain consulting
services for the conduct of Security Guard Services ("Project") as set forth herein.
3. TERMS.
3.1 General Scope of Services. Contractor promises and agrees to furnish to
Commission all labor materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately provide professional consulting services and advice on
various issues affecting the decisions of Commission regarding the Project and on other
programs and matters affecting Commission, hereinafter referred to as "Services". The
Services are more particularly described in Exhibit "A" attached hereto and incorporated herein
by reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state, and federal laws, rules and regulations.
3.2 Term. The term of this Agreement shall commence on the date first specified
above and shall continue in effect for three (3) years, unless earlier terminated as provided
herein. Commission shall have the option, in its sole discretion, to extend the term of this
Agreement for up to two (2) consecutive one (1) year periods. Consultant shall complete the
Services within the term of this Agreement and shall meet any other established schedules and
deadlines.
3.3 Schedule of Services. Contractor shall perform the Services expeditiously,
within the term of this Agreement, and in accordance with the Schedule of Services. Contractor
represents that it has the professional and technical personnel required to perform the Services
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in conformance with such conditions. In order to facilitate Contractor's conformance with the
Schedule, the Commission shall respond to Contractor's submittals in a timely manner. Upon
request of the Commission, Contractor shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
3.4 Independent Contractor; Control and Payment of Subordinates. The
Services shall be performed by Contractor under its supervision. Contractor will determine the
means, method and details of performing the Services subject to the requirements of this
Agreement. Commission retains Contractor on an independent contractor basis and Contractor
is not an employee of Commission. Contractor 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 Contractor shall not be employees of Commission
and 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
of Services under this Agreement and as required by law. Contractor shall be responsible for all
reports and obligations respecting such additional personnel, including, but not limited to: social
security taxes, income tax withholding, unemployment insurance, and workers' compensation
insurance.
3.5 Conformance to Applicable Requirements. All work prepared by Contractor
shall be subject to the approval of Commission.
3.6 Substitution of Key Personnel or Sub -Contractors. Contractor has
represented to Commission that certain key personnel and sub -Contractors will perform and
coordinate the Services under this Agreement. Should one or more of such personnel or sub -
Contractors become unavailable, Contractor may substitute other personnel or sub -Contractors
of at least equal competence and experience upon written approval of Commission. In the
event that Commission and Contractor cannot agree as to the substitution of key personnel or
sub -Contractors, Commission shall be entitled to terminate this Agreement for cause, pursuant
to provisions of Section 3.16 of this Agreement. The key personnel and sub -Contractors for
performance of this Agreement are as follows: Roger Langer, Paul Strankowski, Steven
Merkler, Mark Sullivan, Robert Ryan.
3.7 Commission's Representative. Commission hereby designates 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
power to act on behalf of Commission for all purposes under this Agreement. Contractor shall
not accept direction from any person other than Commission's Representative or his or her
designee.
3.8 Contractor's Representative. Contractor hereby designates Robert Ryan, or
his or her designee, to act as its representative for the performance of this Agreement
("Contractor's Representative"). Contractor's Representative shall have full authority to
represent and act on behalf of the Contractor for all purposes under this Agreement. The
Contractor's Representative shall supervise and direct the Services, using his or her best skill
and attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Agreement.
3.9 Coordination of Services. Contractor agrees to work closely with
Commission staff in the performance of Services and shall be available to Commission's staff,
22
Contractors and other staff at all reasonable times.
3.10 Standard of Care; Licenses. Contractor shall perform the Services under
this Agreement in a skillful and competent manner, consistent with the standard generally
recognized as being employed by professionals in the same discipline in the State of California.
Contractor represents and maintains that it is skilled in the professional calling necessary to
perform the Services. Contractor warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services 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 Services and that such
licenses and approvals shall be maintained throughout the term of this Agreement. Contractor
shall perform, at its own cost and expense and without reimbursement from Commission, any
Services necessary to correct errors or omissions which are caused by the Contractor'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 Contractor's errors and omissions.
3.11 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 Project or the Services, 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 Services. If the Contractor performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to Commission,
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 Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.12 Insurance.
3.12.1 Time for Compliance. Contractor 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, Contractor shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance required
under this section.
3.12.2 Minimum Requirements. Contractor 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 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 Agreement. Such insurance shall meet at least the following
minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
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(B) 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 general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit;
(2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3)
if Contractor has an employees, Workers' Compensation and Employer's Liability: Workers'
Compensation limits as required by the Labor Code of the State of California. Employer's
Practices Liability limits of $1,000,000 per accident.
3.12.3 Professional Liability. Contractor shall procure and maintain, and
require its sub -Contractors to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim.
3.12.4 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Contractor 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 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 and agents, 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 and agents shall be excess of the Contractor'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
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 and
agents, 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 and agents shall be excess of the
Contractor'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 Contractor.
(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
24
provided to the Commission, its directors, officials, officers, employees and agents.
3.12.5 Deductibles and Self -Insurance Retentions. Any deductibles or
self -insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self -insured retentions as presented,
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 and agents; or, (2) the Contractor shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative and
defense expenses.
3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the Commission.
3.12.7 Verification of Coverage. Contractor shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements for
each insurance policy shall be signed by a person authorized by that insurer to bind coverage
on its behalf. All certificates and endorsements must be received and approved by the
Commission before work commences. The Commission reserves the right to require complete,
certified copies of all required insurance policies, at any time.
3.13 Safety. Contractor shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, 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: (A) adequate life protection
and life saving equipment and procedures; (B) instructions in accident prevention for all
employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders,
bridges, gang planks, confined space procedures, trenching and shoring, equipment and other
safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all
safety measures.
3.14 Fees and Payment.
3.14.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth
in Exhibit "C" attached hereto. The total compensation shall not exceed Three Million One
Hundred Forty One Thousand One Hundred Thirty Three Dollars ($3,141,133]) without
written approval of Commission's Executive Director ("Total Compensation"). Extra Work may
be authorized, as described below, and if authorized, will be compensated at the rates and
manner set forth in this Agreement.
3.14.2 Payment of Compensation. Contractor shall submit to
Commission a monthly statement which indicates work completed and hours of Services
rendered by Contractor. The statement shall describe the amount of Services and supplies
provided since the initial commencement date, or since the start of the subsequent billing
periods, as appropriate, through the date of the statement. Commission shall, within 45 days of
25
receiving such statement, review the statement and pay all approved charges thereon.
3.14.3 Reimbursement for Expenses. Contractor shall not be reimbursed
for any expenses unless authorized in writing by Commission.
3.14.4 Extra Work. At any time during the term of this Agreement,
Commission may request that Contractor perform Extra Work. As used herein, "Extra Work"
means any work which is determined by Commission to be necessary for the proper completion
of the Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work
without written authorization from Commission's Executive Director.
3.15 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred and fees charged under this Agreement.
All such records shall be clearly identifiable. Contractor shall allow a representative of
Commission during normal business hours to examine, audit, and make transcripts or copies of
such records and any other documents created pursuant to this Agreement. Contractor shall
allow inspection of all work, data, documents, proceedings, and activities related to the
Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.16 Termination of Agreement.
3.16.1 Grounds for Termination. Commission may, by written notice to
Contractor, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Contractor of such termination, and specifying the effective date thereof.
Upon termination, Contractor shall be compensated only for those services which have been
fully and adequately rendered to Commission through the effective date of the termination, and
Contractor shall be entitled to no further compensation. Contractor may not terminate this
Agreement except for cause.
3.16.2 Effect of Termination. If this Agreement is terminated as provided
herein, Commission may require Contractor to provide all finished or unfinished Documents and
Data, as defined below, and other information of any kind prepared by Contractor in connection
with the performance of Services under this Agreement. Contractor shall be required to provide
such document and other information within fifteen (15) days of the request.
3.16.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, Commission may procure, upon such terms and in such
manner as it may determine appropriate, services similar to those terminated.
3.17 Delivery of Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONTRACTOR: COMMISSION:
Universal Protection Service Riverside County
1551 North Tustin Avenue, 6'h Floor Transportation Commission
rd
Santa Ana, CA 92705 4080 Lemon Street, 3 Floor
26
Riverside, CA 92501
Attn: Robert Ryan Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed
to the party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by Contractor
under this Agreement ("Documents & Data").
Contractor 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.
Contractor represents and warrants that Contractor has the legal right to
grant the exclusive and perpetual license for all such Documents & Data. Contractor makes no
such representation and warranty in regard to Documents & Data which were prepared by
design professionals other than Contractor or provided to Contractor 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 Contractor under this Agreement as well as
any other such Intellectual Property prepared or developed by or on behalf of Contractor 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 Contractor, and whether
or not developed by Contractor. Contractor will execute separate written assignments of any
and all rights to the above referenced Intellectual Property upon request of Commission.
Contractor shall also be responsible to obtain in writing separate written
assignments from any subcontractors or agents of Contractor of any and all right to the above
27
referenced Intellectual Property. Should Contractor, 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
Contractor 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 Contractor. However, unless otherwise identified and stated
prior to execution of this Agreement, Contractor represents and warrants that it has the right to
grant the exclusive and perpetual license for all such Intellectual Property as provided herein.
Commission further is granted by Contractor a non-exclusive and
perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise
owned by Contractor 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 Contractor in
connection with the performance of this Agreement shall be held confidential by Contractor.
Such materials shall not, without the prior written consent of Commission, be used by
Contractor 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 Contractor which is otherwise known to Contractor
or is generally known, or has become known, to the related industry shall be deemed
confidential. Contractor 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 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.20 Attorney's Fees. If either party commences an action against the other
party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing party in such litigation shall be entitled to have and recover from the
losing party reasonable attorney's fees and costs of such actions.
3.21 Indemnification. Contractor shall defend, indemnify and hold Commission,
its directors, officials, officers, employees, Contractors, agents and volunteers 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 any alleged negligent acts, omissions or willful misconduct
of Contractor, its officials, officers, employees, agents, Contractors and contractors arising out
of or in connection with the performance of the Services, the Project or this Agreement,
including without limitation the payment of all consequential damages and attorney's fees and
other related costs and expenses. Contractor shall defend, at Contractor'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 or its directors, officials, officers, employees,
Contractors, agents and volunteers. Contractor shall pay and satisfy any judgment, award or
28
decree that may be rendered against Commission or its directors, officials, officers, employees,
Contractors, agents and volunteers, in any such suit, action or other legal proceeding.
Contractor shall reimburse Commission and its directors, officials, officers, employees,
Contractors, agents and/or volunteers, for any and all legal expenses and costs incurred by
each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Commission or its directors, officials, officers, employees, Contractors, agents and volunteers.
The indemnification language above shall apply except as to design professional
services, as defined in Civil Code section 2782.8, including any architect, landscape architect,
engineer or land surveyor services, provided pursuant to this Agreement. As to such Services,
to the fullest extent permitted by law, Contractor shall defend, indemnify and hold Commission,
its directors, officials, officers, employees, Contractors, 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 any alleged negligence, recklessness, or willful misconduct
of Contractor, its officials, officers, employees, agents, Contractors, and contractors arising out
of or in connection with the performance of the Services, including without limitation the
payment of all consequential damages, expert witness fees, and attorneys fees and other
related costs and expenses. Contractor shall defend, at Contractor'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,
Contractors, 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, Contractors, employees and volunteers, in any such suit, action or other legal
proceeding. Contractor shall reimburse the Commission and its directors, officials, officers,
agents, Contractors, 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, Contractors, employees and volunteers.
3.22 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both parties.
3.23 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
3.24 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.25 Commission's Right to Employ Other Contractors. The Commission
reserves the right to employ other Contractors in connection with this Project.
3.26 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Contractor without the prior
written consent of Commission.
3.27 Prohibited Interests.
29
3.27.1 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 Agreement. 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 Agreement. For
breach or violation of this warranty, Commission shall have the right to rescind this Agreement
without liability.
3.27.2 Conflict of Interest. For the term of this Agreement, no member,
officer or employee of Commission, during the term of his or her service with Commission, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
3.28 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, sex or age. Such non-
discrimination shall include, but not be limited to, all activities related to initial employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Contractor shall also comply with all relevant provisions of Commission's Disadvantaged
Business Enterprise program, Affirmative Action Plan or other related Commission programs or
guidelines currently in effect or hereinafter enacted.
3.29 Subcontracting. Contractor shall not subcontract any portion of the work or
Services required by this Agreement, except as expressly stated herein, without prior written
approval of the Commission. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
3.30 Prevailing Wages. By its execution of this Agreement, Contractor certified
that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et
seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing
Wage Laws"), which require the payment of prevailing wage rates and the performance of other
requirements on certain "public works" and "maintenance" projects. If the Services are being
performed as part of an applicable "public works" or "maintenance" project, as defined by the
Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to
fully comply with such Prevailing Wage Laws. The Commission shall provide Contractor with a
copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement.
Contractor 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 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 claims, liabilities, costs, penalties or
interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.31 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor Code,
and no employer or labor union shall refuse to accept otherwise qualified employees as
indentured apprentices on the work performed hereunder solely on the ground of race, creed,
national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard
wage paid to apprentices under the regulations of the craft or trade in which he or she is
30
employed and shall be employed only in the craft or trade to which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Contractor and
any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall
apply to the joint apprenticeship council administering applicable standards for a certificate
approving Contractor or any sub -Contractor for the employment and training of apprentices.
Upon issuance of this certificate, Contractor and any sub -Contractor shall employ the number of
apprentices provided for therein, as well as contribute to the fund to administer the
apprenticeship program in each craft or trade in the area of the work hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor
Code in regard to all apprenticeable occupations lies with Contractor.
3.32 No Waiver. Failure of Commission to insist on any one occasion upon strict
compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver
of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or
powers hereunder at any one time or more times be deemed a waiver or relinquishment of such
other right or power at any other time or times.
3.33 Eight -Hour Law. Pursuant to the provisions of the California Labor Code,
eight hours of labor shall constitute a legal day's work, and the time of service of any worker
employed on the work shall be limited and restricted to eight hours during any one calendar day,
and forty hours in any one calendar week, except when payment for overtime is made at not
less than one and one-half the basic rate for all hours worked in excess of eight hours per day
("Eight -Hour Law"), unless Contractor or the Services are not subject to the Eight -Hour Law.
Contractor 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 -Contractor 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 Contractor or the Services are
not subject to the Eight -Hour Law.
[signatures on following page]
31
SIGNATURE PAGE
TO
RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR SECURITY
GUARD WITH UNIVERSAL PROTECTION SERVICE
IN WITNESS WHEREOF, this Agreement was executed on the date first written above.
RIVERSIDE COUNTY UNIVERSAL PROTECTION SERVICE
TRANSPORTATION COMMISSION
By:
Gregory S. Pettis, Chairman Signature
Name
Title
APPROVED AS TO FORM:
By:
Best, Best & Krieger LLP
General Counsel
32
EXHIBIT A
STATEMENT OF WORK
STATION LOCATIONS
A. Contractor shall provide security services for the Riverside County Transportation
Commission (hereinafter "ROTC" or "Commission") at each of the following Metrolink
commuter rail stations in the County of Riverside.
1. Riverside Downtown Station — 4066 Vine Street, Riverside, CA 92507
2. Pedley Station — 6001 Pedley Road, Riverside, CA 92509
3. La Sierra Station — 10901 Indiana Avenue, Riverside, CA 92503
4. West Corona Station — 155 S. Auto Center Drive, Corona, CA 92880
5. North Main Corona Station (including Parking Structure) — 250 East Blaine, Corona,
CA 92879
II. SCOPE OF SERVICES
The successful Contractor will provide the following:
A. General Requirements
1. Monitor commuter rail stations by walking each facility, riding a golf cart and/or
whatever other means the Commission considers best for each facility and/or station
location.
2. Provide security for patrons, buildings, vehicles and personnel at the commuter rail
stations identified herein. This will include, but not be limited to, making rounds and
clock rounds of assigned areas and key locations, responding to alarms, and assuring
locks of gates and doors.
3. Respond to alarms, suspicious activities, fires, injuries, security incidences, or any
emergency situation.
4. Write reports to document incidents, as required.
5. Follow guidelines and requirements set forth in the Post Orders (see paragraph 1 11
below) developed by the Successful Contractor.
6. Communicate with a broad diversity of persons, including the communication of
information to station patrons in a courteous and professional manner.
7. Take photographs and document violations and incidents, as required.
33
8. Perform any other duties or functions not specifically outlined or set forth above but
which are reasonably identified as falling within the scope and realm of a security
officer's duties and responsibilities.
B. Work Force and Assignments
1. Contractor shall station a minimum of one Security Officer at each commuter rail
station at all times.
a. The Riverside Downtown Station is an exception due to the equipment layover at
night - requiring a second guard equipped with pepper spray for the night shift and
weekends.
b. The night and weekend shift guards at the Riverside Downtown Station are
required to work a total of eighty-eight hours per week.
2. A guard is required to operate the Closed Circuit Television (CCTV) System located
at the Riverside Downtown Station at all times.
3. All Security Officers, except for the Downtown guards working nights and weekends,
shall be unarmed.
4. Security Guards will be required to wear appropriate security uniforms. Officers shall
conduct high visibility security of platforms and parking areas and shall patrol these
areas hourly throughout the shift.
5. The Contractor will provide an adequate supply of flashlights and batteries, raingear,
uniforms, clipboards and any other personnel equipment reasonably necessary for
each guard to perform their duties. All equipment utilized by the Contractor in the
execution of the agreement shall be maintained by the contractor.
6. The schedule of the guard shifts will be based on the commuter rail train schedule.
Security Officers will be required assist train riders with ticket purchases and
schedules.
C. Communications and Records
1. Officers shall be in communication with Contractor headquarters and shall have
mobile communication capability to contact police, if necessary.
2. Contractor shall be required to utilize the existing Deggy electronic guard tour system
at each commuter rail station location.
3. Contractor shall provide accurate, legible, detailed reports of daily activity (DARs) and
submit to the Commission using the Commission's Rail Station Security Application
Database.
a. The DARs should include but not be limited to all unsafe equipment or conditions
of site, any accidents or injuries occurring on property, all equipment failure,
schedule of services providers and a count of vehicles remaining in parking lots
after hours.
34
4. In the event of emergency, incidents shall be reported to the designated Commission
representative immediately.
D. Minimum Qualifications for Prospective Security Officers
1. Must be a graduate of a state certified security officer/guard training program and
possess current, valid Consumer Affairs guard cards, certification to carry mace (a
chemical agent), and handcuffs. All Contractors and Security Guards shall possess all
necessary certificates and permits required by state and any local jurisdiction.
2. Must possess current First Aid and CPR (Cardiopulmonary Resuscitation) certification
cards. Certification as an Emergency Medical Technician level (EMT -1) may
substitute for the first aid requirement.
3. May not be employed under this contract if he or she currently or in the past has been
involved in:
a. Any felony conviction;
b. Military conduct resulting in dishonorable or undesirable discharge;
c. Any pattern of irresponsible behavior, including but not limited to unreasonable
driving, theft, or a problem employee record.
4. Must be fully literate in the English language (i.e., able to read, write, speak) and
understand clearly. All personnel shall be capable of properly writing reports and
maintaining a daily activity log.
5. Must meet the following requirements regarding personal behavior and ability:
a. Ability to meet and deal tactfully with government personnel, facility employees and
the general public;
b. Ability to understand, explain, interpret and apply rules, regulations, directives and
procedures;
c. Possess poise, self-confidence and an ability to make sound decisions and react
quickly under stressful conditions;
d. Ability to prepare clear and concise reports;
e. Ability to learn and adapt to changing situations;
f. Ability to accept and respond to instructions and direction.
6. Must meet the physical demands. The work requires frequent and prolonged walking,
standing, sitting and some running. It is possible the guards may encounter smoke
and/or chemicals. Occasionally, security personnel may be required to subdue violent
35
or potentially violent people. Accordingly, physical stamina in all its forms (mental,
climate -related, etc.) is a basic physical requirement of this position.
E. Supervision and Training
Contractor's supervisory duties shall include, but not be limited to:
1. Provide an adequate, appropriate level of field supervision for security officers
working the fixed posts.
2. Provide security guard training, at no cost to the Commission, at least twice a year for
each guard.
3. Ensure that relevant contractor personnel obtains applicable Verint certification within
the first six months of the contract.
4. Coordinate all security operations and services for regular and event assignments
with the Commission to ensure that all are properly staffed.
III. POST ORDERS
The SUCCESSFUL security Contractor shall provide "post orders" to guide the
performance of its security personnel on Commuter Rail facilities. Contractor shall
submit a complete, final copy of the post orders for RCTC review and approval by no
more than six months from the issuance of the Notice to Proceed. These post orders
shall be prepared in consultation with the RCTC and shall be subject to regular update
and inspection by RCTC. RCTC shall provide interested parties, upon request and
adequate notice, access to the existing post orders. The existing post orders will be
made available for review at the RCTC offices, located at 4080 Lemon St., 3`d Floor,
Riverside, CA 92501. Please contact Matt Wallace at (951) 787-7141 to schedule a
review of the documents.
Post orders shall be written and contain complete duty instructions for staffing each
individual post, including provisions for handling critical incidents (emergency
procedures). All contact security personnel shall have access to these post orders at all
times while on duty. All contract security personnel are responsible for knowing the
locations of these written post orders and shall be familiar with their contents. RCTC
shall have a comprehensive set of all post orders in their possession.
Post orders define the basic work to be performed by contract security personnel at a
specific site. Post orders shall include, but are not limited to:
1. Facility information (e.g. schedule of train operations, passenger information,
bus schedules and service provider information)
2. Facility rules and regulations
3. Operation of equipment (e.g. ticket vending and validator machines)
36
4. Vehicular traffic control
5. Access control procedures
6. Emergency and critical incident response procedures
7. Security and communication control systems
8. Rail safety procedures
9. Response to injury and illness
10. Safeguarding property
11. Interaction with vendors
End of Statement of Work
37
AGENDA ITEM 13
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Edda Rosso, Capital Projects Manager
Richard Bryan, Bechtel Rail Projects Manager
Stephen Bennett, Bechtel Construction Manager
THROUGH:
Marlin Feenstra, Project Delivery Director
SUBJECT:
Amendment to Agreement with Owen Design Group, Inc. to
Provide Construction Management Services for the Perris
Multimodal Facility
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Approve Agreement No. 08-33-011-04, Amendment No. 4 to Agreement
No. 08-33-01 1-00, with Owen Design Group, Inc. (Owen Group) for
construction management services for the Perris Multimodal (PMM) Facility
in an amount not to exceed $100,000;
2) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission;
3) Approve a FY 2011/12 expenditure budget increase of $100,000 related to
the PMM Facility construction management; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
At its September 2007 meeting, the Commission awarded Owen Group an
agreement to perform construction management services to support pre -bid and bid
phases and to manage construction of the North Main Corona Station (NMC)
parking structure and PMM facility projects. The agreement was executed and
work started on October 1 5, 2007.
The contract for the construction of the NMC Station parking structure was
awarded to McCarthy Building Companies on November 14, 2007, with an
authorized amount of $21.1 million. Work started on January 7, 2008, and was
substantially completed on June 29, 2009. The facility opened to the public on
July 20, 2009. The project has been completed below the authorized amount with
$132,256 remaining. The design engineer for the NMC Station parking structure
was Stantec Architects, and at this time staff is assessing opportunities under the
Agenda Item 13
38
errors and omissions (E&O) clauses of the design agreement and is working with
legal counsel to evaluate a basis for recovery.
The contract for construction of the PMM Facility was awarded to LA Engineering
on November 12, 2008, with an authorized amount of $5.4 million. Work started
on January 5, 2009, and was substantially completed by January 10, 2010. Close
out activities, including change order and claims negotiations, are underway.
Psomas was the design engineer for the PMM Facility.
Numerous changes and the delayed start of construction work on the PMM Facility
increased the effort required by the construction manager (CM) and Amendment
Nos. 1, 2 and 3 have addressed those issues.
Additional Services For Amendment No. 4
Additional construction management support efforts and additional scope beyond
what was originally anticipated in Amendment Nos. 1, 2 and 3 have occurred
thereby requiring Amendment No. 4 in the not to exceed amount of $100,000.
The reasons for this increase are itemized below:
Perris Multimodal Facility
1) Prepare as -built drawings for the project;
2) Complete negotiations with the contractor for remaining contract change
orders and claims to the extent possible; and
3) Prepare documents for discussion of E&O review with the designer for the
PMM Facility project.
Time Adjustment
The time set forth in the original agreement was insufficient due to the later than
anticipated start of the PMM Facility project. The original completion date of CM
services of August 31, 2009, was revised to March 31, 2010, by Amendment
No. 1. As CCTV configuration and traffic signal interface issues remained at PMM
Facility, Amendment No. 2 extended time to June 30, 2010 to complete this work.
Protracted discussion of change orders and claims has occurred on PMM Facility,
and Amendment No. 4 extends the period to December 31, 2011 to complete this
work.
Recovery of Costs
As discussed at the April 14, 2010 Commission meeting, much of the CM's work
at NMC Station and PMM Facility has been involved in completing missing design
details or correcting design errors. The Commission has now entered into tolling
Agenda Item 13
39
agreements with the designers, Stantec and Psomas respectively, to discuss these
matters. Staff has reviewed the changes at NMC Station with legal counsel that it
believes warrant rebated cost from the designer and discussion with Stantec will be
underway shortly. A similar discussion with Psomas awaits the resolution of
change orders/claims at PMM Facility.
SUMMARY:
The additional work and additional scope items required by the CM team have
resulted in the depletion of the original agreement and amendment's funding earlier
than expected.
The original agreement and the cost estimate provided by Owen Group anticipated
a project completion date of August 31, 2009. Due to the late start of the PMM
Facility, the extended change order negotiations, the additional work, the
negotiations on claims, the preparation of as-builts, and the preparation of
documents for the E&0, this proposed amendment will extend the agreement term
to December 31, 201 1 .
The item previously presented under Agenda Item No. 11 provided for the
reallocation of $100,000 in State Transit Assistance funds to the PMM Facility
project. A budget adjustment to increase FY 2011/12 expenditures $100,000 is
required.
Financial Information
In Fiscal Year Budget:
No
Year:
FY 2011/12
Amount:
$100,000
Source of Funds:
State Transit Assistance
Budget
Adjustment:
Yes
GLA No.:
003816 81302 221 33 81302 $100,000
Fiscal Procedures Approved: \Pii,u_da,
Date:
08/17/11
Agenda Item 13
40
AGENDA ITEM 14
RIVERS/DE COUNTY TRANSPORTA TION COMMISS/ON
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Sheldon Peterson, Rail Manager
THROUGH:
Robert Yates, Multimodal Services Director
SUBJECT:
Agreement with Sunesys, LLC to Provide Fiber Optic Connections
and/or Infrastructure to Link the Pedley Station to the Downtown
Riverside Station
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 11-25-132-00 to Sunesys, LLC for fiber optic
connections to link the Pedley Station to the Downtown Riverside Station for
a five-year term for an amount not to exceed $72,000;
2) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Commission has invested in a network of security cameras at all of the
Riverside County commuter rail stations. These cameras supplement the security
guards at the site and are useful as both a deterrent to prevent crimes and as a
forensics tool to investigate events and activities. All 95 cameras in the network
are connected to a central operations center at the Downtown Riverside Station
and observed 24 hours a day. The cameras are connected to Downtown Riverside
Station via fiber optic lines (primarily through Caltrans), except the Pedley Station
cameras. This agreement would establish a new fiber optic connection with
Sunesys to improve reliability and capacity for the Pedley station. The current
connection is a T1 line that has limited capacity and cannot be expanded beyond
the current four cameras at the station. Based on efforts to improve security at the
stations, it is important that an expanded communications network be developed.
The proposed dark fiber installation and license agreement, Agreement
No. 11-25-132-00, with Sunesys is for a license to the Commission for use of
Sunesys' fiber optic connections and/or infrastructure (dark fiber) to link the Pedley
Station to the Downtown Riverside Station. The agreement will allow the
Commission to transfer information between the stations including, but not limited
Agenda Item 14
41
to, security camera and video feed, voice lines and data. A number of alternatives
were evaluated and it was determined that the Sunesys option provide the best
service at the best price. While there is some installation work to be completed by
Sunesys under the agreement, per section 3.1 of the agreement, this work will be
completed at Sunesys' sole cost and expense.
The current Commission Procurement Manual, adopted in 2007, provides that a
competitive procurement should be used for contracts over $50,000 as a matter of
policy, unless non-competitive procurement is in the best interests of the
Commission. In this case, staff believes that it is in the Commission's best interest
to enter into the agreement with Sunesys without competitive procurement. The
Commission has an existing dark fiber license agreement with Sunesys for the
Perris Station. That agreement is at no cost to the Commission, as the license was
provided in exchange for granting Sunesys a license over certain other Commission
property. It would be in the Commission's best interest to utilize the same dark
fiber provider for its commuter rail stations in order to achieve optimal connectivity,
interoperability, and ease of use and maintenance. Further, Sunesys is a well -
qualified provider of dark fiber, and the Commission has had success in working
with Sunesys at its Perris Station. Finally, Commission staff has determined that
Sunesys' license fee is at a commercially reasonable rate.
Government Code section 4525 et seq. establishes procurement procedures for
architectural, landscape architectural, engineering, environmental, land surveying,
and construction project management selection. These provisions are sometimes
referred to as the Mini -Brooks Act. Procurement under the Mini -Brooks Act is to be
made based on demonstrated competence and professional qualifications. The
Mini -Brooks Act is generally regarded as requiring a two-step request for proposal
(RFP) process for services that fall under this Act. Federal funding rules also
require a similar competitive procurement for these types of services. The
proposed agreement with Sunesys does not fall under the Mini -Brooks Act and is
not federally funded. Therefore an RFP process is not required, and the Commission
may enter into the proposed agreement with Sunesys based on the findings above.
The competitive bid requirements applicable to the Commission are set forth in
Public Utilities Code section 130232. This section requires contracts to be
awarded on a low -bid basis for "purchase of all supplies, equipment, and materials,
and the construction of all facilities and works" when the cost exceeds $25,000.
Since the proposed agreement with Sunesys does not involve the purchase of
supplies, equipment, materials, or construction in excess of $25,000, it is not a
low -bid contract under the Public Utilities Code, and the Commission may award
the agreement based on the findings required under the procurement manual as
stated above.
Agenda Item 14
42
Financial Information
In Fiscal Year Budget:
Yes
N/A
Year:
FY 2011/12
FY 2012/13+
Amount:
$ 10,800
$61,200
Source of Funds:
Local Transportation Fund (LTF)
funds
Budget Adjustment:
No
N/A
GL/Project Accounting No.:
244002-73201-00000-0000 103-24-73003
Fiscal Procedures Approved:
Q
Date:
08/16/11
Attachment: Dark Fiber Installation and License Agreement
Agenda Item 14
43
s
Agreement No. 11-25-132-00
DARK FIBER INSTALLATION AND LICENSE AGREEMENT
THIS DARK FIBER INSTALLATION AND LICENSE AGREEMENT ("Agreement") is made as of
, 2011 between Sunesys, LLC, having a place of business at 185 Titus Avenue, Warrington,
PA 18976 ("SUNESYS") and RIVERSIDE COUNTY TRANSPORTATION COMMISSION, having a place of
business at 4080 Lemon Road, 3rd Floor P.O. Box 12008, Riverside, CA 92502-2208 ("Licensee"), who are
sometimes hereinafter collectively referred to as the "Parties" or individually as a "Party."
RECITALS
A. WHEREAS, Licensee has existing underground conduit (the "RCTC Conduit") located on, under and
through certain real property owned by Licensee in the unincorporated area of Pedley, County of Riverside, State of
California, also known as the "Pedley Metrolink Station", and in the City of Riverside downtown area, County of
Riverside, State of California, also known as the "Downtown Riverside Metrolink Station", both Stations are
referenced in Exhibit "A" as the "hub site" and further described therein (the "Property").
B. WHEREAS, the Pedley Metrolink Station and the Downtown Riverside Metrolink Station are
sometimes referred to herein collectively, as the "Metrolink Stations" or "Stations" and individually, as the
"Metrolink Station" or "Station".
C. WHEREAS, SUNESYS is a telecommunications services and dark fiber provider and proposes to use
its fiber optic connections and/or infrastructure to link the Metrolink Stations in order to allow transfer by Licensee
of information including, but not limited to, camera and video feed, voice lines and data.
D. WHEREAS, SUNESYS shall install or run two (2) fiber optic strands from the adjacent telephone
pole through the RCTC Conduit to Licensee's communications room at each Station, and shall run the two (2) fiber
optic strands from the RCTC Conduit at each Station through SUNESYS' fiber optic connections and/or
infrastructure in order to connect the Pedley Metrolink Station to the Downtown Riverside Metrolink Station, as
further described and depicted in Exhibit "B". The two (2) fiber optic strands as described in this paragraph are
referred to in this Agreement as the "Licensed Fiber Optic Strands" and shall be provided and maintained by
SUNESYS for Licensee's exclusive use.
E. WHEREAS, SUNESYS agrees to install and grant Licensee an exclusive license to use the
Licensed Fiber Optic Strands subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
TERMS
1. DEFINITIONS
As used in this Agreement:
1.1 "Authorized Use" means the intended business use of Licensed Fiber Optic Strands by
Licensee or its employees, officers or agents for telecommunication traffic purposes.
1.2 "Dark Fiber" means one or more fiber optic strands subject to this Agreement through which
an associated light, signal or light communication transmission must be provided to furnish service.
17336.00603\6034229.1
44
1.3 "Licensed Fiber Optic Strands" means the two (2) Strands of Dark Fiber to be installed and
used to connect the Pedley Metrolink Station to the Downtown Riverside Metrolink Station, as further described
in Recitals C and D above, and as described and depicted in Exhibit "B", attached hereto and incorporated
herein by reference.
1.4 "Services" means the provision, installation and maintenance of the Licensed Fiber Optic
Strands by SUNESYS including, but not limited to, the "Work" as described in Section 3 of this Agreement and
the "Maintenance and Operation" as described in Sections 7.1-7.3 and 7.8 of this Agreement.
1.5 "Strands" means individual fiber optic strands.
1.6 "Taxes" means all sales, use, gross receipts, excise, access, bypass and other local, state and
federal taxes, charges, fees and surcharges (including, without limitation, telecommunications taxes, universal
service fees and other similar charges), however designated, imposed on or based upon the provision, lease,
license, sale or use of the Licensed Fiber Optic Strands, but excluding any taxes assessed upon the net income
or imposed upon the capital of SUNESYS.
2. GRANT OF LICENSE
SUNESYS grants to Licensee and Licensee accepts from SUNESYS an exclusive and indefeasible license
solely for Authorized Use of the Licensed Fiber Optic Strands (the "License"), as provided in this Agreement.
Licensee shall have no further right, title or other interest in the Licensed Fiber Optic Strands or any other property
of SUNESYS. During the term of this Agreement, SUNESYS shall have no right to grant or renew any rights to
use the Licensed Fiber Optic Strands other than to Licensee.
3. WORK
3.1 SUNESYS shall, at its sole cost and expense, install the Licensed Fiber Optic Strands as
described herein on or before One Hundred Twenty (120) days following the execution of this Agreement (the
"Completion Date"). SUNESYS covenants that the Licensed Fiber Optic Strands shall be installed in a good
and workmanlike manner, and substantially and in all material respects in accordance with standard fiber optic
specifications. SUNESYS shall conduct all activities on the Property so as not to damage or harm the RCTC
Conduit, or any other person or property located on the Property. SUNESYS shall be responsible for any repair,
maintenance or cleanup required as a result of SUNESYS' entry onto or use of the Property under this
Agreement.
3.2 SUNESYS shall, at its sole cost and expense, test the Licensed Fiber Optic Strands to verify
that the Licensed Fiber Optic Strands are installed and operational in accordance with standard fiber optic
specifications. When SUNESYS has determined that the results of the testing with respect to the entire span
show that the Licensed Fiber Optic Strands so tested are installed and operating in accordance with such
specifications, SUNESYS shall promptly notify Licensee in writing.
3.3 If and when SUNESYS gives written notice to Licensee that the Licensed Fiber Optic Strands
are installed and operational, Licensee shall provide SUNESYS with written notice accepting (or rejecting by
specifying the defect or failure in the testing that is the basis for such rejection) the Licensed Fiber Optic
Strands. If Licensee fails to notify SUNESYS of its acceptance or rejection of the final test results with respect
to the Licensed Fiber Optic Strands within thirty (30) days after Licensee's receipt of notice from SUNESYS of
such test results, Licensee shall be deemed to have accepted the Licensed Fiber Optic Strands. If, during the
course of such installation and testing, any material deviation from standard specifications is discovered, the
installation of the affected portion of the Licensed Fiber Optic Strands shall be repaired to such specification by
SUNESYS. The date of such notice of acceptance (or deemed acceptance) of all the Licensed Fiber Optic
Strands on the Property shall be the "Acceptance Date."
2
45
4. CONSIDERATION
4.1 Licensee shall pay to SUNESYS a monthly license fee of One Thousand Two Hundred Dollars
($1,200.00) per month beginning on the Acceptance Date and continuing on the monthly anniversary of the
Acceptance Date.
4.2 Except as otherwise specifically provided, Licensee shall pay all applicable fees and charges
associated with the Licensed Fiber Optic Strands provided for in this Agreement within thirty (30) days after
receipt of invoice.
5. TAXES AND FEES
Licensee shall pay all Taxes, if any, associated with the Licensed Fiber Optic Strands. Such Taxes
may be separately stated on an applicable invoice.
6. LICENSE TERM
The term of this Agreement shall commence on the date first specified above and shall continue in
effect for an initial term of five (5) years ("Term"), unless earlier terminated as set forth herein.
7. MAINTENANCE AND OPERATION
7.1 SUNESYS shall, at its sole cost and expense, maintain the Licensed Fiber Optic Strands at all
times in good working condition and repair, consistent with Licensee's performance needs and with the
standards for similar systems located in the State of California. Licensee shall cooperate with, as may be
reasonably required, SUNESYS in performing said maintenance. In the event of service outages or other
maintenance request, SUNESYS agrees to use best efforts to respond within two (2) hours of time of notice.
7.2 SUNESYS shall, at its sole cost and expense, be responsible for all necessary splicing,
including any splicing required to connect the Licensed Fiber Optic Strands to the RCTC Conduit and/or to any
other fiber serving Licensee. SUNESYS shall, at its sole cost and expense, install, maintain and repair any
laterals required to connect the Licensed Fiber Optic Strands provided under this Agreement to any termination
point outside the portion of the Property shown on Exhibit "B", attached hereto.
7.3 SUNESYS shall, at its sole cost and expense, be responsible for obtaining and maintaining
from the appropriate public or private authority any pole attachment agreements, franchises, licenses, state,
local or right-of-way permits or other authorizations required to enter upon the Property to install the Licensed
Fiber Optic Strands, and to operate and maintain the Licensed Fiber Optic Strands as required under this
Agreement.
7.4 Licensee's use of the Licensed Fiber Optic Strands shall be at Licensee's sole cost and
expense. Any work conducted by Licensee in or around the Licensed Fiber Optic Strands shall be conducted in
a safe manner so as not to physically, electronically or inductively conflict or interfere or otherwise adversely
affect the Licensed Fiber Optic Strands.
7.5 In the event Licensee receives information that the Licensed Fiber Optic Strands are damaged, it
shall notify SUNESYS of said damage by phone at (800) 286-6664. In the event SUNESYS receives information
that the Licensed Fiber Optic Strands are damaged, SUNESYS will notify Licensee of said damage by phone at:
(951) 453-5037. In each case, the caller shall provide the following information:
(a) Name of entity making report.
(b) Location reporting problem.
(c) Name of contact person reporting problem.
3
46
(d) Description of the problem in as much detail as possible.
(e) Time and date the problem occurred or began.
(f) State whether or not the problem presents a jeopardy situation to the Licensed Fiber Optic
Strands.
7.6 Should Licensee require any additional services of SUNESYS not covered under this
Agreement related to the Licensed Fiber Optic Strands, such work shall be pursuant to an amendment to this
Agreement, or to a separate written agreement between the Parties, and shall be conducted at SUNESYS' then
current rates for such work.
7.7 Except to respond to a service outage or a maintenance request as set forth in Section 7.1, or
in the case of an emergency, SUNESYS shall provide no less than twenty-four (24) hours advance written
notice to the following Licensee contact person: prior to entering onto the Property, and shall
only enter the Property during normal business hours. In all cases, SUNESYS shall provide written notice of
any entry onto the Property to the foregoing referenced contact person, which notice shall include, if known to
SUNESYS, the identity of the entity and/or individuals who will enter the Property. Licensee shall have the
right, but not the obligation, to accompany, at all times, any person entering onto the Property on behalf of
SUNESYS, and to reasonably delay the entry of any such person(s) in order to protect Licensee's confidential
information. Further, SUNESYS shall exercise its entry rights under this License in a manner that will not
unreasonably interfere with or unreasonably interrupt Licensee's ordinary business activities on the Property.
8. OWNERSHIP
The Licensed Fiber Optic Strands shall at all times remain the sole and exclusive property of
SUNESYS and legal title shall be held by SUNESYS. Neither the grant of this License nor Licensee's use of
the Licensed Fiber Optic Strands as contemplated herein, shall create or vest in Licensee any easement, interest,
or any other ownership or property right of any nature in the Licensed Fiber Optic Strands or Strands, except
that SUNESYS agrees to Licensee's right to use the Licensed Fiber Optic Strands for Authorized Use during
the term of this Agreement. Licensee shall not grant any security interest in the Licensed Fiber Optic Strands or
any part or component thereof.
9. INDEMNIFICATION
9.1 To the fullest extent permitted by law, SUNESYS shall indemnify, defend and hold harmless
Licensee, its officials, officers, directors, agents, volunteers and employees from and against any claims,
damages, costs, expenses, or liabilities (collectively, "Claims") arising out of or in any way connected with any
negligent act, omission or willful misconduct of SUNESYS, its officials, officers, directors, agents, contractors
and employees in any way related to or arising out of this Agreement and/or the installation and maintenance of
the Licensed Fiber Optic Strands. Such obligation shall include, without limitation, Claims for loss or damage to
any property or for death or injury to any person or persons, mechanics' or other liens of any character, taxes or
assessments of any kind, or interference with the use of the Licensed Fiber Optic Strands except that SUNESYS
shall not be obligated to indemnify, defend or hold harmless Licensee, its officials, officers, directors, agents,
volunteers and employees for Claims caused by the sole negligence of Licensee.
9.2 To the fullest extent permitted by law, Licensee shall indemnify, defend and hold harmless
SUNESYS, its officials, officers, directors and employees from and against any claims, damages, costs, expenses, or
liabilities (collectively, "Claims") arising out of or in any way connected with any negligent act, omission or willful
misconduct of Licensee, its officials, officers, directors, agents and employees in any way arising out of Licensee's
use of the Licensed Fiber Optic Strands under this Agreement. Such obligation shall include, without limitation,
Claims for loss or damage to any property or for death or injury to any person or persons, mechanics' or other liens
of any character, taxes or assessments of any kind, except that Licensee shall not be obligated to indemnify, defend
or hold harmless SUNESYS, its officials, officers, directors, agents and employees for Claims caused by the sole
negligence of SUNESYS.
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47
9.3 Except as otherwise set forth in this Agreement, nothing contained herein will operate as a
limitation on the right of either Party to bring action for damages against any third party based on any act or
omission of such third party as such act or omission may affect the installation, operation, or use of the Licensed
Fiber Optic Strands. Each Party agrees to execute such documents and provide such commercially reasonable
assistance, at the claiming Party's sole expense, as may be reasonably necessary to enable the claiming Party to
pursue any such action against such third party.
10. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
SUNESYS shall perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals in the same discipline in
the State of California. SUNESYS represents and maintains that it is skilled in the professional calling
necessary to perform the Services. SUNESYS warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Finally, SUNESYS represents that it,
its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that
are legally required to perform the Services, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement,
SUNESYS shall perform, at its own cost and expense and without reimbursement from Licensee, any Services
necessary to correct errors or omissions which are caused by SUNESYS' failure to comply with the standard of
care provided for herein. Any employee of SUNESYS or its subcontractors who is determined by Licensee 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 consistent with
the standard of care set forth herein, shall be promptly removed from the project by SUNESYS and shall not be
re-employed to perform any of the Services or to work on the project.
11. LAWS AND REGULATIONS
SUNESYS shall keep itself fully informed of and in compliance with all applicable local, state and
federal laws, rules and regulations in force at the time the Services are performed by SUNESYS and in any
manner affecting the performance of the work or the Services, including all applicable Cal/OSHA requirements,
and shall give all notices required by law. SUNESYS shall be liable for all violations of such laws and
regulations in connection with the Services. If SUNESYS performs any work knowing it to be contrary to such
laws, rules and regulations and without giving written notice to Licensee, SUNESYS shall be solely responsible
for all costs arising therefrom. SUNESYS shall defend, indemnify and hold Licensee, 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. SUNESYS' violation of such laws, rules and regulations shall also constitute a material breach of
this Agreement.
12. INSURANCE
12.1 Time for Compliance. SUNESYS shall not commence the Services under this Agreement
until it has provided evidence satisfactory to Licensee that it has secured all insurance required under this
section. In addition, SUNESYS shall not allow any subcontractor to commence work on any subcontract until
it has provided evidence satisfactory to Licensee that the subcontractor has secured all insurance required under
this section.
12.2 Minimum Requirements. SUNESYS 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 SUNESYS, its agents, representatives,
employees or subcontractors. SUNESYS 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:
12.2.1 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
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48
coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto
Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability:
Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
12.2.2 Minimum Limits of Insurance. SUNESYS shall maintain limits no less than: (1)
General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If
Commercial General Liability Insurance or other form with general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability:: $1,000,000 per accident for bodily injury and property
damage; and (3) 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.
12.2.3 Insurance Endorsements. The insurance policies shall contain the following
provisions, or SUNESYS shall provide endorsements on forms supplied or approved by Licensee to add the
following provisions to the insurance policies:
(a) General Liability. The general liability policy shall be endorsed to state
that: (1) Licensee, its directors, officials, officers, employees, agents and volunteers shall be covered as
additional insureds with respect to the Services or operations performed by or on behalf of SUNESYS,
including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage
shall be primary insurance as respects Licensee, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of SUNESYS' scheduled
underlying coverage. Any insurance or self-insurance maintained by Licensee, its directors, officials, officers,
employees, agents and volunteers shall be excess of SUNESYS' 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) Licensee, 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 SUNESYS or for which SUNESYS is responsible; and (2) the insurance
coverage shall be primary insurance as respects Licensee, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of SUNESYS' scheduled
underlying coverage. Any insurance or self-insurance maintained by Licensee, its directors, officials, officers,
employees, agents and volunteers shall be excess of SUNESYS' 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 Licensee, its directors, officials, officers, employees,
agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed
by SUNESYS.
(d) All Coverages. Each insurance policy required by this Agreement shall be
endorsed to state that: (A) 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 Licensee; and (B) any
failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not
affect coverage provided to Licensee, its directors, officials, officers, employees, agents and volunteers.
12.2.4 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 Licensee, its directors, officials, officers,
employees, agents and volunteers.
12.2.5 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured
retentions must be declared to and approved by Licensee. SUNESYS shall guarantee that, at the option of
Licensee, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects
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49
Licensee, its directors, officials, officers, employees, agents and volunteers; or (2) SUNESYS shall procure a
bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense
expenses.
12.2.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best's rating no less than A:VII, licensed to do business in California, and satisfactory to Licensee.
12.2.7 Verification of Coverage. SUNESYS shall furnish Licensee with original
certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory
to Licensee. The certificates and endorsements for each insurance policy shall be signed by a person authorized
by that insurer to bind coverage on its behalf, and shall be on forms provided by Licensee if requested. All
certificates and endorsements must be received and approved by Licensee before work commences. Licensee
reserves the right to require complete, certified copies of all required insurance policies, at any time.
12.2.8 SUNESYS shall execute and maintain its work so as to avoid injury or damage to
any person or property. In carrying out its Services, SUNESYS shall at all times be in compliance with all
applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for
the safety of employees appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life
protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees
and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined
space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as
are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
13. SUNESYS' SALES OR DISPOSITIONS
In the event of a sale or other disposition, SUNESYS shall condition such sale or other disposition subject
to the rights of Licensee under this Agreement. SUNESYS shall promptly notify Licensee of the proposed
disposition of the Licensed Fiber Optic Strands.
14. LIENS
Licensee shall keep the Licensed Fiber Optic Strands free from all mechanic's, artisans, materialman's,
architect's, or similar services' liens which arise in any way from or as a result of Licensee's activities and cause any
such liens which may arise to be discharged or released immediately upon notification that any such lien has
attached to the Licensed Fiber Optic Strands.
15. TERMINATION
15.1 Upon the termination, revocation or cessation of this Agreement in any manner provided in
this Agreement, SUNESYS shall restore the Property including, but not limited to the RCTC Conduit, to the
same condition prior to the installation of the Licensed Fiber Optic Strands, reasonable wear and tear excepted.
16. DEFAULT PROVISIONS AND REMEDIES
16.1 Each of the following shall be deemed a material breach by Licensee under this Agreement:
(a) Failure by Licensee to perform or observe any term, covenant, agreement or
condition of this Agreement on the part of Licensee to be performed and such default continues for a period of
thirty (30) days after written notice thereof from SUNESYS (provided that if such default cannot be cured
within such thirty (30) day period, this period will be extended if Licensee commences to cure such default
within such thirty (30) day period and proceeds diligently thereafter to effect such cure);
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50
(b) The filing of a tax or mechanic's lien against the Licensed Fiber Optic Strands which
is not bonded or discharged within thirty (30) days of the date Licensee receives notice that such lien is filed;
(c) An event of Licensee's bankruptcy (whether voluntary or involuntary) or the finding
that Licensee is insolvent or unable to pay its debts as they come due or the appointment of a receiver for
Licensee's properties, if such bankruptcy, finding or appointment is not dismissed or resolved within sixty (60)
days of any official filing of bankruptcy, insolvency or appointment in a court of competent jurisdiction;
(d) If Licensee knowingly uses the Licensed Fiber Optic Strands in violation of any law
or in aid of any unlawful act or undertaking;.
16.2 The following events or occurrences shall constitute a material breach by SUNESYS under
this Agreement:
(a) Any material noncompliance by SUNESYS with the terms of this Agreement;
(b) Any material breach by SUNESYS of a representation or warranty under this
Agreement.
(c) In the event of a material breach of this Agreement, the aggrieved Party must give
written notice to the breaching Party which shall specify the nature of such breach, and shall further state that
the breaching Party shall have ten (10) days from the effective date of such notice to cure such breach, or if such
cure cannot be completed within such period, such additional time as is reasonably determined by the aggrieved
Party to be necessary for the breaching Party to complete such cure, at which time, if the breach is not cured,
this Agreement shall be terminated immediately. The aggrieved party may also exercise any other legal or
equitable right to remedy that it may have. All rights and remedies of the aggrieved party shall be cumulative
and none shall exclude any other right or remedy, now or hereafter allowed by or available under any statute,
ordinance, rule of court, or the common law, either at law or in equity, or both.
16.3 The prevailing Party in any lawsuit or action based upon this Agreement shall, in addition to
any other relief granted therein, be entitled to its reasonable attorneys' fees and costs.
17. FORCE MAJEURE
Neither Party shall have any liability for its delays or its failure to perform due to: fire, explosion, pest
damage, power failures, strikes or labor disputes, acts of God, the elements, war, civil disturbances, acts of civil or
military authorities or the public enemy, inability to secure raw materials, transportation facilities, fuel or energy
shortages, or other causes beyond its control, whether or not similar to the foregoing.
18. SUCCESSION, ASSIGNABILITY
18.1 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their
respective permitted successors or assigns.
18.2 Neither SUNESYS nor Licensee shall assign, transfer, or dispose of this Agreement or any of
its rights or obligations hereunder without the prior written consent of the other Party which consent shall not be
unreasonably withheld; provided, however, that either Party may assign or transfer this Agreement to a
controlling or controlled affiliate or to a successor in the event of reorganization, including a merger or sale of
substantially all its assets (an "Affiliate"), without the consent of the other Party. An assignment, transfer or
disposition of this Agreement by either Party shall not relieve that Party of any of its obligations under this
Agreement. Notwithstanding the foregoing, Licensee shall not have the right to sub -license to any third party
the right to use or the use of the Licensed Fiber Optic Strands.
18.3 Neither this Agreement, nor any term or provision hereof, nor any inclusion by reference shall
be construed as being for the benefit of any person or entity not a signatory hereto.
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19. NOTICES
Any demand, notice or other communication to be given to a Party in connection with this Agreement
shall be given in writing and shall be given by personal delivery by registered or certified mail, return receipt
requested, by telecopy or commercial overnight delivery service addressed to the recipient as set forth as follows or
to such other address, individual or telecopy number as may be designated by notice given by the Party to the other:
SUNESYS:
Sunesys, LLC
185 Titus Avenue
Warrington, PA 18976
Attention: Senior Counsel
Telecopier Number: (267) 927-2099
LICENSEE:
Riverside County Transportation Commission
4080 Lemon Road, 3rd Floor
P.O. Box 12008
Riverside, CA 92502-2208
Attn: Executive Director
Telecopier Number: (951) 787-7920
Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been
given on the day of actual delivery thereof and, if given by registered or certified mail return receipt requested on the
date of receipt thereof and, if given by telecopy, the day of transmittal thereof if given during the normal business
hours of the recipient and on the next business day if not given during normal business hours.
20. NON -WAIVER
No course of dealing, course of performance or failure of either Party strictly to enforce any term, right or
condition of this Agreement shall be construed as a waiver of any term, right or condition.
21. CHOICE OF LAW
The construction, interpretation and performance of this Agreement shall be governed by the law of the
State of California without regard to its conflicts of laws provisions. Venue shall be in Riverside County.
SUNESYS stipulates to continually maintain an agent for service of process whose information will be made
known to the California Secretary of State throughout the term of this Agreement.
22. HEADINGS
All headings contained in this Agreement are inserted for convenience only and are not intended to affect
the meaning or interpretation of this Agreement or any clause.
23. CONFIDENTIALITY AND PROPRIETARY INFORMATION
23.1 In connection with this Agreement, either Party may furnish to the other certain information
that is marked or otherwise specifically identified as proprietary or confidential ("Confidential Information").
This Confidential Information may include, among other things, private easements, licenses, utility agreements,
permits, other right-of-way granting documents, specifications, designs, plans, drawings, data, prototypes, and
other technical and/or business information. For purposes of this Section 23, the Party that discloses
confidential Information is referred to as the "Disclosing Party," and the Party that receives Information is
referred to as the "Receiving Party".
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23.2 When Confidential Information is furnished in tangible form, the Disclosing Party shall mark
it as proprietary or confidential. When Confidential Information is provided orally, the disclosing Party shall, at
the time of disclosure or promptly thereafter, identify the Confidential Information as being proprietary or
confidential.
23.3 With respect to Confidential Information disclosed under this Agreement, the Receiving Party
and its employees shall:
(a) to the extent that disclosure is not required by state or federal law or compelled by a
court of competent jurisdiction, hold the Confidential Information in confidence, exercising a degree of care not
less than the care used by the Receiving Party to protect its own proprietary or confidential information that it
does not wish to disclose;
(b) restrict disclosure of the Confidential Information solely to those of its employees
and such Receiving Party's counsel and outside auditors who (1) have a need to know in connection with the
performance of this Agreement, and (ii) agree to be bound by the confidentiality obligations set forth herein;
and not disclose the Confidential Information to any other person or entity without the prior written consent of
the Disclosing Party;
(c) advise those employees of their obligations with respect to the Confidential
Information;
(d) use the Confidential Information only in connection with the performance of this
Agreement, except as the Disclosing Party may otherwise agree in writing.
23.4 Confidential Information shall be deemed the property of the Disclosing Party. Upon written
request of the Disclosing Party, the Receiving Party shall return all Confidential Information received in
tangible form, except that each Party's legal counsel may retain one copy in its files solely to provide a record
of such Confidential Information for archival purposes. If the Receiving Party loses or makes an unauthorized
disclosure of Confidential Information it shall notify the Disclosing Party and use reasonable efforts to retrieve
the Confidential Information.
23.5 The Receiving Party shall have no obligation to preserve the proprietary nature of
Confidential Information which:
(a) was previously known to the Receiving Party free of any obligation to keep it
confidential; or
(b) is or becomes publicly available by means other than unauthorized disclosure; or
(c) is developed by or on behalf of the Receiving Party independently of any
Confidential Information furnished under this Agreement; or
(d) is received from a third party whose disclosure does not violate any confidentiality
obligation to the knowledge of the Receiving Party.
23.6 If the Receiving Party is required to disclose the Disclosing Party's Confidential Information
by an order or a lawful process of a court or governmental body, the Receiving Party shall promptly notify the
disclosing Party, and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements
before the Confidential Information is produced.
23.7 Each Party agrees that the Disclosing Party would be irreparably injured by a breach of this
Section 23 by the Receiving Party or its representatives and that the Disclosing Party may be entitled to equitable
relief, including injunctive relief and specified performance, in the event of any breach of the provisions of this
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Section 23. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Section 23, but
shall be in addition to all other remedies available at law or in equity.
24. REQUIRED RIGHTS
SUNESYS covenants that it will, to the best of its knowledge, have obtained by the time the Licensed
Fiber Optic Strands are made available to Licensee (and will use commercially reasonable efforts to cause to remain
in effect during the term of this Agreement) easement, leases, licenses, fee interests, rights of -way, permits,
authorizations and other rights necessary and requisite to enable SUNESYS to grant the License to Licensee
("Required Rights"). Subject to the foregoing obligations of SUNESYS, Licensee is receiving its interests in
Licensed Fiber Optic Strands only to the extent such interests are held by SUNESYS.
25. REPRESENTATIONS AND WARRANTIES
Each Party represents and warrants that: (i) it has full right and authority to enter into, execute, deliver and
perform its obligations under this Agreement; (ii) this Agreement constitutes a legal, valid and binding obligation
enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency, creditors' rights and
general equitable principles; and (iii) its execution of and performance under this Agreement shall not violate any
applicable existing regulations, rules, statutes or court orders of any local, state or federal government agency, court,
or body.
26. ENTIRE AGREEMENT
The terms and conditions contained in this Agreement supersede all prior oral or written understandings
between the Parties and constitute the entire agreement between them concerning the subject matter of this
Agreement. There are no understandings or representations, express or implied, not expressly set forth in this
Agreement. This Agreement shall not be modified or amended except by a writing signed by both Parties.
27. CALIFORNIA PUBLIC UTILITY COMMISSION REVIEW
This Agreement shall not become finally effective until it has been submitted to the California Public
Utility Commission for review and the time for such review has expired. Should the California Public Utility
Commission fail to timely grant any approval that may be required for this Agreement, either SUNESYS or
Licensee shall have the right to terminate this Agreement.
28. INCORPORATION OF RECITALS
The Recitals set forth above are true and correct and are incorporated into this Agreement by reference
as though fully set forth herein.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed by their duly authorized
representatives.
!Signatures on following page)
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SIGNATURE PAGE
TO
DARK FIBER INSTALLATION AND LICENSE AGREEMENT
(Agreement No. 11-25-132-00)
SUNESYS, LLC
By:
Name:
Title:
Date:
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Name:
Title:
Date:
EXHIBIT A
DESCRIPTION OF THE SERVICE
Description of Service
PTP Dark Fiber between the following locations:
Hub Site
Site Name:
Street:
City:
State:
Zip:
Site 2
Riverside Metrolink Station
4066 Vine Street
Riverside
CA
92507
Site Name:
Street:
City:
State:
Zip:
Pedley Metrolink Station
6001 Pedley Road
Riverside
CA
92509
**Sunesys shall utilize Licensee provided conduit (from riser
pole
at the street) to enter the facility.
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EXHIBIT B
DEPICTION OF LOCATION OF LICENSED FIBER OPTIC STRANDS
TO BE PROVIDED BY SUNESYS TO
CONNECT THE METROLINK STATIONS
* Red line shows the location of SUNESYS' fiber optic connections/infrastructure through which SUNESYS
shall provide the Licensed Fiber Optic Strands to connect the Pedley Metrolink Station to the Downtown
Riverside Metrolink Station.
RCTC - Pedley Station - Preliminary Fiber Optic Map
Estimated Distance - 11.28 mi / 18.15 km
Estimated Loss @ 1550- 4.54 db
CID Riverside
UNIESYS
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57
AGENDA ITEM 15
RIVERSIDE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Tanya Love, Goods Movement Manager
Michael B►omquist, Toll Program Director
THROUGH:
John Standiford, Deputy Executive Director
SUBJECT:
TIGER Discretionary Grants: State Route 91 Corridor Improvement
Project
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Direct staff to prepare a grant and Transportation Infrastructure Finance and
Innovation ACT (TIFIA) letter of interest (L01) submittal package to U.S.
Department of Transportation (U.S. DOT) for the SR -91 Corridor
Improvement Project (SR -91 CIP);
2) Authorize the Executive Director to submit the grant application and TIFIA
L01; and
3) Forward to Commission for final action.
BACKGROUND INFORMATION:
The FY 2010/11 Appropriations Act appropriated $526,940,000 for national
infrastructure investments. This appropriation is similar, but not identical to the
appropriation for the Transportation Investment Generating Economic Recovery
(TIGER) program authorized and implemented pursuant to the American Recovery
and Reinvestment Act of 2009 and the national infrastructure investments or
TIGER II program under the FY 2009/10 Appropriations Act. Given that funds have
now been appropriated for these similar programs in three separate statutes,
U.S. DOT is referring to the grants for national infrastructure investments under the
FY 2010/11 Continuing Appropriations Act simply as TIGER Discretionary Grants.
Funding for the TIGER Discretionary Grants program will be allocated on a
competitive basis by U.S. DOT. The process will be highly competitive with no
more than 25% of funds (approximately $131 million) awarded to projects in a
single state. Grants for urbanized areas must be a minimum of $10 million but no
more than $200 million. This year's grant process allows for up to $150 million of
the $526,940,000 to be used to pay the subsidy and administrative costs of TIFIA,
a federal credit assistance program. U.S. DOT has estimated that the $150 million
Agenda Item 15
58
of TIGER TIFIA payments can support approximately $1.5 billion in TIFIA credit
assistance. The interim notice of funding availability (NOFA) was released by U.S.
DOT on July 1, 2011; it is anticipated that the final NOFA should be released by
mid August. While the guidelines allow almost any kind of eligible applicants (state
and local governments, tribal governments, transit and port authorities, etc.,) and
the project eligibility list covers a broad range of project types and modes, it is clear
in the guidelines that U.S. DOT officials are looking to award funds for projects that
will have a significant impact on the nation, a metropolitan area, or a region.
Additionally, U.S. DOT will consider the extent that projects are ready to proceed
with obligation of grant funds when evaluating applications.
U.S. DOT Application Process
As highlighted in the attached TIGER fact sheet, final applications are due no later
than October 31, 2011. Projects that are eligible for TIGER discretionary grants
include capital investments in:
1. Highway or bridge projects;
2. Public transportation projects;
3. Passenger and freight rail projects; and
4. Port infrastructure investments.
U.S. DOT will establish a pre -application screening process based on the following
threshold requirements:
1. Project is an eligible project;
2. NEPA (National Environmental Policy Act) is completed or has been initiated;
3. Project is included in the relevant state, metropolitan, and local planning
documents, if applicable;
4. Project is able to obligate funds by September 30, 2013 (Note: U.S. DOT
prefers June 30, 2013); and
5. For urbanized areas, a 20% local match must be identified and committed;
there is no match requirement for rural areas.
Projects can increase their competitiveness by demonstrating significant
non-federal contributions in excess of the required local match. Additionally, U.S.
DOT will give priority to projects for which federal funding is required to complete
an overall financing package.
SR -91 CIP
The SR -91 CIP, the extension of the 91 Express Lanes and freeway widening of
the general purpose lanes, requires significant funding that is anticipated to come
from the sale of toll revenue bonds and Measure A funds. To supplement this
Agenda Item 15
59
planned funding, staff is seeking a loan through the federal TIFIA program. Staff is
seeking Commission approval to submit the SR -91 CIP for FY 2010/11 TIGER
Discretionary Grant and TIFIA 1_01 consideration.
Attachment: TIGER Fact Sheet
Agenda Item 15
60
FACT SHEET
The TIGER Grant program gives state and local governments a rare opportunity to nominate road, rail, transit and
port projects in a multi -modal, multi -jurisdictional competition. 'The TIGER program uses a rigorous process to select
projects with exceptional benefits, explore ways to deliver projects faster and save on construction costs, and make
investments in our Nation's infrastructure to build more livable and sustainable communities.
PROGRAM DETAILS
$526.94 million total funds available
$140 million tninimuin in rural areas
$150 million maximum for TIFIA subsidy
No funds for planning or NEPA
STATUTORY REQUIREMENTS:
• Grants for Urbanized Areas can be no less than $10M, no more than $200M, require a 20 % march minimum
• Rural project minimum is $1N4, and march requirement can be waived
® No more than 25 % of funcls (approximately $131M) may be awarded to projects in a single stare
• Awards must be balanced both geographic and modally
IMPORTANT DATES
July 18, 2011
August 22, 2011
October 3, 2011
October 4, 2011
October 31, 2011
"How to Compete Seminar" at USDOT Headquarters
Pre -Application Registration Open
Pre -Applications Due
Final Applications Open
Final Applications Due
SPECIAL TOPICS WEBINARS
July 27, 2011
August 17, 20 ] 1
August 22, 2011
August 24, 2011
August 24, 2011
August 30, 2011
"Talking Freight"
Benefit Cost Analysis
Project Readiness/NEPA
Public Private Partnerships & TIFIA Challenge
Rural and Tribal Applications
MARAD Port Outreach
TIGER Information and assistance can be found at `V w.dt)t.'flov tiae1
U �, r t t , , iuc1 t>
For questions contact � 1� 3 i.,�..ai':11.t;i' Ot.. C)_
AGENDA ITEM 16
RIVERS/DE COUNTY TRANSPORTA TION COMMISSION
DATE:
August 22, 2011
TO:
Western Riverside County Programs and Projects Committee
FROM:
Tanya Love, Goods Movement Manager
THROUGH:
John Standiford, Deputy Executive Director
SUBJECT:
Iowa Avenue Grade Separation Project
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Allocate $6 million in federal Congestion Mitigation Air Quality (CMAQ)
and/or Surface Transportation Program (STP) funds to the city of Riverside
(Riverside) in support of the Iowa Avenue grade separation project to front
Proposition 1B Trade Corridor Improvement Fund (TCIF) funds;
2) Approve Agreement No. 12-67-009-00 with Riverside for reimbursement of
TGIF/CMAQ/STP funds;
3) Authorize the Chair, pursuant to legal counsel review, to execute the
agreement on behalf of the Commission; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
In April 2008, the California Transportation Commission (CTC) allocated
$13 million in Proposition 1B TCIF funds to the Iowa Avenue grade separation
project. The Iowa Avenue project will grade separate the Burlington Northern
Santa Fe Railway at an estimated cost of $32 million. The right of way phase is
complete and, depending on available funding, construction is scheduled to begin in
winter 2012.
Proposed Iowa Avenue Grade Separation
Agenda Item 16
62
Unfortunately, the Proposition 1B bond sale that was scheduled for earlier in the
year did not commence as planned. Availability of TCIF funding is dependent on
such bond sales, and as a result, Riverside is unable to proceed with the
construction phase of the project unless alternative funding is available.
Pursuant to AB 672, effective January 1, 2010, and the CTC Proposition 1B letter
of no prejudice (LONP) guidelines, Riverside can request CTC authorization to
proceed with the project by using local and federal funds in place of the TCIF
funding. At this time, Riverside has $7 million in local funding available and has
requested Commission assistance in fronting $6 million of the TCIF funding. There
is adequate CMAQ and/or STP funding available to allocate to the project.
It should be noted that there is no guarantee that the $6 million will be reimbursed.
CTC has indicated that all LONP requests to date have been approved and
payments are being made, and there is a high likelihood that LONP repayments will
continue to be made. The CTC recommends that local agencies request an
allocation when their project is ready to begin construction as that reinforces the
need for a bond sale. The next bond sale is scheduled for fall 2011. The LONP
guidelines allow for the conversion of LONP's once bonds are sold. For example, if
bonds are sold in fall 2011, CTC can allocate approved LONP's thereby replacing
the LONP funds with the allocated TCIF funds. This would result in the LONP
funds (CMAQ and/or STP) reverting back to the local agency (RCTC).
If approved to advance the $6 million in CMAQ and/or STP funding, staff will assist
Riverside in deobligating the funds through Caltrans Local Assistance if the TCIF
funds become available. Once federal funds are deobligated by Caltrans and the
Federal Highway Administration, the funds automatically revert back to the County
in which they originated. However, in the event TCIF bond funds are not available
to convert and CMAQ or STP funds are not deobligated, staff is seeking approval
to enter into Agreement No. 12-67-009-00 with Riverside for reimbursement of the
funding.
There is no financial impact to the Commission, as CMAQ and STP funds do not
flow directly through the Commission. Riverside will be the direct recipient of such
funds.
Agenda Item 16
63
Alexandra Rackerby
From: Alexandra Rackerby
Sent: Thursday, August 18, 2011 9:07 AM
To: Alexandra Rackerby
Subject: RCTC Western Riverside County Programs and Projects Committee - Ipad Compatible Users
Attachments: Conflict of Interest Form.pdf; Conflict of Interest Memo.pdf
Importance: High
Good Morning Commissioners,
The Western Riverside County Programs and Projects Committee agenda for Monday August 22, 2011 is
posted on our Website at http://www.rctc.org/downloads/WRC/ipad wrc.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
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS SIGN -IN SHEET
AUGUST 22, 2011
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
ROLL CALL
August 22, 2011
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County of Riverside, District I
County of Riverside, District V
City of Banning
City of Corona
City of Eastvale
City of Jurupa Valley
City of Menifee
City of Moreno Valley
City of Norco
City of Perris
City of San Jacinto
City of Wildomar
Absent
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Riverside County Transportation Commission
TO: Riverside County Transportation Commission
FROM: Jennifer Harmon, Office and Board Services Manager
DATE: August 22, 2011
SUBJECT: Possible Conflicts of Interest Issues - Western Riverside County
Programs and Projects Committee Agenda of August 22, 2011
The August 22, 2011 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. 8 - Extension of Task Orders Issued to On -Call Right of Way
Consultants
Consultant(s): Epic Land Solutions
2601 Airport Drive #115
Torrance, CA 90505
Holly Rockwell, President
Overland Pacific Cutler, Inc. (OPC)
3750 Schaufele Avenue, #150
Long Beach, CA 90808
Amber Costello, Corporate Counsel
Agenda Item No. 12 - Agreement with Universal Protection Service to Provide
Security Guard Services for Five Commission -Owned Commuter Rail Stations
Consultant(s): Universal Protection Service
1551 North Tustin Ave, Sixth Floor
Santa Ana, CA 92705
Robert Ryan, Vice President of Sales
Agenda Item No. 13 - Agreement with Sunesys, LLC to Provide Fiber Optic Connections
and/or Infrastructure to Link the Pedley Station to the Downtown Riverside Station
Consultant(s): Sunesys
1325 Pico Street, Suite 106
Corona, CA 92881
Stephen A. DeFranco, Director of Sales