HomeMy Public PortalAbout06 June 27, 2022 Western Riverside County Programs and Projects
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MEETING AGENDA
Western Riverside County Programs and Projects Committee
Time: 1:30 p.m.
Date: June 27, 2022
Location: BOARD ROOM
County of Riverside Administration Center
4080 Lemon St, First Floor, Riverside CA 92501
COMMITTEE MEMBERS
Ben J. Benoit, Chair/Joseph Morabito, City of Wildomar
Brian Berkson, Vice Chair/Guillermo Silva, City of Jurupa Valley
Wes Speake/Jim Steiner, City of Corona
Clint Lorimore/Todd Rigby, City of Eastvale
Linda Krupa/Malcolm Lilienthal, City of Hemet
Bill Zimmerman/Dean Deines, City of Menifee
Yxstian Gutierrez/Edward Delgado, City of Moreno Valley
Ted Hoffman/Katherine Aleman, City of Norco
Michael Vargas/Rita Rogers, City of Perris
Kevin Jeffries, County of Riverside, District I
Karen Spiegel, County of Riverside, District II
Jeff Hewitt, County of Riverside, District V
STAFF
Anne Mayer, Executive Director
John Standiford, Deputy Executive Director
AREAS OF RESPONSIBILITY
Air Quality, Capital Projects, Communications and
Outreach Programs, Intermodal Programs, Motorist
Services, New Corridors, Regional Agencies/Regional
Planning, Regional Transportation Improvement Program
(RTIP), Specific Transit Projects, State Transportation
Improvement Program (STIP)
Transportation Uniform Mitigation Fee (TUMF)
Program, and Provide Policy Direction on
Transportation Programs and Projects related to
Western Riverside County and other areas as
may be prescribed by the Commission.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
www.rctc.org
AGENDA*
*Actions may be taken on any item listed on the agenda
1:30 p.m.
Monday, June 27, 2022
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 on the
Commission’s website, www.rctc.org.
In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, Executive
Order N-29-20, and the Federal Transit Administration Title VI, please contact the Clerk of the Board
at (951) 787-7141 if special assistance is needed to participate in a Committee meeting, including
accessibility and translation services. Assistance is provided free of charge. Notification of at least 48
hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to
provide assistance at the meeting.
1. CALL TO ORDER
2. ROLL CALL
3. PLEDGE OF ALLEGIANCE
4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes
or less. The 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
June 27, 2022
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. 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.)
6. CONSENT CALENDAR - All matters on the Consent Calendar will be approved in a single motion
unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the
Consent Calendar will be placed for discussion at the end of the agenda.
6A. APPROVAL OF MINUTES – MAY 23, 2022
Page 1
7. AGREEMENTS FOR ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING
Page 9
Overview
This item is for the Committee to:
1) Award Agreement No. 22-31-057-00 with Psomas for the on-call right of way
engineering and surveying services for a three-year term for an amount not to exceed
$750,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement, on behalf of the Commission;
3) Authorize the Executive Director, or designee, to execute task orders under the terms
of the agreements; and
4) Forward to the Commission for final action.
8. AGREEMENTS FOR ON-CALL RIGHT OF WAY ENVIRONMENTAL SITE ASSESSMENT SERVICES
Page 72
Overview
This item is for the Committee to:
1) Award Agreement No. 22-31-068-00 with Dudek for the on-call right of way
environmental site assessment services for a three-year term in an amount not to
exceed $350,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
Western Riverside County Programs and Projects Committee
June 27, 2022
Page 3
3) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultant under the terms of the agreement; and
4) Forward to the Commission for final action.
9. FREEWAY SERVICE PATROL TOW OPERATOR FUEL RELIEF REIMBURSEMENT
Page 155
Overview
This item is for the Committee to:
1) Authorize one-time payment as fuel relief reimbursement to Pepe’s Towing for
Freeway Service Patrol (FSP) services on Beats 4, 7, 8 for a total amount of $6,270 for
the months of March through June 2022;
2) Approve Agreement No. 18-45-132-03, Amendment No. 3 to Agreement
No. 18-45-132-00, with Coastal Pride Towing for continued FSP services on Beats 20,
34, 35 for an additional amount of $187,400 for fuel relief reimbursement, including a
one-time reimbursement for the months of March through June 2022 and ongoing
monthly reimbursements through the term of the agreement ending August 29, 2023,
for a total amount not to exceed $2,652,356;
3) Approve Agreement No. 17-45-061-04, Amendment No. 4 to Agreement
No. 17-45-061-00, with Pepe’s Towing for continued FSP services on Beats 18, 19 for
an additional amount of $24,750 for fuel relief reimbursement, including a one-time
reimbursement for the months of March through June 2022 and ongoing monthly
reimbursements through the term of the agreement ending September 30, 2022, for
a total amount not to exceed $4,308,922;
4) Approve Agreement No. 16-45-103-04, Amendment No. 4 to Agreement
No. 16-45-103-00, with Steve’s Towing for continued FSP services on the express lanes
for an additional $47,900 for fuel relief reimbursement, including a one-time
reimbursement for the months of March through June 2022 and ongoing monthly
reimbursements through the term of the agreement ending January 31, 2023, or a
total amount not to exceed $2,216,097;
5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission; and
6) Forward to the Commission for final action.
10. MID COUNTY PARKWAY CONTRACT PACKAGE 3 - PROJECT STATUS
Page 169
Overview
This item is for the Committee to:
1) Receive and file an update on project planning and scoping with the county of
Riverside (County) regarding Mid County Parkway Contract Package 3 (MCP3) since
the May 11, 2022, Commission meeting; and
2) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
June 27, 2022
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11. EXECUTIVE DIRECTOR REPORT
12. COMMISSIONER COMMENTS
Overview
This item provides the opportunity for brief announcements or comments on items or matters
of general interest.
13. ADJOURNMENT
The next Western Riverside County Programs and Projects Committee meeting is scheduled
to be held at 1:30 p.m., Monday, July 25, 2022.
AGENDA ITEM 6A
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
Monday, May 23, 2022
MINUTES
1.CALL TO ORDER
The meeting of the Western Riverside County Programs and Projects Committee was
called to order by Chair Ben J. Benoit 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.ROLL CALL
Members/Alternates Present Members Absent
Ben Benoit Brian Berkson
Jeff Hewitt Yxstian Gutierrez
Ted Hoffman Michael Vargas
Kevin Jeffries
Linda Krupa
Clint Lorimore
Wes Speake
Karen Spiegel
Bill Zimmerman
3.PLEDGE OF ALLEGIANCE
Commissioner Wes Speake led the Western Riverside County Programs and Projects
Committee in a flag salute.
4.PUBLIC COMMENTS
There were no requests to speak from the public.
5.ADDITIONS/REVISIONS
There were no additions or revisions to the agenda.
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M/S/C (Zimmerman/Hewitt) to approve the minutes as submitted.
6. APPROVAL OF MINUTES – APRIL 25, 2022
7. AGREEMENT FOR PREPARATION OF THE PROJECT APPROVAL AND ENVIRONMENTAL
DOCUMENT FOR THE INTERSTATE-10/HIGHLAND SPRINGS AVENUE INTERCHANGE
IMPROVEMENTS
David Lewis, Capital Projects Manager, presented the agreement for preparation of the
project approval and environmental document (PA/ED) for Interstate 10/Highland Springs
Avenue Interchange improvements, highlighting the following:
• A map of the project location and an ariel exhibit of the project area
• Background and update
Presented update to City Councils in May 2021
Caltrans approved PSR on December 10, 2021
Alternatives
o Hook Ramp Alternatives
o Diverging Diamond Interchange (DDI) Alternatives
o Auxiliary lanes included on I-10
CEQA – Initial Study with Proposed Mitigated Negative Declaration
(IS/MND)
NEPA – Environmental Assessment with Finding of No Significant Impact
(EA/FONSI)
• Procurement process, scope, cost, and schedule
• Additional funds needed for the PA/ED
PSR phase funding
Funding Provided by WRCOG – Cooperative Agreement No. 20-72-018-00
o Allocated $2 million of TUMF Pass Zone Funding
o PSR cost $473,155
o Remaining $1,526,845 to be used for PA/ED Phase
PA/ED phase funding
o Amend Cooperative Agreement to increase TUMF Pass Zone
funding by an additional $1 million
Any remaining funds will be allocated to the PS&E phase
o This action is subject to the approval of the Pass Zone Executive
Committee (meeting May 23) and WRCOG Executive Committee
(meeting June 6)
This item will not go to the full Commission if the Pass Zone
Committee does not approve funding
David Lewis expressed appreciation to the city of Banning Director of Public Works Art
Vela and city of Beaumont Public Works Director Jeff Heart for all their efforts on the
project and to Chris Gray, Western Riverside Council of Governments (WRCOG) Deputy
Executive Director for help securing additional funding.
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Commissioner Jeff Hewitt expressed appreciation to David Lewis for a great job moving
this forward and stated that this is kind of like the Railroad Canyon of that area as it is so
impacted and there are so many new developments going in all over around that. He
expressed this means not just a lot to the cities of Banning and Beaumont but to that
entire area.
Chair Benoit stated as a regular commuter back and forth to the Coachella Valley this is
an area that he stops at frequently because there are Tesla chargers in that area, but it is
always impacted, and it definitely needs some improvements and expressed appreciation
that RCTC is working on this.
M/S/C (Hewitt/Hoffman) to:
1) Award Agreement No. 22-72-011-00 to Mark Thomas & Company, Inc. to
provide Preparation of Project Approval/Environmental Documents
(PA/ED) for the I-10/Highland Springs Avenue Interchange
Improvements in the cities of Banning and Beaumont (Project) for a
twenty-four-month term in the amount of $2,199,634, plus a contingency
amount of $219,963, for a total amount not to exceed $2,419,597,
contingent upon final TUMF funding approval by Western Riverside
Council of Governments (WRCOG) Executive Committee;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to finalize and execute Agreement No. 22-72-011-00, on behalf
of the Commission;
3) Authorize the Executive Director, or designee, to approve contingency
work up to the total not to exceed amount as required for these services;
4) Approve Agreement No. 22-72-091-00 with WRCOG for additional
Transportation Uniform Mitigation Fee (TUMF) Zone funding for the
Project in the amount of $1,000,000;
5) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to finalize and execute Agreement No. 22-72-091-00, on behalf
of the Commission;
6) Authorize the Executive Director, pursuant to legal counsel review, to
execute any future non-funding related amendments to the agreements;
and
7) Forward to the Commission for final action.
8. AGREEMENTS FOR ON-CALL GEOTECHNICAL INVESTIGATION – LABORATORY AND FIELD
TESTING OF MATERIALS
David Lewis presented the agreements for the on-call geotechnical investigation –
laboratory and field testing of materials, highlighting the following areas:
• Background
Most geotechnical services part of larger consultant contract
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Streamlines process when geotechnical services are needed
Comprehensive Geotechnical services for a variety of projects/tasks
Fund type depends on project: eligible for State/Federal funding
• Procurement and task order processes
In response to Commissioner Speake’s clarification that is $500,000 each or $500,000
total, David Lewis replied it is $500,000 total.
Commissioner Speake asked if all task orders will be competed between the three firms
or if they will be selected based on what the work is.
David Lewis replied all three firms will compete on each task order.
M/S/C (Speake/Zimmerman) to:
1) Award the following agreements to provide On-Call Geotechnical
Investigation – Laboratory and Field Testing of Materials for a three-year
term, and two one-year options to extend the agreements, in an amount
not to exceed an aggregate value of $500,000;
a) Agreement No. 22-31-051-00 to Group Delta Consultants, Inc.
(Group Delta);
b) Agreement No. 22-31-086-00 to Kleinfelder, Inc.;
c) Agreement No. 22-31-087-00 to Ninyo & Moore Geotechnical and
Environmental Sciences Consultants (Ninyo & Moore);
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreements, including option years, on behalf of
the Commission;
3) Authorize the Executive Director, or designee, to execute task orders
under the terms of the agreements; and
4) Forward to the Commission for final action.
9. AGREEMENTS FOR ON-CALL RIGHT OF WAY SUPPORT SERVICES
Hector Casillas, Right of Way Manager, provided an overview for the agreements for the
on-call right of way support services.
Commissioner Speake stated that he has not seen this way of ranking very often where it
is by average billing rate only because he is a consultant. He has won contracts like that
and there is a little bit of a gaming to it and expressed appreciation that RCTC is not
awarding based on the lowest number. He noted that they can put a large number and a
couple of low rates to offset one senior rate and asked how staff weighs those when they
are competing if it is total price of the project, because he has not seen that before.
Hector Casillas replied when the original request for proposal (RFP) was issued there was
only a percentage of the points that was allocated to costs. He stated the staff report
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only called out the five average top salaries so that is the ranking for that particular
average but when the task order is issued, they can select based on costs or based on the
qualifications. It depends on how staff, or the right of way department determines that
the task is necessary to proceed.
In response to Commissioner Speake’s clarification the award will not be based on lowest
price, it will be based on what the right of way department feels will meet the need of the
project, Hector Casillas replied correct. They will outline it in the mini-RFP process as to
what the weighted of scoring method will be for that task.
Anne Mayer stated just to elaborate a little bit further sometimes if there is a specialty
task order and she used a relocation of an industrial building as an example and two out
of the three firms have done an industrial relocation in the recent past. She explained
they may decide that the qualifications component of the mini-RFP would emphasize the
experience more so then whether or not the hourly rate is higher or lower. It really
depends on what the task is that staff is seeking and sometimes it is a task that any of the
three firms can do and do equally well, so then it might be tilted more heavily towards
price.
M/S/C (Speake/Krupa) to:
1) Award the following agreements to provide on-call right of way support
services for a three-year term in an amount not to exceed an aggregate
value of $3.3 million:
a) Agreement No. 22-31-040-00 to Epic Land Solutions;
b) Agreement No. 22-31-080-00 to Monument ROW, Inc.;
c) Agreement No. 22-31-081-00 to Overland, Pacific, & Cutler;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreements, on behalf of the Commission;
3) Authorize the Executive Director, or designee, to execute task orders
awarded to the consultants under the terms of the agreements; and
4) Forward to the Commission for final action.
10. AGREEMENT FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE
Brian Cunanan, Commuter and Motorist Assistance Manager, provided a detailed
overview for the award of the Freeway Service Patrol (FSP) tow truck service agreement.
In response to Commissioner Spiegel’s question if Royal Coaches Auto Body and Towing,
LLC has had a contract with RCTC before, Brian Cunanan replied yes, they are currently a
provider on Beat No. 25 on Interstate 15.
Commissioner Spiegel asked how many beats RCTC does have.
Brian Cunanan replied there are 12 beats plus 1 beat for the express lanes.
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Commissioner Spiegel stated there are 12, but RCTC has Beat No. 25.
Brian Cunanan replied it is the California Highway Patrol (CHP) number.
In response to Commissioner Ted Hoffman’s inquiry that the contingency of $191,240 is
for a five-year period, Brian Cunanan replied correct.
Commissioner Hoffman stated with the cost of fuel prices and everything else going up
they are creating a service and he wants to make sure that they can afford to do it after
four years.
Brian Cunanan replied the contingency is really meant for if they have construction
projects within this beat as well as often times for example if a shift ends at 6:30 PM they
do not stop at 6:30 PM because if they are in the middle of providing an assist, they have
to complete that assist. He explained they need time for those items and in terms of costs
for fuel their operators especially ones with older contracts are hurting and staff will be
coming back to the Commission for a recommendation with respect to that. He stated
that this award is for $90.00+ per hour and some of their older contracts are at $60.00
per hour and with the gas rates with what they are now is not a good situation for those
operators.
Commissioner Linda Krupa stated that a couple of her residents unfortunately had the
need of the FSP service recently and wanted to thank RCTC because it got them out of a
real jam that could have been extremely harmful to a lot of motorists. She expressed this
is an awesome service that is provided.
M/S/C (Zimmerman/Lorimore) to:
1) Award Agreement No. 22-45-073-00 to Royal Coaches Auto Body and
Towing, LLC for Freeway Service Patrol (FSP) tow truck services on State
Route 91, Beat Nos. 1 and 2, for a five-year term, in the amount of
$3,824,793, plus a contingency amount of $191,240, for a total amount
not to exceed $4,016,033;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreements on behalf of the Commission;
3) Authorize the Executive Director, or designee, to approve the use of the
contingency amount as may be required for these services; and
4) Forward to the Commission for final action.
11. FUNDING AGREEMENT WITH THE CALIFORNIA HIGHWAY PATROL FOR FREEWAY
SERVICE PATROL SUPERVISION
Brian Cunanan provided a detailed overview for the agreement with the CHP to provide
supervision and operation of the FSP program in Riverside County.
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M/S/C (Speake/Lorimore) to:
1) Approve Agreement No. 22-45-079-00 with the California Highway Patrol
(CHP) to provide supervision and operation of the Freeway Service Patrol
(FSP) program in Riverside County for a three-year term in an amount not
to exceed $2,167,546;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreement on behalf of the Commission; and
3) Forward to the Commission for final action.
12. EXECUTIVE DIRECTOR REPORT
12A. Anne Mayer expressed appreciation for the FSP program as it is one of the
highlights of the programs and services that RCTC provides. Not only do they help
motorists who are stranded on the freeways but often the FSP is the first
emergency response vehicle on the scene, which is not their task. The FSP drivers
do a terrific job, and this is a program very much worth its investment.
12B. Anne Mayer announced the State Route 60 Truck Lanes project opened on May
20 although there will be project close out issues, it is exciting and an example of
a project that was done very well. It had extraordinary cooperation and
collaboration between RCTC, Caltrans, RCTC’s contractor Skanska did an
outstanding job, and the CHP was right there the entire time. This project is now
open and on June 2 at 10:00 a.m. is the Ribbon Cutting Event. She apologized as
staff is aware of the conflict with Southern California Association of Governments
(SCAG).
12C. Anne Mayer announced at its June 27 Western Riverside County Programs and
Projects Committee meeting there will be a conversation regarding the Mid
County Parkway Construction (MCP) Package No. 3. The Committee had spent the
last three months in extensive conversations about the MCP and there have been
some productive meetings with the County of Riverside staff and a game plan is in
motion and they are hoping to bring some recommendations at this committee
next month.
13. COMMISSIONER COMMENTS
13A. Commissioner Hoffman announced in the city of Norco at the I-15 and Sixth Street
they are getting a lot of truck traffic as the Army Core of Engineers are doing a big
construction along the Santa Ana River. There are 300 trips a day, doubles, with
bottom dumps and the trucks are coming up SR-71 to SR-91 and up down to I-15
and into the city of Norco and exiting out the I-15 off Sixth Street. He stated to let
the city know if there is an issue and they will direct that person to the Army Core
of Engineers.
13B. Commissioner Krupa noted its regarding SR-60 and she was coming back from the
desert last weekend and where they divert one lane of traffic if they get into that
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diversion and want to get off at Beaumont/SR-79 it is impossible. They were stuck
heading to SR-60 and there is a median down most of it but was able to make a
safe U-turn down towards the bottom and went right on back. She stated that is
horrible on I-10 to try to get over and get off on SR-79, which is impossible if they
are in that left lane.
Chair Benoit replied he is aware it is possible because he has seen people do it and
it is scary. He noted that is not RCTC’s project it is Caltrans as RCTC would have
maybe moved that a little bit. Anne Mayer confirmed that is not RCTC’s project.
14. ADJOURNMENT
There being no further business for consideration by the Western Riverside County
Programs and Projects Committee, the meeting was adjourned at 2:06 p.m.
Respectfully submitted,
Lisa Mobley
Administrative Services Manager/
Clerk of the Board
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AGENDA ITEM 7
Agenda Item 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: June 27, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: Timothy Green, Senior Management Analyst
Hector Casillas, Right of Way Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreements for On-Call Right of Way Engineering and Surveying
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 22-31-057-00 with Psomas for the on-call right of way engineering
and surveying services for a three-year term for an amount not to exceed $750,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement, on behalf of the Commission;
3) Authorize the Executive Director, or designee, to execute task orders under the terms of
the agreements; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Right of way engineering and surveying services are necessary to support the Right of Way
department’s Commission projects, future Measure A highway and rail projects, as well as
projects for the Western Riverside County Regional Conservation Authority (RCA), for which the
Commission is the managing agency as of January 1, 2021.
Right of way engineering and surveying companies provide boundary maps, monumentation
maps, survey control maps, records of survey, parcel or appraisal maps, lot line adjustments, and
legal descriptions and plat maps, among other services. These companies also meet the
requirements of Caltrans in providing base mapping and pre-construction and
post-construction monumentation.
The Commission utilizes these services when acquiring property for projects or to determine
property boundaries on property already owned by the Commission. Often, the Commission will
call on these companies to stake or mark the areas of a property that are proposed to be
acquired, obtaining useful information for the Commission’s appraisers, right of way agents, and
the property owners. The current on-call right of way engineering and surveying services
contract will be expiring June 30, 2022; therefore, staff is procuring a new on-call contract.
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Agenda Item 7
Procurement Process
Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services
shall be on the basis of demonstrated competence and on professional qualifications necessary
for the satisfactory performance of the services required. Therefore, staff used the qualification
method of selection for the procurement. Evaluation criteria included elements such as
qualifications of firm, staffing and project organization, project understanding and approach, and
the ability to respond to the requirements set forth under the terms of a request for qualifications
(RFQ).
RFQ No. 22-31-057-00 for On-Call Right of Way Engineering and Surveying was released by staff
on March 24, 2022. The RFQ was posted on the Commission’s Planet Bids website, which is
accessible through the Commission’s website. Through Planet Bids, 46 firms downloaded the
RFQ; 8 of these firms are located in Riverside County. A pre-submittal meeting was held on April
5, 2022 and attended by 6 firms. Staff responded to all questions submitted by potential
proposers prior to the April 11, 2022, clarification deadline. Three firms – Guida Surveying
(Irvine); K&A Engineering (Corona); and Psomas (Riverside) – submitted statements of
qualifications prior to the 2:00 p.m. submittal deadline on April 21, 2022. Of the three proposals
submitted, two were responsive and responsible as staff determined that the proposal submitted
by K&A Engineering was non-responsive due to not meeting the Disadvantaged Business
Enterprise (DBE) requirements set forth in the RFQ. Utilizing the evaluation criteria set forth in
the RFQ, the firms were evaluated and scored by an evaluation committee comprised of
Commission staff.
Based on the evaluation committee’s assessment of the written proposals and pursuant to the
terms of the RFQ, the evaluation committee shortlisted and invited two firms to the interview
phase of the evaluation and selection process. Interviews of the shortlisted firms – Guida
Surveying and Psomas– were conducted on May 12, 2022.
The evaluation committee conducted a subsequent evaluation of each firm, based on both
written and interview components presented to the evaluation committee by each proposer.
Accordingly, the evaluation committee determined Psomas to be the most qualified firm to
provide On-Call Right of Way Engineering and Surveying services. The evaluation committee
recommends contract award to Psomas for a three-year term, in an amount not to exceed
$750,000, as this firm earned the highest total evaluation score.
The on-call, indefinite delivery/quantity task order type contract does not guarantee work to the
awardee; therefore, no funds are guaranteed to the consultant. Services will be provided
through the Commission’s issuance of contract task orders to the consultant on an as-needed
basis. Staff will review the task orders by analyzing costs and comparing consultant’s level of
effort with similar task orders performed in the past. To ensure the consultant’s price is fair and
reasonable, the Commission’s internal auditor is auditing the consultant’s indirect cost rate,
wages, and other direct costs.
10
Agenda Item 7
The Commission’s model on-call professional services agreement will be entered into with the
consultant firm, subject to any changes approved by the Executive Director, pursuant to legal
counsel review. Staff oversight of the contract and task orders will maximize the effectiveness
of the consultants and minimize costs to the Commission.
FISCAL IMPACT
Funding for these agreements will be provided by various highway, rail, and conservation project
budgets.
Financial Information
In Fiscal Year Budget: Yes Year: FY 2022/23 and
2023/24+ Amount: $200,000
$550,000
Source of Funds:
2009 Measure A, State Transportation
Improvement Program, various Federal,
and Transportation Uniform Mitigation
Fees, RCA reimbursements
Budget Adjustment: No
GL/Project Accounting No.:
623999 81403 00013 0000 262 31 81403
654199 81403 00013 0000 265 33 81403
r22001 81403 00013 0000 750 68 81403
Fiscal Procedures Approved:
Date: 06/16/2022
Attachments: Draft On-Call Professional Services Agreement 22-31-057-00 with Psomas
11
17336.00603\31171937.1
Agreement No. 22-31-057-00
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
PSOMAS
FOR ON-CALL RIGHT OF WAY
ENGINEERING AND SURVEYING SERVICES
Parties and Date.
This Agreement is made and entered into this ___ day of _______, 2022, by
and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and PSOMAS ("Consultant"), a CORPORATION. The Commission and
Consultant are sometimes referred to herein individually as “Party”, and collectively as the
“Parties”.
Recitals.
A.On November 8, 1988 the Voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the
"tax") to fund transportation programs and improvements within the County of Riverside,
and adopting the Riverside County Transportation Improvement Plan (the "Plan").
B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
C.On November 5, 2002, the voters of Riverside County approved an extension
of the Measure A tax for an additional thirty (30) years for the continued funding of
transportation and improvements within the County of Riverside.
D.A source of funding for payment for on-call professional consulting services
provided under this Agreement may be State Proposition 1B funds, Federal Highway
Administration Funds (“FHWA”) administered by the California Department of
Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”).
E.Consultant desires to perform and assume responsibility for the provision of
certain on-call right of way engineering and surveying services in the County of Riverside,
California. Services shall be provided on the terms and conditions set forth in this
Agreement and in the task order(s) to be issued pursuant to this Agreement and executed
by the Commission and the Consultant (“Task Order”). Consultant represents that it is
experienced in providing such services to public clients, is licensed in the State of California
(if necessary), and is familiar with the plans of the Commission.
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F. The Commission desires to engage Consultant to render such services on an
on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this
Agreement for future projects as set forth herein and in each Task Order (each such project
shall be designated a “Project” under this Agreement).
Terms.
1. General Scope of Services. Consultant shall furnish all technical and
professional services, including labor, material, equipment, transportation, supervision and
expertise, and incidental and customary work necessary to fully and adequately supply the
on-call right of way engineering and surveying services for the Projects ("Services"). The
Services are generally described in Exhibit "A" attached hereto and incorporated herein by
reference. The Services shall be more particularly described in the individual Task Orders
issued by the Commission’s Executive Director or designee. No Services shall be
performed unless authorized by a fully executed Task Order. All Services shall be subject
to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits
attached hereto and incorporated herein by reference, and all applicable local, state and
federal laws, rules and regulations.
2. The Consultant shall commence work upon receipt of a written "Notice to
Proceed" or "Limited Notice to Proceed" from Commission.
3. Pre-Award Audit. As a result of the federal funding for this Project, and to the
extent Caltrans procedures apply in connection therewith, issuance of a “Notice to
Proceed” may be contingent upon completion and approval of a pre-award audit. Any
questions raised during the pre-award audit shall be resolved before the Commission will
consider approval of this Agreement. The federal aid provided under this Agreement is
contingent on meeting all Federal requirements and could be withdrawn, thereby entitling
the Commission to terminate this Agreement, if the procedures are not completed. The
Consultant’s files shall be maintained in a manner to facilitate Federal and State process
reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal
agency, may require that prior to performance of any work for which Federal
reimbursement is requested and provided, that said federal agency or Caltrans must give to
Commission an “Authorization to Proceed”.
4. Audit Procedures. Consultant and subconsultant contracts, including cost
proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract
audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit
work paper review. If selected for audit or review, this Agreement, Consultant’s cost
proposal and ICR and related work papers, if applicable, will be reviewed to verify
compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal,
state, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. This Agreement, Consultant’s cost proposal, and
ICR shall be adjusted by Consultant and approved by the Commission’s contract manager
to conform to the audit or review recommendations. Consultant agrees that individual terms
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of costs identified in the audit report shall be incorporated into this Agreement by this
reference if directed by Commission at its sole discretion. Refusal by Consultant to
incorporate audit or review recommendations, or to ensure that the federal, state or local
governments have access to CPA work papers, will be considered a breach of the
Agreement terms and cause for termination of this Agreement and disallowance of prior
reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in
Sections 23 and 24 of this Agreement.
5. Term.
5.1 This Agreement shall go into effect on the date first set forth above,
contingent upon approval by Commission, and Consultant shall commence work after
notification to proceed by Commission’s Contract Administrator. This Agreement shall end
three years from the date set forth above. All Task Order work should be completed within
the term.
5.2 Consultant is advised that any recommendation for contract award is
not binding on Commission until this Agreement is fully executed and approved by the
Commission.
5.3 This Agreement shall remain in effect until the date set forth above,
unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. All applicable indemnification provisions of this Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administrator. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its Contract
Administrator for the performance of this Agreement ("Commission’s Contract
Administrator"). Commission’s Contract Administrator shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission’s Contract
Administrator shall also review and give approval, as needed, to the details of Consultant's
work as it progresses. Consultant shall not accept direction or orders from any person
other than the Commission’s Contract Administrator or his or her designee.
7. Consultant's Representative. Consultant hereby designates Sean Smith to
act as its Representative for the performance of this Agreement ("Consultant’s
Representative"). Consultant's Representative shall have full authority to act on behalf of
Consultant for all purposes under this Agreement. The Consultant’s Representative shall
supervise and direct the Services, using his or her professional skill and attention, and shall
be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement. Consultant
shall work closely and cooperate fully with Commission’s Contract Administrator and any
other agencies which may have jurisdiction over, or an interest in, the Services.
Consultant's Representative shall be available to the Commission staff at all reasonable
times. Any substitution in Consultant's Representative shall be approved in writing by
Commission’s Contract Administrator.
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8. Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant may
substitute other personnel of at least equal competence upon written approval by the
Commission. In the event that the Commission and Consultant cannot agree as to the
substitution of the key personnel, the Commission shall be entitled to terminate this
Agreement for cause, pursuant to the provisions herein. The key personnel for
performance of this Agreement are: Sean Smith, Dave Moritz, William Estepa, Tim
Garcia, and Dannie Green, or as otherwise identified in the Task Order.
9. Standard of Care; Licenses. Consultant represents and maintains that it is
skilled in the professional calling necessary to perform all Services, duties and obligations
required by this Agreement to fully and adequately complete the Project. Consultant shall
perform the Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant further
represents and warrants to the Commission that its employees and subcontractors have all
licenses, permits, qualifications and approvals of whatever nature that are legally required
to perform the Services, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. Consultant shall perform, at its own cost and
expense and without reimbursement from the Commission, any services necessary to
correct errors or omissions which are caused by the Consultant’s failure to comply with the
standard of care provided for herein, and shall be fully responsible to the Commission for
all damages and other liabilities provided for in the indemnification provisions of this
Agreement arising from the Consultant’s errors and omissions. Any employee of
Consultant or its sub-consultants who is determined by the Commission to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a
threat to the safety of persons or property, or any employee who fails or refuses to perform
the Services in a manner acceptable to the Commission, shall be promptly removed from
the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
10. Independent Contractor. The Services shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. Commission
retains Consultant on an independent contractor basis and not as an employee, agent or
representative of the Commission. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall at all times be
under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries
and other amounts due such personnel in connection with their performance of Services
and as required by law. Consultant shall be responsible for all reports and obligations
respecting such personnel, including but not limited to, social security taxes, income tax
withholdings, unemployment insurance, disability insurance, and workers' compensation
insurance.
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11. Task Orders; Commencement of Services; Schedule of Services. Consultant
shall commence Services under a Task Order within five (5) days of receiving a fully
executed Task Order from the Commission. Task Orders shall be in substantially the form
set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task
Order shall identify the funding source(s) to be used to fund the Services under the relevant
Task Order, and Consultant shall comply with the requirements specified herein, and in the
attached exhibits, applicable to the identified funding source(s).
Consultant shall perform the Services expeditiously, within the term of this
Agreement, and in accordance with any schedule of Services set forth in a Task Order
(“Schedule”). Consultant represents that it has the professional and technical personnel to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, the Commission shall respond to Consultant's
submittals in a timely manner. Upon request of Commission’s Contract Administrator,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
11.1 Modification of the Schedule. Consultant shall regularly report to the
Commission, through correspondence or progress reports, its progress in providing
required Services within the scheduled time periods. Commission shall be promptly
informed of all anticipated delays. In the event that Consultant determines that a schedule
modification is necessary, Consultant shall promptly submit a revised Schedule of Services
for approval by Commission’s Contract Administrator.
11.2 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Contract Administrator and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant cost
issues, and future Project objectives. Consultant shall be responsible for the preparation
and distribution of meeting agendas to be received by the Commission and other
attendees no later than three (3) working days prior to the meeting.
11.3 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate the
progress achieved during the previous month in relation to the Schedule of Services.
Submission of such progress report by Consultant shall be a condition precedent to receipt
of payment from the Commission for each monthly invoice submitted.
12. Delay in Performance.
12.1 Excusable Delays. Should Consultant be delayed or prevented from
the timely performance of any act or Services required by the terms of the Agreement by
reason of acts of God or of the public enemy, acts or omissions of the Commission or
other governmental agencies in either their sovereign or contractual capacities, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe
weather, performance of such act shall be excused for the period of such delay.
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12.2 Written Notice. If Consultant believes it is entitled to an extension of
time due to conditions set forth in subsection 12.1, Consultant shall provide written notice
to the Commission within seven (7) working days from the time Consultant knows, or
reasonably should have known, that performance of the Services will be delayed due to
such conditions. Failure of Consultant to provide such timely notice shall constitute a
waiver by Consultant of any right to an excusable delay in time of performance.
12.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this Agreement
shall be submitted to the Commission’s Contract Administrator in draft form, and the
Commission may require revisions of such drafts prior to formal submission and approval.
In the event plans and designs are to be developed as part of the Project, final detailed
plans and designs shall be contingent upon obtaining environmental clearance as may be
required in connection with Federal funding. In the event that Commission’s Contract
Administrator, in his or her sole discretion, determines the formally submitted work product
to be not in accordance with the standard of care established under this Agreement,
Commission’s Contract Administrator may require Consultant to revise and resubmit the
work at no cost to the Commission.
14. Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not be
required to, and will not, render any decision, interpretation or recommendation regarding
questions of a legal nature or which may be construed as constituting a legal opinion.
15. Opportunity to Cure; Inspection of Work. Commission may provide
Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which
may be disclosed during Project implementation. Should Consultant fail to make such
correction in a timely manner, such correction may be made by the Commission, and the
cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract
Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at
any reasonable time.
16. Claims Filed by Contractor.
16.1 If claims are filed by the Commission’s contractor for the Project
(“Contractor”) relating to work performed by Consultant’s personnel, and additional
information or assistance from the Consultant’s personnel is required by the Commission
in order to evaluate or defend against such claims; Consultant agrees to make reasonable
efforts to make its personnel available for consultation with the Commission’s construction
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contract administration and legal staff and for testimony, if necessary, at depositions and
at trial or arbitration proceedings.
16.2 Consultant’s personnel that the Commission considers essential to
assist in defending against Contractor claims will be made available on reasonable notice
from the Commission. Consultation or testimony will be reimbursed at the same rates,
including travel costs that are being paid for the Consultant’s personnel services under this
Agreement.
16.3 Services of the Consultant’s personnel and other support staff in
connection with Contractor claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section shall be construed to in any way limit
Consultant’s indemnification obligations contained in Section 29. In the case of any
conflict between this Section and Section 29, Section 29 shall govern. This Section is not
intended to obligate the Commission to reimburse Consultant for time spent by its
personnel related to Contractor claims for which Consultant is required to indemnify and
defend the Commission pursuant to Section 29 of this Agreement.
17. Final Acceptance. Upon determination by the Commission that Consultant
has satisfactorily completed the Services required under this Agreement and within the
term set forth herein the Commission shall give Consultant a written Notice of Final
Acceptance. Upon receipt of such notice, Consultant shall incur no further costs
hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may
request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily
completed all Services required under the terms of this Agreement. In the event copyrights
are permitted under this Agreement, then in connection with Federal funding, it is hereby
acknowledged and agreed that the United States Department of Transportation shall have
the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use,
and to authorize others to use, the work for governmental purposes.
18. Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way of
limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by the United States Department of Transportation. For example, and not by way
of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published
Record of Decision may be required to be approved and/or completed by the United States
Department of Transportation. For Consultant shall be liable for all violations of such laws
and regulations in connection with Services. If the Consultant performs any work knowing it
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to be contrary to such laws, rules and regulations and without giving written notice to the
Commission, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold Commission, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
19. Fees and Payment.
19.1 The method of payment for this Agreement will be based on actual
cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct
costs) incurred by Consultant in performance of the Services. Consultant shall not be
reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved
Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by
reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless
additional reimbursement is provided for by written amendment. The overhead rates
included in the attached Exhibit “C” shall be fixed for the term of the Master Agreement,
and shall not be subject to adjustment, unless required by the applicable funding source.
In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds
Commission’s approved overhead rate set forth in the Cost Proposal. In the event that
Commission determines that a change to the Services from that specified in the Cost
Proposal, this Agreement or any Task Order is required, the Agreement time or actual
costs reimbursable by Commission shall be adjusted by written amendment to
accommodate the changed work. The maximum total cost as specified in Section 19.8
shall not be exceeded, unless authorized by a written amendment.
19.2 In addition to the allowable incurred costs, Commission shall pay
Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is
nonadjustable for each Task Order, except in the event of a significant change in the
Scope of Services, and such adjustment is made by written amendment.
19.3 Reimbursement for transportation and subsistence costs shall not
exceed the rates specified in the approved Cost Proposal. In addition, payments to
Consultant for travel and subsistence expenses claimed for reimbursement or applied as
local match credit shall not exceed rates authorized to be paid exempt non-represented
State employees under current State Department of Personnel Administration (DPA) rules,
unless otherwise authorized by Commission. If the rates invoiced are in excess of those
authorized DPA rates, and Commission has not otherwise approved said rates, then
Consultant is responsible for the cost difference and any overpayments shall be
reimbursed to the Commission on demand.
19.4 When milestone cost estimates are included in the approved Cost
Proposal for a Task Order, Consultant shall obtain prior written approval for a revised
milestone cost estimate from the Contract Administrator before exceeding such cost
estimate.
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19.5 Progress payments shall be made monthly in arrears based on
Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall
be included in the monthly progress payments. If Consultant fails to submit the required
deliverable items according to the schedule set forth in the Scope of Services,
Commission shall have the right to delay payment or terminate this Agreement in
accordance with the provisions of Section 21, Termination.
19.6 No payment shall be made prior to approval of any Services, nor for
any Services performed prior to approval of this Agreement.
19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will
permit upon receipt by Commission’s Contract Administrator of itemized invoices in
triplicate. Invoices shall be submitted no later than 45 calendar days after the performance
of work for which Consultant is billing. Invoices shall detail the work performed on each
milestone and each project as applicable. Invoices shall follow the format stipulated for the
approved Cost Proposal and shall reference this Agreement number and project title. Final
invoice must contain the final cost and all credits due Commission including any
equipment purchased under the Equipment Purchase provisions of this Agreement. The
final invoice should be submitted within 60 calendar days after completion of Consultant’s
work. Invoices shall be mailed to Commission’s Contract Administrator at the following
address:
Riverside County Transportation Commission
Attention: Accounts Payable
P.O. 12008
Riverside, CA 92502
19.8 The total amount payable by Commission, including the Fixed Fee,
shall not exceed the amount set forth in each Task Order.
19.9 Salary increases shall be reimbursable if the new salary is within the
salary range identified in the approved Cost Proposal and is approved by Commission’s
Contract Administrator. For personnel subject to prevailing wage rates as described in the
California Labor Code, all salary increases, which are the direct result of changes in the
prevailing wage rates are reimbursable.
19.10 Consultant shall not be reimbursed for any expenses unless
authorized in writing by the Commission’s Contract Administrator.
19.11 All subcontracts in excess of $25,000 shall contain the above
provisions.
20. Disputes.
20.1 Any dispute, other than audit, concerning a question of fact arising
under this Agreement that is not disposed of by mutual agreement of the Parties shall be
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decided by a committee consisting of RCTC’s Contract Administrator and the Director of
Capital Projects, who may consider written or verbal information submitted by Consultant.
20.2 Not later than 30 days after completion of all Services under this
Agreement, Consultant may request review by the Commission’s Executive Director of
unresolved claims or disputes, other than audit. The request for review will be submitted in
writing.
20.3 Neither the pendency of a dispute, nor its consideration by the
committee will excuse Consultant from full and timely performance in accordance with the
terms of this Agreement.
21. Termination.
21.1 Commission reserves the right to terminate this Agreement upon thirty
(30) calendar days written notice to Consultant, for any or no reason, with the reasons for
termination stated in the notice. Commission may terminate Services under a Task Order,
at any time, for any or no reason, with the effective date of termination to be specified in
the notice of termination of Task Order.
21.2 Commission may terminate this Agreement with Consultant should
Consultant fail to perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination, Commission may proceed with the
Services in any manner deemed proper by Commission. If Commission terminates this
Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant
under this Agreement for Services completed and accepted prior to termination, unless the
cost of completion to Commission exceeds the funds remaining in the Agreement. In such
case, the overage shall be deducted from any sum due Consultant under this Agreement
and the balance, if any, shall be paid to Consultant upon demand.
21.3 In addition to the above, payment upon termination shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on
unperformed Services. Consultant shall provide documentation deemed adequate by
Commission’s Contract Administrator to show the Services actually completed by
Consultant prior to the effective date of termination. This Agreement shall terminate on the
effective date of the Notice of Termination
21.4 Upon receipt of the written Notice of Termination, Consultant shall
discontinue all affected Services as directed in the Notice or as otherwise provided herein,
and deliver to the Commission all Documents and Data, as defined in this Agreement, as
may have been prepared or accumulated by Consultant in performance of the Services,
whether completed or in progress.
21.5 In addition to the above, Consultant shall be liable to the Commission
for any reasonable additional costs incurred by the Commission to revise work for which
the Commission has compensated Consultant under this Agreement, but which the
Commission has determined in its sole discretion needs to be revised, in part or whole, to
complete the Project because it did not meet the standard of care established in this
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Agreement. Termination of this Agreement for cause may be considered by the
Commission in determining whether to enter into future agreements with Consultant.
21.6 The rights and remedies of the Parties provided in this Section are in
addition to any other rights and remedies provided by law or under this Agreement.
21.7 Consultant, in executing this Agreement, shall be deemed to have
waived any and all claims for damages which may otherwise arise from the Commission's
termination of this Agreement, for convenience or cause, as provided in this Section.
21.8 Consultant may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 Consultant agrees that the Contract Cost Principles and Procedures,
48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be
used to determine the cost allowability of individual items.
22.2 Consultant also agrees to comply with federal procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards.
22.3 Any costs for which payment has been made to CONSULTANT that
are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject
to repayment by Consultant to Commission.
22.4 All subcontracts in excess of $25,000 shall contain the above
provisions.
23. Retention of Records/Audit. For the purpose of determining compliance with,
as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California
Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters
connected with the performance of this Agreement pursuant to Government Code 8546.7;
Consultant, subconsultants, and Commission shall maintain and make available for
inspection all books, documents, papers, accounting records, and other evidence
pertaining to the performance of this Agreement, including but not limited to, the costs of
administering this Agreement. All parties shall make such materials available at their
respective offices at all reasonable times during the Agreement period and for three years
from the date of final payment under this Agreement. The State, State Auditor,
Commission, FHWA, or any duly authorized representative of the State or Federal
Government shall have access to any books, records, and documents of Consultant and
it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and
indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies
thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this
provision.
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23.1 Accounting System. Consultant and its subcontractors shall establish
and maintain an accounting system and records that properly accumulate and segregate
expenditures by line item for the Services. The accounting system of Consultant and its
subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable
the determination of incurred costs at interim points of completion, and provide support for
reimbursement payment vouchers or invoices.
24. Audit Review Procedures.
24.1 Any dispute concerning a question of fact arising under an interim or
post audit of this Agreement that is not disposed of by agreement, shall be reviewed by
Commission’s Chief Financial Officer.
24.2 Not later than 30 days after issuance of the final audit report,
Consultant may request a review by Commission’s Chief Financial Officer of unresolved
audit issues. The request for review shall be submitted in writing.
24.3 Neither the pendency of a dispute nor its consideration by
Commission shall excuse Consultant from full and timely performance, in accordance with
the terms of this Agreement.
25. Subcontracting.
25.1 Nothing contained in this Agreement or otherwise, shall create any
contractual relation between Commission and any subconsultant(s), and no subcontract
shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees
to be as fully responsible to Commission for the acts and omissions of its subconsultant(s)
and of persons either directly or indirectly employed by any of them as it is for the acts and
omissions of persons directly employed by Consultant. Consultant’s obligation to pay its
subconsultant(s) is an independent obligation from Commission’s obligation to make
payments to the Consultant.
25.2 Consultant shall perform the Services contemplated with resources
available within its own organization and no portion of the Services pertinent to this
Agreement shall be subcontracted without written authorization by Commission’s Contract
Administrator, except that, which is expressly identified in the approved Cost Proposal.
25.3 Consultant shall pay its subconsultants within ten (10) calendar days
from receipt of each payment made to Consultant by Commission.
25.4 Any subcontract in excess of $25,000 entered into as a result of this
Agreement shall contain all the provisions stipulated in this Agreement to be applicable to
subconsultants.
25.5 Any substitution of subconsultant(s) must be approved in writing by
Commission’s Contract Administrator prior to the start of work by the subconsultant(s).
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25.6 Exhibit “C” may set forth the rates at which each subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the Commission
to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both
the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a
Task Order. The subconsultant rate schedules and cost proposals contained herein are for
accounting purposes only.
26. Equipment Purchase
26.1 Prior authorization, in writing, by Commission’s Contract Administrator
shall be required before Consultant enters into any unbudgeted purchase order, or
subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of
the necessity or desirability of incurring such costs.
26.2 For purchase of any item, service or consulting work not covered in
the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s
Contract Administrator is required. Three competitive quotations must be submitted with
the request for such purchase, or the absence of bidding must be adequately justified.
26.3 Any equipment purchased as a result of this Agreement is subject to
the following: Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an
acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is
sold or traded in, Commission shall receive a proper refund or credit at the conclusion of
this Agreement, or if this Agreement is terminated, Consultant may either keep the
equipment and credit Commission in an amount equal to its fair market value, or sell such
equipment at the best price obtainable at a public or private sale, in accordance with
established Commission procedures; and credit Commission in an amount equal to the
sales price. If Consultant elects to keep the equipment, fair market value shall be
determined at Consultant’s expense, on the basis of a competent independent appraisal of
such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by
Commission and Consultant. If Consultant determines to sell the equipment, the terms
and conditions of such sale must be approved in advance by Commission. 2 CFR, Part
200 requires a credit to Federal funds when participating equipment with a fair market
value greater than $5,000 is credited to the Project.
26.4 All subcontracts in excess $25,000 shall contain the above provisions.
27. Labor Code Requirements.
27.1 Prevailing Wages.
(a) Consultant shall comply with the State of California’s General
Prevailing Wage Rate requirements in accordance with California Labor Code, Section
1770, and all Federal, State, and local laws and ordinances applicable to the Services.
(b) Any subcontract entered into as a result of this Agreement, if for
more than $25,000 for public works construction or more than $15,000 for the alteration,
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demolition, repair, or maintenance of public works, shall contain all of the provisions of this
Section.
(c) When prevailing wages apply to the Services described in the
Scope of Services, transportation and subsistence costs shall be reimbursed at the
minimum rates set by the Department of Industrial Relations (DIR) as outlined in the
applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
(d) Copies of the prevailing rate of per diem wages in effect at
commencement of this Agreement are on file at the Commission’s offices. Consultant shall
make copies of the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services available to interested parties upon request, and
shall post copies at the Consultant’s principal place of business and at the project site.
Consultant shall defend, indemnify and hold the Commission, its elected officials, officers,
employees and agents free and harmless from any claims, liabilities, costs, penalties or
interest arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws.
27.2 DIR Registration. Since the Services are being performed as part of
an applicable “public works” or “maintenance” project, then pursuant to Labor Code
Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered
with the Department of Industrial Relations. Consultant shall maintain registration for the
duration of the Project and require the same of any subconsultants. This Project may also
be subject to compliance monitoring and enforcement by the Department of Industrial
Relations. It shall be Consultant’s sole responsibility to comply with all applicable
registration and labor compliance requirements.
27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day’s work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during any
one calendar day, and forty hours in any one calendar week, except when payment for
overtime is made at not less than one and one-half the basic rate for all hours worked in
excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are
not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty,
$50.00 for each worker employed in the execution of this Agreement by him, or by any
sub-consultant under him, for each calendar day during which such workman is required or
permitted to work more than eight hours in any calendar day and forty hours in any one
calendar week without such compensation for overtime violation of the provisions of the
California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour
Law.
27.4 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
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trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant and any
subcontractor hereunder who employs workers in any apprenticeable craft or trade shall
apply to the joint apprenticeship council administering applicable standards for a certificate
approving Consultant or any sub-consultant for the employment and training of apprentices.
Upon issuance of this certificate, Consultant and any sub-consultant shall employ the
number of apprentices provided for therein, as well as contribute to the fund to administer
the apprenticeship program in each craft or trade in the area of the work hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant
28. Ownership of Materials/Confidentiality.
28.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right
to grant the exclusive and perpetual license for all such Documents & Data. Consultant
makes no such representation and warranty in regard to Documents & Data which were
prepared by design professionals other than Consultant or provided to Consultant by the
Commission.
Commission shall not be limited in any way in its use of the Documents
& Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at Commission’s sole risk.
28.2 Intellectual Property. In addition, Commission shall have and retain all
right, title and interest (including copyright, patent, trade secret and other proprietary
rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer
programs or software and source code, enhancements, documents, and any and all works
of authorship fixed in any tangible medium or expression, including but not limited to,
physical drawings or other data magnetically or otherwise recorded on computer media
(“Intellectual Property”) prepared or developed by or on behalf of Consultant under this
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Agreement as well as any other such Intellectual Property prepared or developed by or on
behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right to
the above referenced Intellectual Property. Should Consultant, either during or following
termination of this Agreement, desire to use any of the above-referenced Intellectual
Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by the
Consultant for general use prior to the execution of this Agreement and which are not the
copyright of any other party or publicly available and any other computer applications, shall
continue to be the property of the Consultant. However, unless otherwise identified and
stated prior to execution of this Agreement, Consultant represents and warrants that it has
the right to grant the exclusive and perpetual license for all such Intellectual Property as
provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
28.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission, be
used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the related
industry shall be deemed confidential. Consultant shall not use Commission's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of Commission.
28.4 Infringement Indemnification. Consultant shall defend, indemnify and
hold the Commission, its directors, officials, officers, employees, volunteers and agents
free and harmless, pursuant to the indemnification provisions of this Agreement, for any
alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any
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other proprietary right of any person or entity in consequence of the use on the Project by
Commission of the Documents & Data, including any method, process, product, or concept
specified or depicted.
29. Indemnification. To the fullest extent permitted by law, Consultant shall
defend (with counsel of Commission’s choosing), indemnify and hold Commission, Caltrans
and their directors, officials, officers, employees, consultants, volunteers, and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to alleged negligent acts, omissions, or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants, and
contractors arising out of or in connection with the performance of the Services, the Project
or this Agreement, including without limitation the payment of consequential damages,
expert witness fees, and attorneys fees and other related costs and expenses. Consultant
shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
Commission, Caltrans and their directors, officials, officers, employees, consultants,
agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that
may be rendered against Commission, Caltrans or their directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials,
officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses
and costs, including reasonable attorney’s fees, incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by Commission,
Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of
Consultant’s performance as a “design professional” (as that term is defined under Civil
Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to
claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a
court of competent jurisdiction, Consultant’s liability for such claim, including the cost to
defend, shall not exceed the Consultant’s proportionate percentage of fault.
Consultant’s obligations as set forth in this Section shall survive expiration or
termination of this Agreement.
30. To the fullest extent permitted by law, Consultant shall defend, indemnify and
hold Commission, Caltrans and their directors, officials, officers, employees, consultants,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
persons, including wrongful death, inverse condemnation, and any claims related to
property acquisition and relocation rules or failure to detect or abate hazardous materials,
which are brought by a third party, and which , in any manner arise out of or are incident to
alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers,
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employees, agents, consultants, and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation the
payment of consequential damages, expert witness fees, and attorneys fees and other
related costs and expenses. Consultant shall defend, at Consultant's own cost, expense
and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against Commission, Caltrans, and their directors,
officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against Commission, Caltrans
or their directors, officials, officers, employees, consultants, agents, or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse Commission,
Caltrans and their directors, officials, officers, employees, consultants, agents, and/or
volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees,
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by Commission, Caltrans or their directors, officials officers,
employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent
Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall
be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s obligations as set forth in this Section 29 shall survive expiration or
termination of this Agreement.
31. Insurance.
31.1 Time for Compliance. Consultant shall not commence work under this
Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this Section, in a form and with insurance companies
acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has secured all insurance required under this
Section.
31.2 Minimum Requirements. Consultant shall, at its expense, procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same
insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(a) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001,
code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
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(b) Minimum Limits of Insurance. Consultant shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to
this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit. Limits may be achieved by any combination of primary and excess or
umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage. Limits may be achieved by any combination of primary and
excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Practices Liability limits of $1,000,000 per accident.
31.3 Professional Liability. Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. For Consultant, such insurance shall be in an amount not less than
$1,000,000 per claim. This insurance shall be endorsed to include contractual liability
applicable to this Agreement and shall be written on a policy form coverage specifically
designed to protect against acts, errors or omissions of the Consultant. “Covered
Professional Services” as designated in the policy must specifically include work
performed under this Agreement. The policy must “pay on behalf of” the insured and must
include a provision establishing the insurer's duty to defend. Subconsultants of Consultant
shall obtain such insurance in an amount not less than $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may consider written requests to lower or
dispense with the errors and omissions liability insurance requirement contained in this
Section for certain subconsultants of Consultant, on a case-by-case basis, depending on
the nature and scope of the Services to be provided by the subconsultant. Approval of
such request shall be in writing, signed by the Commission’s Contract Administrator.
31.4 Aircraft Liability Insurance. Prior to conducting any Services requiring
use of aircraft, Consultant shall procure and maintain, or cause to be procured and
maintained, aircraft liability insurance or equivalent form, with a single limit as shall be
required by the Commission. Such insurance shall include coverage for owned, hired and
non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf of
the Consultant.
31.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by the
Commission to add the following provisions to the insurance policies:
(a) General Liability.
(i) Commercial General Liability Insurance must include
coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate
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limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion
deleted; (7) contractual liability with respect to this Agreement; (8) broad form property
damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by
one insured against another; or (3) contain any other exclusion contrary to this Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20
10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall be
“primary and non-contributory” and will not seek contribution from the Commission’s or
Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or
endorsements providing the exact same coverage.
(b) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the Commission, Caltrans and
their directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage.
Any insurance or self-insurance maintained by the Commission, Caltrans and their
directors, officials, officers, employees and agents shall be excess of the Consultant’s
insurance and shall not be called upon to contribute with it in any way.
(c) Workers’ Compensation and Employers Liability Coverage.
(i) Consultant certifies that he/she is aware of the provisions
of Section 3700 of the California Labor Code which requires every employer to be insured
against liability for workers’ compensation or to undertake self-insurance in accordance with
the provisions of that code, and he/she will comply with such provisions before
commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of subrogation
against the Commission, its directors, officials, officers, employees and agents for losses
paid under the terms of the insurance policy which arise from work performed by the
Consultant.
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
set forth hereunder.
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(ii) Requirements of specific coverage or limits contained in
this Section are not intended as a limitation on coverage, limits, or other requirement, or a
waiver of any coverage normally provided by any insurance. It shall be a requirement
under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits set forth herein shall
be available to the Commission, Caltrans and their directors, officials, officers, employees
and agents as additional insureds under said policies. Furthermore, the requirements for
coverage and limits shall be (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance
policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or
excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of the Commission
(if agreed to in a written contract or agreement) before the Commission’s own insurance or
self-insurance shall be called upon to protect it as a named insured. The umbrella/excess
policy shall be provided on a “following form” basis with coverage at least as broad as
provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Consultant shall provide at least ten (10) days prior written notice of
cancellation of any such policy due to non-payment of premium. If any of the required
coverage is cancelled or expires during the term of this Agreement, the Consultant shall
deliver renewal certificate(s) including the General Liability Additional Insured Endorsement
to the Commission at least ten (10) days prior to the effective date of cancellation or
expiration.
(v) The retroactive date (if any) of each policy is to be no
later than the effective date of this Agreement. Consultant shall maintain such coverage
continuously for a period of at least three years after the completion of the work under this
Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the
retroactive date is advanced past the effective date of this Agreement; B) if the policy is
cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with
a retroactive date subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and limits of
insurance coverage to be maintained by Consultant, and any approval of said insurance by
the Commission, is not intended to and shall not in any manner limit or qualify the liabilities
and obligations otherwise assumed by the Consultant pursuant to this Agreement, including
but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any policy
of insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, Commission has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by Commission will be promptly
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reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium
from Consultant payments. In the alternative, Commission may cancel this Agreement.
The Commission may require the Consultant to provide complete copies of all insurance
policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors, officials,
officers, employees or agents shall be personally responsible for any liability arising under
or by virtue of this Agreement.
31.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expense.
31.7 Acceptability of Insurers. Insurance is to be placed with insurers with
a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and
satisfactory to the Commission.
31.8 Verification of Coverage. Consultant shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. All certificates and endorsements must be received and approved
by the Commission before work commences. The Commission reserves the right to
require complete, certified copies of all required insurance policies, at any time.
31.9 Subconsultant Insurance Requirements. Consultant shall not allow
any subcontractors or subconsultants to commence work on any subcontract until they
have provided evidence satisfactory to the Commission that they have secured all
insurance required under this Section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
31.10 Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it considers
reasonable and prudent based upon risk factors that may directly or indirectly impact the
Project. In retaining this option Commission does not warrant Consultant’s insurance
program to be adequate. Consultant shall have the right to purchase insurance in addition
to the insurance required in this Section.
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32. Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all
times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission
has determined that the Project will contain areas that are open to public traffic. Consultant
shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the
Vehicle Code. Consultant shall take all reasonably necessary precautions for safe
operation of its vehicles and the protection of the traveling public from injury and damage
from such vehicles.
33. Additional Work. Any work or activities that are in addition to, or otherwise
outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the
foregoing, the Commission’s Executive Director may make a change to the Agreement,
other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a
change which is “outside the scope” of the Agreement; in other words, work which should
not be regarded as having been fairly and reasonably within the contemplation of the
parties when the Agreement was entered into. An example of a change which is not a
Cardinal Change would be where, in a contract to construct a building there are many
changes in the materials used, but the size and layout of the building remains the same.
Cardinal Changes are not within the authority of this provision to order, and shall be
processed by the Commission as “sole source” procurements according to applicable law,
including the requirements of FTA Circular 4220.1D, paragraph 9(f).
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission’s Executive Director, other
than a Cardinal Change, may be made in order to: (1) make a negotiated equitable
adjustment to the Agreement price, delivery schedule and other terms resulting from the
issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other
agreements of the parties modifying the terms of this Agreement (“Bilateral Contract
Modification”).
(b) Consultant shall not perform, nor be compensated for any
change, without written authorization from the Commission’s Executive Director as set forth
herein. In the event such a change authorization is not issued and signed by the
Commission’s Executive Director, Consultant shall not provide such change.
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34. Prohibited Interests.
34.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the Commission shall have the right
to rescind this Agreement without liability.
34.2 Consultant Conflict of Interest
(a) Consultant shall disclose any financial, business, or other
relationship with Commission that may have an impact upon the outcome of this
Agreement, or any ensuing Commission construction project. Consultant shall also list
current clients who may have a financial interest in the outcome of this Agreement, or any
ensuing Commission construction project, which will follow.
(b) Consultant hereby certifies that it does not now have, nor shall it
acquire any financial or business interest that would conflict with the performance of
services under this Agreement.
(c) Any subcontract in excess of $25,000 entered into as a result of
this Agreement, shall contain all of the provisions of this Article.
(d) Consultant hereby certifies that neither Consultant, nor any firm
affiliated with Consultant will bid on any construction contract, or on any contract to provide
construction inspection for any construction project resulting from this contract. An affiliated
firm is one, which is subject to the control of the same persons through joint-ownership, or
otherwise.
(e) Except for subconsultants whose services are limited to
providing surveying or materials testing information, no subconsultant who has provided
design services in connection with this contract shall be eligible to bid on any construction
contract, or on any contract to provide construction inspection for any construction project
resulting from this contract.
34.3 Commission Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service with
the Commission, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
34.4 Conflict of Employment. Employment by the Consultant of personnel
currently on the payroll of the Commission shall not be permitted in the performance of this
Agreement, even though such employment may occur outside of the employee's regular
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working hours or on weekends, holidays or vacation time. Further, the employment by the
Consultant of personnel who have been on the Commission payroll within one year prior to
the date of execution of this Agreement, where this employment is caused by and or
dependent upon the Consultant securing this or related Agreements with the Commission,
is prohibited.
34.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for the Consultant, to solicit
or secure this Agreement, and that he/she has not paid or agreed to pay any company or
person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or
formation of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to terminate this Agreement without liability pursuant to the terms
herein, or at its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift, or contingent fee.
34.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant
warrants that this Agreement was not obtained or secured through rebates kickbacks or
other unlawful consideration, either promised or paid to any Commission employee. For
breach or violation of this warranty, Commission shall have the right in its discretion; to
terminate this Agreement without liability; to pay only for the value of the work actually
performed; or to deduct from the Agreement price; or otherwise recover the full amount of
such rebate, kickback or other unlawful consideration.
34.7 Covenant Against Expenditure of Commission, State or Federal
Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and
belief no state, federal or local agency appropriated funds have been paid, or will be paid
by or on behalf of the Consultant to any person for the purpose of influencing or attempting
to influence an officer or employee of any state or federal agency; a Member of the State
Legislature or United States Congress; an officer or employee of the Legislature or
Congress; or any employee of a Member of the Legislature or Congress, in connection
with the award of any state or federal contract, grant, loan, or cooperative agreement, or
the extension, continuation, renewal, amendment, or modification of any state or federal
contract, grant, loan, or cooperative agreement.
(a) If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence
an officer or employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in connection with this
Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached
instructions.
(b) The Consultant's certification provided in this Section is a
material representation of fact upon which reliance was placed when this Agreement was
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entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may
result in a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
(c) The Consultant also agrees by signing this Agreement that
he/she shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
34.8 Employment Adverse to the Commission. Consultant shall notify the
Commission, and shall obtain the Commission’s written consent, prior to accepting work to
assist with or participate in a third-party lawsuit or other legal or administrative proceeding
against the Commission during the term of this Agreement.
35. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, ancestry, sex or
age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination.
36. Right to Employ Other Consultants. Commission reserves the right to employ
other consultants in connection with the Project.
37. Governing Law. This Agreement shall be governed by and construed with the
laws of the State of California. Venue shall be in Riverside County.
38. Disputes; Attorneys' Fees.
38.1 Prior to commencing any action hereunder, the Parties shall attempt
in good faith to resolve any dispute arising between them. The pendency of a dispute
shall not excuse Consultant from full and timely performance of the Services.
38.2. If the Parties are unable to resolve a dispute after attempting in good
faith to do so, the Parties may seek any other available remedy to resolve the dispute. If
either Party commences an action against the other Party, either legal, administrative or
otherwise, arising out of or in connection with this Agreement, the prevailing Party in such
litigation shall be entitled to have and recover from the losing Party reasonable attorneys'
fees and, all other costs of such actions.
39. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
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40. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect in
the construction or interpretation of any provision herein.
41. Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
Riverside County
Psomas Transportation Commission
1650 Spruce Street, Suite 400 4080 Lemon Street, 3rd Floor
Riverside, CA 92507 Riverside, CA 92501
Attn: Sean Smith Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the date
actual notice occurred, regardless of the method of service.
42. Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms and
conditions contained in this Agreement shall control the actions and obligations of the
Parties and the interpretation of the Parties' understanding concerning the performance of
the Services.
43. Amendment or Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
44. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
45. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
46. Provisions Applicable When State Funds or Federal Funds Are Involved.
When funding for the Services under a Task Order is provided by this Agreement are
provided, in whole or in part, from the United States Department of Transportation,
Consultant shall also fully and adequately comply with the provisions included in Exhibit
“D” (Federal Department of Transportation Requirements and California Department of
Transportation (Caltrans) DBE program requirements) attached hereto and incorporated
herein by reference. When funding for the Services under a Task Order is provided, in
whole or in part, from the FTA, Consultant shall also fully and adequately comply with the
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provisions included in Exhibit “F” (FTA Requirements) attached hereto and incorporated
herein by reference
47. Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited to,
the indemnification and confidentiality obligations, shall survive any such expiration or
termination.
48. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
49. Labor Certification. By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Workers’ Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
50. Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
51. Attorney Client Privilege. The Parties recognize that, during the Project, the
Commission and its attorneys will engage in communication that gives rise to an attorney
client privilege of confidentiality (“Confidential Communication”). Given the nature of the
work done by Consultant for the Commission, it may be necessary for the Consultant to
participate in Confidential Communications. To the extent that (i) the Consultant is a party
to any Confidential Communication, and (ii) a third party seeks discovery of such
communications, then the Consultant shall be deemed to be an agent of the Commission
solely for purposes of preserving any attorney client privilege in the relevant Confidential
Communication. Any such attorney client privilege shall be held by the Commission and
the Consultant is not authorized to waive that privilege or, otherwise, disclose such
Confidential Communication except as set forth below. This Section is intended to maintain
the privilege in any privileged Confidential Communications that are (1) between and
among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on
behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications
that occur in Closed Session meetings wherein the Commission, the Commission’s
attorneys and Consultant are present; and (4) between Commission and Consultant
wherein the substance of the Confidential Communication is conveyed to/from the
Consultant.
Consultant may disclose a Confidential Communication to the extent such
disclosure is required by legal process, by a court of competent jurisdiction or by any other
governmental authority, provided that any such disclosure shall be limited to the specific
part of the Confidential Communication required to be disclosed and provided that
Consultant first comply with the requirements set forth in this paragraph. As soon as
practicable after Consultant becomes aware that it is required, or may become required, to
disclose the Confidential Communication for such reason, Consultant shall notify the
Commission in writing, in order to allow the Commission to pursue legal remedies designed
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to limit the Confidential Communication required to be disclosed or to assure the
confidential treatment of the disclosed information following its disclosure. Consultant shall
cooperate with the Commission, on a reimbursable basis, to assist the Commission in
limiting the scope of disclosure or assuring the confidential treatment of any disclosed
information.
52. Subpoenas or Court Orders. Should Consultant receive a subpoena or court
order related to this Agreement, the Services or the Project, Consultant shall immediately
provide written notice of the subpoena or court order to the Commission. Consultant shall
not respond to any such subpoena or court order until notice to the Commission is provided
as required herein, and shall cooperate with the Commission in responding to the
subpoena or court order.
53. Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein, without
the prior written consent of the Commission. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by reason
of such attempted assignment, hypothecation or transfer.
54. Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties, and shall not be assigned by Consultant without the prior written
consent of Commission.
55. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
56. No Waiver. Failure of Commission to insist on any one occasion upon strict
compliance with any of the terms, covenants or conditions hereof shall not be deemed a
waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any
rights or powers hereunder at any one time or more times be deemed a waiver or
relinquishment of such other right or power at any other time or times.
[Signatures on following page]DRAFT
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SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE FOR
RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Anne Mayer
Approved as to Form:
By:
Best, Best & Krieger LLP
General Counsel
PSOMAS
By:
Signature
Name
Title
ATTEST:
By:
Its: ___________________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or
any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
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Exhibit A
EXHIBIT "A"
SCOPE OF SERVICES
Right of Way Engineering and Surveying Services
The Riverside County Transportation Commission (Commission) and the Western Riverside County Regional Conservation Authority (RCA) have procured one or more
Consultants (Consultant or Right of Way Engineering and Surveying Services
Consultant) to provide Right of Way Engineering and Surveying Services on an On-
Call/as needed basis in support of current Commission and RCA Projects, Measure A
Projects, and projects done in partnership with other agencies, pursuant to Task Orders
issued in the sole discretion of the Commission and/or the RCA.
Task Orders shall be awarded through an additional qualification-based selection
process.
Such Right of Way Engineering and Surveying Services may include, but are not
limited to, the following work programs, and/or comply with applicable requirements below:
1. Consultant shall provide right of way engineering and survey services including
but not limited to: preparing Boundary Maps, Monumentation Maps, Survey
Control Maps, Records of Survey, Lot Line Adjustments, Subdivision Maps, Legal
Descriptions and Plats, Parcel Maps, Appraisal Maps, Certificates of Compliance,
staking/marking of parcels and rights of way for appraisal and utility potholing
purposes, and other right of way engineering as necessary.
2. Consultant shall prepare Boundary, Monumentation, and Survey Control Maps
showing all parcels and easement boundaries and their relationship to the land net
monuments used to define them. In cases where the Commission is working in
conjunction with the California Department of Transportation (Caltrans), these
maps shall conform to the Caltrans District 8 Right of Way Engineering Quality
Assurance Plan for the Preparation of Documents and Maps.
3. Consultant shall utilize appropriate land surveying and land title practices to:
• Establish all property and easement boundaries within and overlapping the
project area
• Perform site reconnaissance and monument recovery
• Establish or reestablish all monumentation required by state law and local
regulations
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Exhibit A
• File a Record of Survey, if necessary, to comply with the Land Surveyors
Act. The preparation, filing, and associated fees will be the responsibility of
Consultant.
All data, maps, and documents produced by Consultant shall be subject to approval and
acceptance by the Commission’s or the RCA’s Project Manager, and in certain cases,
Caltrans. In the event of non-acceptance due to errors or omissions, Consultant shall have
seven calendar days to make corrections and return maps and documents to the
Commission and/or the RCA. Final acceptance will occur only after the work product has
been determined to conform to the scope of work and requirements.
4. All surveying and mapping work affecting the State of California Right of Way at any
location, or along any route, shall be in accordance with state law and local
regulation, and the procedures and instructions contained in the Caltrans Right of
Way Manual, the Caltrans Surveys Manual (Manuals), and the Caltrans District 8
Right of Way Engineering Quality Assurance Plan for the Preparation of
Documents and Maps. All right of way acquired by the Commission on for state
highway system projects will be subject to acceptance and transfer to the State.
5. Consultant shall appoint a Survey Manager who is a licensed Land Surveyor or
Licensed Civil Engineer, authorized to practice land surveying by the State of
California. The Survey Manager will be responsible for all work performed by
Consultant for the Commission or the RCA.
6. Deliverables shall typically consist of one (1) electronic copy.
7. If any legal issues exist during the course of an assignment, Consultant shall
request legal opinion. The Commission’s or RCA’s legal counsel shall render all
legal opinions.
8. Consultant shall utilize the services of Commission’s and/or RCA’s on-call
consultants supplemental work required for the effective delivery of Consultant’s
services to the Commission or the RCA. Fees charged by Commission’s or RCA’s
on-call consultants shall be paid directly by the Commission or the RCA.
Any and all work submitted by the Consultant shall be reviewed by the Consultant LS/LCE
and be complete and final in strict accordance with the California Board of Professional
Engineers and Land Surveyors Rule 476, Subsection (e), and signed and sealed in
accordance with Section 8761 of the Professional Land Surveyors Act.
As it pertains to projects affecting the State Highway System, work shall not be considered
complete until Caltrans has approved the work for inclusion into the Right of Way
Engineering files. Caltrans does not assume responsibility for the Consultant work after
inclusion into the R/W Engineering files, Consultant shall retain responsibility for all work
performed and submitted.
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Exhibit A
Lot Line Adjustments, Parcel Maps, Surveys and Legal Descriptions work required under
this Scope of Work may include field surveying, legal description, map preparation and
the marking of properties for utility potholing, appraisal, and boundary determination
purposes or other right of way engineering required for transportation purposes. Surveys
prepared in connection with Caltrans projects shall be performed in accordance with the
current Manuals. Work not covered by the Manuals or not associated with Caltrans
projects shall be performed in accordance with accepted professional surveying
standards.
Survey points, lines, and monuments shall be established, marked, identified, and
referenced. If required, Records of Survey shall be prepared and filed in accordance with
Chapter 15 (Land Surveyors Act) of the Business and Professions Code. A copy of
original survey documents resulting from contract work, which may include field notes,
adjustment calculations, final results, and intermediate documents, may be required to be
delivered and will become the property of Commission or RCA.
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Exhibit B-1
EXHIBIT "B"
SAMPLE TASK ORDER FORM
Task Order No. _______
Contract: [INSERT NAME OF CONTRACT]
Consultant: [INSERT NAME OF CONSULTANT]
The Consultant is hereby authorized to perform the following work subject to the
provisions of the Contract identified above:
List funding sources: ______________
List any attachments: (Please provide if any.)
Dollar Amount of Task Order: Not to exceed $_____,_____.00
Completion Date: _____________, 202__
The undersigned consultant hereby agrees that it will provide all equipment, furnish all
materials, except as may be otherwise noted above, and perform all services for the work
above specified in accordance with the Contract identified above and will accept as full
payment therefore the amount shown above.
Riverside County Transportation Commission Consultant
Dated: _________________ Dated: _________________
By: ________________________ By:________________________
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Exhibit C-1
EXHIBIT C
COMPENSATION
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FIRM PROJECT TASKS/ROLE COST
Psomas Engineering & Surveying 750,000.00$
CL Surveying & Mapping, Inc.Land Surveying Support Services TBD
750,000.00$ TOTAL COSTS
1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
EXHIBIT "C"
Prime Consultant:
Sub Consultants:
COMPENSATION SUMMARY1
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Exhibit D-1
EXHIBIT "D"
FHWA/ CALTRANS REQUIREMENTS
1. STATEMENT OF COMPLIANCE.
A. Consultant’s signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that CONSULTANT has, unless exempt,
complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant for
employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age
(over 40), marital status, and denial of family care leave. Consultant and subconsultants
shall insure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Consultant and
subconsultants shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under
(California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations
of the Fair Employment and Housing Commission implementing Government Code Section
12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of
Regulations, are incorporated into this Agreement by reference and made a part hereof as
if set forth in full. Consultant and its subconsultants shall give written notice of their
obligations under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
C. If this Agreement is federally funded, the Consultant shall comply with regulations
relative to Title VI (nondiscrimination in federally-assisted programs of the Department of
Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of
the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will
implement and maintain a policy of nondiscrimination in which no person in the state of
California shall, on the basis of race, color, national origin, religion, sex, age, disability, be
excluded from participation in, denied the benefits of or subject to discrimination under any
program or activity by the recipients of federal assistance or their assignees and
successors in interest.
D. If this Agreement is federally funded, the Consultant, with regard to the work performed
by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant
shall not discriminate on the basis of race, color, national origin, religion, sex, age, or
disability in the selection and retention of Subconsultants, including procurement of
materials and leases of equipment. The Consultant shall not participate either directly or
indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations,
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Exhibit D-2
including employment practices when the Agreement covers a program whose goal is
employment.
2. DEBARMENT AND SUSPENSION CERTIFICATION
CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that CONSULTANT has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment rendered
against it by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years. Any exceptions to this certification must be
disclosed to COMMISSION.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be
considered in determining CONSULTANT responsibility. Disclosures must indicate to whom
exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the
General Services Administration are to be determined by the Federal highway
Administration.
3. DISCRIMINATION
The Commission shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of any DOT-assisted contract or in the implementation of the
Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take
all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in
the award and administration of DOT-assisted contracts.
Consultant or subcontractor shall not discriminate on the basis of race, color, national
origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry
out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award
and administration of DOT-assisted contracts, as further set forth below. Failure by the
Consultant or subcontractor to carry out these requirements is a material breach of this
Agreement, which may result in the termination of this Agreement or such other remedy, as
the Commission deems appropriate.
4. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the
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Exhibit D-3
prime contractor receives from the Commission. Any delay or postponement of payment
from the above referenced time frame may occur only for good cause following written
approval of the Commission. This clause applies to both DBE and non-DBE
subcontractors.
5. RELEASE OF RETAINAGE
No retainage will be withheld by the Agency from progress payments due the prime
consultant. Retainage by the prime consultant or subconsultants is prohibited, and no
retainage will be held by the prime consultant from progress due subconsultants. Any
violation of this provision shall subject the violating prime consultant or subconsultants to
the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair
any contractual, administrative, or judicial remedies, otherwise available to the prime
consultant or subconsultant in the event of a dispute involving late payment or nonpayment
by the prime consultant or deficient subconsultant performance, or noncompliance by a
subconsultant. This provision applies to both DBE and non-DBE prime consultants and
subconsultants.
6. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law,
either Party to this Agreement may, where applicable, seek legal redress for violations of
this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the
relevant federal or state statutory provisions governing civil rights violations, and to the
relevant federal and state provisions governing false claims or “whistleblower” actions, as
well as any and all other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
7. DBE PARTICIPATION
Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The
requirements and procedures, as applicable, of the Caltrans DBE program are hereby
incorporated by reference into this Agreement. Even if no DBE participation will be
reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the
Caltrans DBE program, a final utilization report in the form provided by the Commission,
and any other Caltrans required DBE forms.
A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations
entitled “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs.” By obtaining DBE participation on this
Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide
overall DBE goal.
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Exhibit D-4
B. This Agreement does not have a DBE goal, but DBE goals may be included with
each task order request for proposals. If a DBE subconsultant is unable to perform, the
Consultant must make a good faith effort to replace him/her with another DBE
subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a
DBE as specified in 49 CFR.
C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are
encouraged to participate in the performance of agreements financed in whole or in part
with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on
the basis of race, color, national origin, or sex in the performance of this Agreement. The
Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and
administration of US DOT- assisted agreements. Failure by the contractor to carry out
these requirements is a material breach of this Agreement, which may result in the
termination of this Agreement or such other remedy as the Commission, Caltrans or the
Department of Transportation deems appropriate.
D. Any subcontract entered into as a result of this Agreement shall contain all of the
provisions of this section.
E. A DBE may be terminated only with prior written approval from the Commission and
only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent
for the termination, the prime consultant must meet the procedural requirements specified
in 49 CFR 26.53(f).
8. DBE PARTICIPATION GENERAL INFORMATION
It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR,
Part 26, and the Caltrans DBE program. Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be
certified through the California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime contractor, subcontractor, joint venture
partner, as a vendor of material or supplies, or as a trucking company.
C. A DBE joint-venture partner must be responsible for specific contract items of work
or clearly defined portions thereof. Responsibility means actually performing, managing and
supervising the work with its own forces. The DBE joint venture partner must share in the
capital contribution, control, management, risks and profits of the joint-venture
commensurate with its ownership interest.
D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that
is, must be responsible for the execution of a distinct element of the work and must carry
out its responsibility by actually performing, managing and supervising the work, as more
fully described in section 8 below.
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Exhibit D-5
E. The Consultant shall list only one subcontractor for each portion of work as defined
in the Consultant's bid/proposal and all DBE subcontractors should be listed in the
Consultant's bid/cost proposal list of subcontractors.
F. A Consultant who is a certified DBE is eligible to claim all of the work in the
Agreement toward the DBE participation except that portion of the work to be performed by
non-DBE subcontractors.
9 . COMMERCIALLY USEFUL FUNCTION
A. A DBE performs a commercially useful function when it is responsible for execution
of the work of the Agreement and is carrying out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a commercially useful function,
the DBE must also be responsible with respect to materials and supplies used on the
Agreement, for negotiating price, determining quality and quantity, ordering the material,
and installing (where applicable) and paying for the material itself. To determine whether a
DBE is performing a commercially useful function, evaluate the amount of work
subcontracted, industry practices; whether the amount the firm is to be paid under the
Agreement is commensurate with the work it is actually performing, and other relevant
factors.
B. A DBE does not perform a commercially useful function if its role is limited to that of
an extra participant in a transaction, Agreement, or project through which funds are passed
in order to obtain the appearance of DBE participation. In determining whether a DBE is
such an extra participant, examine similar transactions, particularly those in which DBEs do
not participate.
C. If a DBE does not perform or exercise responsibility for at least thirty percent of the
total cost of its Agreement with its own work force, or the DBE subcontracts a greater
portion of the work of the Agreement than would be expected on the basis of normal
industry practice for the type of work involved, it will be presumed that it is not performing a
commercially useful function.
10. DBE CERTIFICATION AND DE-CERTIFICATION STATUS
If a DBE subcontractor is decertified during the life of the Agreement, the decertified
subcontractor shall notify the Contractor in writing with the date of de-certification. If a
subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor
shall notify the Contractor in writing with the date of certification. Any changes should be
reported to the Commission’s Contract Administrator within 30 days.
11. DBE RECORDS
A. The Contractor shall maintain records of materials purchased and/or supplied from
all subcontracts entered into with certified DBEs. The records shall show the name and
business address of each DBE or vendor and the total dollar amount actually paid each
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Exhibit D-6
DBE or vendor, regardless of tier. The records shall show the date of payment and the total
dollar figure paid to all firms. DBE prime Contractors shall also show the date of work
performed by their own forces along with the corresponding dollar value of the work.
B. Upon completion of the Agreement, a summary of these records shall be prepared
and submitted on the most current version of the form entitled, “Final Report-Utilization of
Disadvantaged Business Enterprises (DBE),” CEM- 2402F (Exhibit 17-F in Chapter 17 of
the LAPM), certified correct by the Contractor or the Contractor’s authorized representative
and shall be furnished to the Commission’s Contract Administrator with the final invoice.
Failure to provide the summary of DBE payments with the final invoice will result in twenty-
five percent (25%) of the dollar value of the invoice being withheld from payment until the
form is submitted. The amount will be returned to the Contractor when a satisfactory “Final
Report Utilization of Disadvantaged Business Enterprises (DBE)” is submitted to the
Commission’s Contract Administrator.
a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the
Commission’s Contract Administrator showing the amount paid to DBE trucking
companies. The Contractor shall also obtain and submit documentation to the
Commission’s Contract Administrator showing the amount paid by DBE trucking companies
to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks
from a non-DBE, the Contractor may count only the fee or commission the DBE receives as
a result of the lease arrangement.
b. The Contractor shall also submit to the Commission’s Contract Administrator
documentation showing the truck number, name of owner, California Highway Patrol CA
number, and if applicable, the DBE certification number of the truck owner for all trucks
used during that month. This documentation shall be submitted on the Caltrans ”Monthly
DBE Trucking Verification,” CEM-2404(F) form provided to the Contractor by the
Commission’s Contract Administrator.
12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs
When Reporting DBE Participation, Material or Supplies purchased from DBEs may count
as follows:
A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost
of the materials or supplies will count toward the DBE participation. A DBE manufacturer is
a firm that operates or maintains a factory or establishment that produces on the premises,
the materials, supplies, articles, or equipment required under the Agreement and of the
general character described by the specifications.
B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the
cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that
owns, operates or maintains a store, warehouse, or other establishment in which the
materials, supplies, articles or equipment of the general character described by the
specifications and required under the Agreement, are bought, kept in stock, and regularly
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Exhibit D-7
sold or leased to the public in the usual course of business. To be a DBE regular dealer,
the firm must be an established, regular business that engages, as its principal business
and under its own name, in the purchase and sale or lease of the products in question. A
person may be a DBE regular dealer in such bulk items as petroleum products, steel,
cement, gravel, stone or asphalt without owning, operating or maintaining a place of
business provided in this section.
C. If the person both owns and operates distribution equipment for the products, any
supplementing of regular dealers’ own distribution equipment, shall be by a long-term lease
agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers,
manufacturers’ representatives, or other persons who arrange or expedite transactions are
not DBE regular dealers within the meaning of this section.
D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a
regular dealer, will be limited to the entire amount of fees or commissions charged for
assistance in the procurement of the materials and supplies, or fees or transportation
charges for the delivery of materials or supplies required on the job site, provided the fees
are reasonable and not excessive as compared with fees charged for similar services.
13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES
When Reporting DBE Participation, Participation of DBE trucking companies may count as
follows:
A. The DBE must be responsible for the management and supervision of the entire
trucking operation for which it is responsible.
B. The DBE must itself own and operate at least one fully licensed, insure, and
operational truck used on the Agreement.
C. The DBE receives credit for the total value of the transportation services it provides
on the Agreement using trucks it owns, insures, and operates using drivers it employs.
D. The DBE may lease trucks from another DBE firm including an owner-operator who
is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the
total value of the transportation services the lessee DBE provides on the Agreement.
E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator.
The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or
commission it receives as a result of the lease arrangement. The DBE does not receive
credit for the total value of the transportation services provided by the lessee, since these
services are not provided by the DBE.
F. For the purposes of this section, a lease must indicate that the DBE has exclusive
use and control over the truck. This does not preclude the leased truck from working for
others during the term of the lease with the consent of the DBE, as long as the lease gives
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Exhibit D-8
the DBE absolute priority for use of the leased truck. Leased trucks must display the name
and identification number of the DBE.
14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY
EXCLUSION
In accordance with 49 CFR Part 29, which by this reference is incorporated herein,
Consultant’s subconsultants completed and submitted the Certificate of subconsultant
Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part
of the Consultant’s proposal. If it is later determined that Consultant’s subconsultants
knowingly rendered an erroneous Certificate, the Commission may, among other remedies,
terminate this Agreement.
15. ENVIRONMENTAL COMPLIANCE
A. Compliance with all applicable standards, orders, or requirements issued under section
306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR
part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000).
B. Mandatory standards and policies relating to energy efficiency which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, and by signing this Agreement,
Consultant certifies under penalty of perjury that no more than one final unappealable
finding of contempt of court by a federal court has been issued against Consultant within
the immediately preceding two-year period, because of Consultant’s failure to comply with
an order of a federal court that orders Consultant to comply with an order of the National
Labor Relations Board. DR
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Exhibit E-1
EXHIBIT "E"
CONSULTANT DBE COMMITMENT
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B.49Riverside County Transportation Commission
RFQ No. 22-31-057-00 | On-Call Right-of-Way Engineering Services
REQUIRED FORMSB
Psomas | Exhibit 10-O1 Consultant Proposal DBE Commitment
Local Assistance Procedures Manual Exhibit 10-O1
Consultant Proposal DBE Commitment
LPP 18-01 Page 1 of 2
January 2019
EXHIBIT 10-O1CONSULTANT PROPOSAL DBE COMMITMENT
1. Local Agency:2. Contract DBE Goal:
3. Project Description:
4. Project Location:
5. Consultant's Name:6. Prime Certified DBE:
7. Description of Work, Service, or Materials
Supplied
8. DBE
Certification
Number
9. DBE Contact Information 10. DBE %
Local Agency to Complete this Section
11. TOTAL CLAIMED DBE PARTICIPATION % 17. Local Agency Contract Number:
18. Federal-Aid Project Number:
19. Proposed Contract Execution Date:
20. Consultant’s Ranking after Evaluation: __________________________
Local Agency certifies that all DBE certifications are valid and information on
this form is complete and accurate.
IMPORTANT: Identify all DBE firms being claimed for credit,
regardless of tier. Written confirmation of each listed DBE is
required.
21. Local Agency Representative's Signature 22. Date 12. Preparer's Signature 13. Date
23. Local Agency Representative's Name 24. Phone 14. Preparer's Name 15. Phone
25. Local Agency Representative's Title 16. Preparer's Title
DISTRIBUTION: Original – Included with consultant’s proposal to local agency.
ADA Notice: For individuals with sensory disabilities, this document is available in alternate formats. For information call (916) 654-6410 or TDD (916) 654-
3880 or write Records and Forms Management, 1120 N Street, MS-89, Sacramento, CA 95814.
eqqqquired.eded.d.dddddedded..d.d.edeedededededdddd.ddded.ed.eeeeeddddddddddd
Riverside County Transportation Commission 12%
On-Call Right-of-Way Engineering and Surveying Services
Riverside County
Psomas
Land Surveying Support Services 38284
CL Surveying and Mapping, Inc. | Lam Le, PLS
400 East Rincon St., Ste. 202, Corona, CA 92879
909.484.4200 | Lam@cl-survey.com
12%
4/21/2022
Sean Smith, PLS 909.800.8911
Vice President
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EXHIBIT "F" - FTA PROVISIONS
FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS
Notwithstanding anything to the contrary contained in the Agreement, including the
other Exhibits attached thereto, the following provisions shall apply if funding for the
Services is provided, in whole or in part, from the Federal Transit Administration (“FTA”). In
addition, the exhibits attached to this Agreement, may be replaced and substituted with
similar forms required by FTA. Consultant agrees to complete any such substitute forms.
1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD-PARTIES
BY USE OF A DISCLAIMER
(1) The Commission and Consultant acknowledge and agree that,
notwithstanding any concurrence by the Federal Government in or approval of the
solicitation or award of the underlying contract, absent the express written consent
by the Federal Government (“Government”), the Federal Government is not a party
to this contract and shall not be subject to any obligations or liabilities to the
Commission, Consultant, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Consultant agrees to include the above clause in each subcontract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clause shall not be modified, except to identify the subconsultant
who will be subject to its provisions.
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
(1) The Consultant acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT
regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions
pertaining to this Project. Upon execution of the underlying contract, the Consultant
certifies or affirms the truthfulness and accuracy of any statement it has made, it
makes, it may make, or causes to be made, pertaining to the underlying contract or
the FTA assisted project for which this contract work is being performed. In addition to
other penalties that may be applicable, the Consultant further acknowledges that if it
makes, or causes to be made, a false, fictitious, or fraudulent claim, statement,
submission, or certification, the Federal Government reserves the right to impose the
penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to the
extent the Federal Government deems appropriate.
1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER
AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C. (Highways), Safe,
Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital Transportation Act of 1969, as
amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note, or other Federal enabling legislation;
FTA MA(14); October 1, 2007; [http://www.fta.dot.gov/documents/14-Master.pdf].
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(2) The Consultant also acknowledges that if it makes, or causes to be made, a
false, fictitious, or fraudulent claim, statement, submission, certification, assurance,
or representation to the Federal Government under a contract connected with a
project that is financed in whole or in part with Federal assistance originally awarded
by FTA under the authority of 49 U.S.C. chapter 53 or any other Federal law, the
Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49
U.S.C. § 5323(l) on the Consultant, to the extent the Federal Government deems
appropriate.
(3) The Consultant agrees to include the above two clauses in each subcontract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clauses shall not be modified, except to identify the subconsultant
who will be subject to the provisions.
3. ACCESS TO RECORDS
(1) The Consultant agrees to provide the Commission, the FTA Administrator, the
U.S. Secretary of Transportation, the Comptroller General of the United States or
any of their authorized representatives access to all Project work, materials, payrolls,
and other data of the Consultant which are directly pertinent to this contract as
required by 49 U.S.C. § 5325(g).
(2) The Consultant agrees to permit any of the foregoing parties to reproduce by
any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Consultant agrees to maintain all books, records, accounts and reports
required under this contract for a period of not less than three years after the date of
transmission of the final expenditure report, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until the Commission, the FTA Administrator,
the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 CFR 18.39(i)(11).
(4) The Consultant agrees to require its subcontractors and third party
contractors to provide the same.
4. FEDERAL CHANGES
Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Grant
Agreement or Cooperative Agreement between the Commission and the Federal
Government
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Exhibit F-1
(“Grant Agreement or Cooperative Agreement”), as they may be amended or promulgated
from time to time during the term of this contract. Consultant’s failure to so comply shall
constitute a material breach of this contract.
5. CIVIL RIGHTS REQUIREMENTS
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964,
as amended, 42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, “Nondiscrimination in
Federally-Assisted Programs of the Department of Transportation – Effectuation of
Title VI of the Civil Rights Act,” 49 C.F.R. Part 21, FTA Circular 4702.1A, “Title VI and
Title VI – Dependent Guidelines for Federal Transit Administration Recipients,” May
13, 2007, Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not
discriminate against any employee or applicant for employment because of race, color,
creed, national origin, sex, age, or disability. In addition, the Consultant agrees to
comply with applicable Federal implementing regulations and other implementing
requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex – The Consultant agrees to comply with Title VII
of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity
provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41
C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment
Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246
Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal policies that may in
the future affect construction activities undertaken in the course of the Project. The
Consultant agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. In addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
(3) Age - In accordance with the Age Discrimination in Employment Act, as
amended, 29 U.S.C. §§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332,
the Consultant agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Consultant agrees to comply with any
implementing requirements FTA may issue.
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Exhibit F-2
(4) Disabilities - In accordance with section 102 of the Americans with Disabilities
Act, as amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, “Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act,”
29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition,
the Consultant agrees to comply with any implementing requirements FTA may issue.
(5) DBE Program Compliance - The Commission has established a DBE Program
pursuant to 49 C.F.R. Part 26, which applies to FTA funded agreements. The
requirements and procedures of the Commission’s DBE Program are hereby
incorporated by reference into this Agreement. Consultant shall complete Exhibits "G”
and "H" of this Agreement, or similar forms to be provided by the Commission, in
compliance with the Commission's DBE Program for FTA funded agreements. Failure
by Consultant or its subcontractor(s) to carry out the Commission’s DBE Program
procedures and requirements, or the applicable requirements of 49 C.F.R. Part 26,
section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT regulations,
“Participation by Disadvantaged Business Enterprises in Department of Transportation
Financial Assistance Programs,” 49 C.F.R. Part 26, shall be considered a material
breach of this Agreement. Such a material breach may be grounds for termination of
this Agreement or such other appropriate administrative remedy as the Commission
deems appropriate. The Consultant shall ensure that a provision mandating
compliance with the Commission’s DBE Program for FTA funded agreements is
included in any and all sub-agreements entered into which arise out of or are related to
this Agreement. Consultant shall also promptly provide the Commission with all
necessary information related to the DBE status of its subcontractors. Should the DBE
status of any of its subcontractors change in any way, Consultant shall promptly inform
the Commission of this change.
(6) The Consultant also agrees to include these requirements in each subcontract
financed in whole or in part with Federal assistance provided by FTA, modified only if
necessary to identify the affected parties.
6. TERMINATION PROVISIONS
The termination provisions found at Section 21 of this Agreement are consistent with the
termination provisions suggested by FTA for the protection of the Federal Government. The
termination provisions found at Section 21 of this Agreement control termination under this
Agreement.
7. DEBARMENT AND SUSPENSION
Instructions for Certification
1. By signing and submitting a Proposal, the Consultant is providing the signed
certification set out below.
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Exhibit F-3
2. The certification in this clause is a material representation of fact upon which
reliance was placed when this transaction was entered into. If it is later determined
that the Consultant knowingly rendered an erroneous certification, in addition to other
remedies available to the Federal Government, Commission may pursue available
remedies, including suspension and/or debarment.
3. The Consultant shall provide immediate written notice to Commission if at any
time the Consultant learns that its certification was erroneous when submitted or has
become erroneous by reason of changed circumstances.
4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower
tier covered transaction,” “participant,” “persons,” “lower tier covered transaction,”
“principal,” “proposal,” and “voluntarily excluded,” as used in this clause, have the
meanings set out in the Definitions and Coverage sections of rules implementing
Executive Order 12549 [49 CFR Part 29]. You may contact Commission for assistance
in obtaining a copy of those regulations.
5. The Consultant agrees by submitting a Proposal that, should the proposed
covered transaction be entered into, it shall not knowingly enter into any lower tier
covered transaction with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized in
writing by Commission.
6. The Consultant further agrees by submitting a Proposal that it will include the
clause titled “Certification Regarding Debarment, Suspension, Ineligibility and
Voluntary Exclusion - Lower Tier Covered Transaction”, without modification, in all
lower tier covered transactions and in all solicitations for lower tier covered
transactions.
7. A participant in a covered transaction may rely upon a certification of a
prospective participant in a lower tier covered transaction that it is not debarred,
suspended, ineligible, or voluntarily excluded from the covered transaction, unless it
knows that the certification is erroneous. A participant may decide the method and
frequency by which it determines the eligibility of its principals. Each participant may, but
is not required to, check the Nonprocurement List issued by U.S. General Service
Administration.
8. Nothing contained in the foregoing shall be construed to require establishment
of system of records in order to render in good faith the certification required by this
clause. The knowledge and information of a participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings. Except for transactions authorized under Paragraph 5 of these instructions,
if a participant in a covered transaction knowingly enters into a lower tier covered
transaction with a person who is suspended, debarred, ineligible, or voluntarily
excluded from participation in this transaction, in addition to all remedies available to
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Exhibit F-4
the Federal Government, Commission may pursue available remedies including
suspension and/or debarment.
9. The Consultant agrees to comply, and assures the compliance of each
subconsultant, lessee, or third party contractor, with Executive Orders Nos. 12549 and
12689, “Debarment and Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT
regulations, “Governmentwide Debarment and Suspension (Nonprocurement),” 49
C.F.R. Part 29.
10. The Consultant agrees to, and assures that its subconsultants, lessees and
third party contractors have reviewed the “Excluded Parties Listing System” at
http://elps.gov/ before entering into any third sub agreement, lease or third party
contract.
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion”
(1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its
“principals” [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency.
(2) When the Consultant is unable to certify to the statements in this certification, it shall
attach an explanation to this proposal.
8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR
OTHER LITIGATION
Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the Commission Executive Director, or
his or her designee. This decision shall be final and conclusive unless within ten (10) days
from the date of receipt of its copy, the Consultant mails or otherwise furnishes a written
appeal to the Commission’s Executive Director, or his or her designee. In connection with
any such appeal, the Consultant shall be afforded an opportunity to be heard and to offer
evidence in support of its position. The decision of the Commission’s Executive Director, or
his or her designee, shall be binding upon the Consultant and the Consultant shall abide be
the decision.
Performance During Dispute - Unless otherwise directed by Commission, Consultant shall
continue performance under this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or
others for whose acts he is legally liable, a claim for damages therefor shall be made in
writing to such other party within a reasonable time after the first observance of such injury of
damage.
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Exhibit F-5
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and
other matters in question between the Commission and the Consultant arising out of or
relating to this agreement or its breach will be decided by arbitration if the parties mutually
agree, or in a court of competent jurisdiction within the State in which the Commission is
located.
Rights and Remedies - The duties and obligations imposed by this Agreement and the rights
and remedies available hereunder shall be in addition to and not a limitation of any duties,
obligations, rights and remedies otherwise imposed or available by law. No action or failure to
act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded
any of them under the Contract, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specifically agreed
in writing.
FTA Notification - Consultant shall notify FTA in writing of any current or prospective major
dispute, breach, default, or litigation that may affect the Federal Government’s interests in the
Project. If the Consultant wishes to name the Federal Government as a party to litigation, the
Consultant shall inform FTA in writing before doing so.
9. LOBBYING
Lobbying Restrictions. To the extent applicable, Consultant agrees to:
(1) Comply, and assure the compliance of each subcontractor at any tier, with U.S.
DOT regulations, “New Restrictions on Lobbying,” 49 C.F.R. Part 20, modified as
necessary by 31 U.S.C. § 1352.
(2) Comply with Federal statutory provisions, to the extent applicable, prohibiting
the use of Federal assistance funds for activities designed to influence Congress or a
State legislature on legislation or appropriations, except through proper, official
channels.
10. CLEAN AIR
(1) The Consultant agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The
Consultant agrees to report each violation to the Commission and understands and agrees
that the Commission will, in turn, report each violation as required to assure notification to
FTA and the appropriate EPA Regional Office.
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
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Exhibit F-6
11. CLEAN WATER
(1) The Consultant agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251
through 1377. The Consultant agrees to report each violation to the Commission and
understands and agrees that the Commission will, in turn, report each violation as required to
assure notification to FTA and the appropriate EPA Regional Office.
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
12. ENERGY CONSERVATION
Energy Conservation. To the extent applicable, Consultant agrees to comply with the
mandatory energy efficiency standards and policies within the applicable State energy
conservation plans issued in compliance with the Energy Policy and Conservation Act, 42
U.S.C. §§ 6321 et seq. To the extent applicable, Consultant agrees to perform an energy
assessment for any building constructed, reconstructed, or modified with FTA assistance, as
provided in FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R. Part 622,
Subpart C.
13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE
National Intelligent Transportation Systems Architecture and Standards. To the extent
applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent
Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU §
5307(c), 23 U.S.C. § 512 note, and with FTA Notice, “FTA National ITS Architecture Policy
on Transit Projects” 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent
Federal directives that may be issued.
14. ADDITIONAL REQUIREMENTS
To the extent applicable, Consultant agrees to comply with the Federal programs specified
below and, with regard to such programs, Consultant agrees not compromise the
Commission’s compliance with Federal requirements as pertains to the Project.
The Programs are as follows:
(1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307.
(2) Elderly Individuals and Individuals with Disabilities Formula Program authorized
under 49 U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of
SAFETEA-LU, 49 U.S.C. § 5310 note, respectively.
(3) New Freedom Program authorized under 49 U.S.C. § 5317.
(4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 5311(b).
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Exhibit F-7
(5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308.
(6) Job Access and Reverse Commute Formula Grant Program authorized under
49 U.S.C. § 5316.
15. RELEASE OF RETAINAGE
The Commission shall hold retainage from the prime contractor and shall make prompt and
regular incremental acceptances of portions, as determined by the Commission of the
contract work and pay retainage to prime contractors based on these acceptances. The prime
contractor or subcontractor shall return all monies withheld in retention from a subcontractor
within 30 days after receiving payment for work satisfactorily completed and accepted
including incremental acceptances of portions of the contract work by the Commission.
Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over
30 days may take place only for good cause and with the Commission’s prior written
approval. Any violation of this provision shall subject the violating prime contractor or
subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of
the California Business and Professions Code. These requirements shall not be construed to
limit or impair any contractual, administrative, or judicial remedies otherwise available to the
prime contractor or subcontractor in the event of a dispute involving late payment or
nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by
a subcontractor. This provision applies to both DBE and non-DBE prime contractors and
subcontractors.
16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)
TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions required by
the Federal Transit Authority, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by the Federal Transit Authority, as set forth in
FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict
with other provisions contained in this Agreement.
The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any
Commission requests which would cause the Commission to be in violation of the FTA terms
and conditions.
17. EMPLOYMENT PROVISIONS
To the extent applicable to the Services, Consultant shall comply with the following:
A. Equal Employment Opportunity — Consultant must comply with Executive Order 11246
(3 CFR, 1964–1965 Comp., p. 339), “Equal Employment Opportunity,” as amended by
Executive Order 11375 (3 CFR, 1966–1970 Comp., p. 684), “Amending Executive Order
11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at
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Exhibit F-8
41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor.”
B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Consultant must
comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by
Department of Labor regulations (29 CFR Part 3, “Consultants and Subconsultants on
Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the
United States”). The Act provides that each contractor or subrecipient must be prohibited
from inducing, by any means, any person employed in the construction, completion, or
repair of public work, to give up any part of the compensation to which he is otherwise
entitled. The Commission shall report all suspected or reported violations to the responsible
DOE contracting officer.
C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) — Consultant must
comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327–333), as supplemented by Department of Labor regulations (29 CFR Part
5). Under Section 102 of the Act, each Consultant is required to compute the wages of every
mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of
the standard work week is permissible provided that the worker is compensated at a rate of
not less than 11/2 times the basic rate of pay for all hours worked in excess of 40 hours in
the work week. Section 107 of the Act is applicable to construction work and provides that
no laborer or mechanic is required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or
contracts for transportation or transmission of intelligence.
D. Davis-Bacon Act (40 U.S.C. 276a) — Consultant shall comply with the Davis-Bacon Act
(40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR
Part 5).
18. FTA DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS
A. General DBE Requirements: In accordance with Federal financial assistance
agreements with the U.S. Department of Transportation (U.S. DOT), Commission has
adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance
with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in
Department of Transportation Programs” (the “Regulations”). This RFP is subject to these
stipulated regulations. In order to ensure that Commission achieves its overall DBE Program
goals and objectives, Commission encourages the participation of DBEs as defined in 49
CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds.
It is the policy of the Commission to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted
contracts;
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Exhibit F-9
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted
contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are
permitted to participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and
procurement activities; and
7. Assist in the development of firms that can compete successfully in the marketplace
outside the DBE program.
B. Discrimination: Consultant shall not discriminate on the basis of race, color, national
origin, or sex in the award and performance of subcontracts. Any terms used herein that are
defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth
in the Regulations.
C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that,
while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral
DBE Program, Commission does not establish numeric race-conscious DBE participation
goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project.
Consultant shall not be required to achieve a specific level of DBE participation as a condition
of contract compliance in the performance of this DOT-assisted contract. However,
Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of
award of any Task Order (as defined in the Model Contract).
D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award):
For each Task Order proposal, the successful Consultant shall complete and submit to
Commission a“DBE Race-Neutral Participation Listing” in the form provided by Commission.
In the event DBE(s) are utilized in the performance of the Task Order, Consultant shall
comply with applicable reporting requirements.
E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its
“DBE Race-Neutral Participation Listing” submitted at the time of Task Order proposal shall
perform the work and supply the materials for which they are listed, unless Consultant has
received prior written authorization from Commission to perform the work with other forces or
to obtain the materials from other sources. Consultant shall provide written notification to
Commission in a timely manner of any changes to its anticipated DBE participation. This
notice should be provided prior to the commencement of that portion of the work.
F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of
any Task Order, the decertified subconsultant shall notify Consultant in writing with the date
of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of the
Task Order, the DBE subconsultant shall notify Consultant in writing with the date of
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Exhibit F-10
certification. Consultant shall furnish the written documentation to Commission in a timely
manner. Consultant shall include this requirement in all subcontracts.
G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State
and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or
discriminate on the basis of race, color, national origin, or sex in consideration of contract
award opportunities. Further, Consultant shall affirm that they will consider, and utilize
subconsultants and vendors, in a manner consistent with non-discrimination objectives.
H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be
a material breach of the contract to be awarded pursuant to this RFP, which may result in the
termination of the contract or such other remedy as the recipient deems appropriate, which
may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of
their contracts no later than 30 days from receipt of each payment Commission makes to the
Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract.
J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall
comply with all DBE reporting and other requirements contained in this Agreement.
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Exhibit G-1
EXHIBIT “G” – LOBBYING ACTIVITIES DISCLOSURE
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B.43Riverside County Transportation Commission
RFQ No. 22-31-057-00 | On-Call Right-of-Way Engineering Services
REQUIRED FORMSB
Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action:2. Status of Federal Action:3. Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________
4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known
6. Federal Department/Agency:7.Federal Program Name/Description:
CFDA Number, if applicable ____________________
8. Federal Action Number, if known: 9.Award Amount, if known:
10. Name and Address of Lobby Entity 11. Individuals Performing Services
(If individual, last name, first name, MI) (including address if different from No. 10)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12. Amount of Payment (check all that apply)14. Type of Payment (check all that apply)
$ _____________ actual planned a. retainer
b. one-time fee
13. Form of Payment (check all that apply):c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _______________ e deferred
Value _____________ f. other, specify _________________________
15. Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)
16. Continuation Sheet(s) attached: Yes No
17.Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: ________________________________________
Print Name: _______________________________________
Title: ____________________________________________
Telephone No.: ____________________ Date: ___________
Authorized for Local Reproduction
Federal Use Only:Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files
re: _______________________________________________________________________
1650 Spruce Street, Suite 400, Riverside, CA 92507
✔
Sean Smith, PLS
Vice President
909.800.8911 (c)4/21/2022
Not Applicable
Psomas | Exhibit K – Disclosure of Lobbying Activities
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ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING SERVICES
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
JUNE 27, 2022
Timothy Green, Senior Management Analyst
Right of Way Department
1
Background
2
•Right of way engineering and surveying services are necessary to
support the Right of Way department
•The Commission and RCA utilizes these services when acquiring
property
Procurement Process
3
•March 24, 2022
–Request for Qualifications (RFQ) was released
•April 21, 2022
–Three firms submitted responsive and responsible
statements of qualifications
•May 12, 2022
–Psomas and Guida Surveying were selected as most
qualified and interviewed
Staff Recommendation
4
1.Award Agreement No.22-31-057-00 with Psomas for the on-
call right of way engineering and surveying services for a
three-year term for an amount not to exceed $750,000;
2.Authorize the Chair or Executive Director,pursuant to legal
counsel review,to execute the agreement,on behalf of the
Commission;
3.Authorize the Executive Director,or designee,to execute task
orders under the terms of the agreements;and
4.Forward to the Commission for final action.
QUESTIONS
5
AGENDA ITEM 8
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: June 27, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: Angela Ferreira, Senior Management Analyst
Hector Casillas, Right of Way Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreements for On-Call Right of Way Environmental Site Assessment Services
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 22-31-068-00 with Dudek for the on-call right of way
environmental site assessment services for a three-year term in an amount not to exceed
$350,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
3) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultant under the terms of the agreement; and
4) Forward to the Commission for final action.
BACKGROUND INFORMATION:
Environmental Site Assessments are necessary to support the Right of Way department’s
Commission projects, future Measure A highway and rail projects, as well as projects for the
Western Riverside County Regional Conservation Authority (RCA), for which the Commission is
the managing agency as of January 1, 2021.
The presence of hazardous substances needs to be investigated prior to property acquisitions.
Therefore, it is necessary for the Commission and RCA to exercise due diligence in identifying
hazardous materials and potential hazardous substance related problems. Performing early
testing of known or potentially contaminated sites may avoid or, at least, minimize costs and
schedule delays on Commission projects.
On-call consultants will be required to furnish specialized environmental engineering and field
services including, but not limited to, site assessments and investigations, remedial
investigation/feasibility studies, remediation action plans, remediation action design,
post-remediation monitoring at specified sites, hazardous waste remediation, abatement, lead
and asbestos testing, and removal of materials.
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Agenda Item 8
Phase I – Initial site assessment shall include, but not be limited to, identifying hazardous and
potentially hazardous problems.
Phase II – Site investigations shall include, but not be limited to, items such as work plans, health
and safety plans, surveys and surface geophysical investigations, drilling, sampling, laboratory
analysis, and reporting.
In November 2018, the Commission approved similar contracts with three firms for up to
three-year terms; these contracts have been used successfully to deliver projects and react to
new and changing conditions rapidly. The total authorized amount on those contracts was also
$300,000, of which approximately $100,000 was expended.
Procurement Process
Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services
shall be on the basis of demonstrated competence and on professional qualifications necessary
for the satisfactory performance of the services required. Therefore, staff used the qualification
method of selection for the procurement. Evaluation criteria included elements such as
qualifications of firm, staffing and project organization, project understanding and approach, and
the ability to respond to the requirements set forth under the terms of a request for qualifications
(RFQ).
RFQ No. 22-31-068-00 for on-call right of way environmental site assessment services was
released by staff on February 24, 2022. The RFQ was posted on the Commission’s Planet Bids
website, which is accessible through the Commission’s website. Through Planet Bids, 36 firms
downloaded the RFQ; 5 of these firms are located in Riverside County. Staff responded to all
questions submitted by potential proposers prior to the March 8, 2022, clarification deadline.
Four firms – Dudek (Riverside); Kleinfelder (Riverside); Leighton Consulting, Inc. (Irvine); Ninyo &
Moore (Fontana) – submitted responsive and responsible statements of qualifications prior to
the 2:00 p.m. submittal deadline on March 24, 2022. Based on the evaluation criteria set forth
in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of
Commission staff.
Based on the evaluations committee’s assessment of the written statement of qualifications and
pursuant to the terms of the RFQ, the evaluation committee shortlisted and invited all four firms
to the interview phase of the evaluation and selection process. Interviews were conducted on
April 14, 2022.
The evaluation committee conducted a subsequent evaluation of each firm, based on both
written and interview components presented to the evaluation committee by each proposer.
Accordingly, the evaluation committee recommends contract award to Dudek for on-call right of
way environmental site assessment services, as this firm earned the highest total evaluation
score.
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Agenda Item 8
As a result of the evaluation committee’s assessment of the written statements of qualifications,
the evaluation committee recommends contract award to Dudek for a three-year term, in an
amount not to exceed $350,000, as this firm earned the highest total evaluation score.
The Commission’s model on-call professional services agreement will be entered into with the
consultant firm, subject to any changes approved by the Executive Director, pursuant to legal
counsel review. Staff oversight of the contract and task orders will maximize the effectiveness
of the consultant and minimize costs to the Commission.
Fiscal Impacts
Funding for these agreements will be provided by various highway, rail, and conservation
projects.
Financial Information
In Fiscal Year Budget: Yes Year:
FY 2022/23 and
2023/24+
Amount: $100,000
$250,000
Source of Funds:
2009 Measure A, State Transportation
Improvement Program, various Federal,
and Transportation Uniform Mitigation
Fees, RCA reimbursements
Budget Adjustment: No
GL/Project Accounting No.:
623999 81403 00014 0000 262 31 81403
654199 81403 00014 0000 265 33 81403
r22001 81403 00014 0000 750 68 81403
Fiscal Procedures Approved:
Date: 06/16/2022
Attachment: Draft On-Call Professional Services Agreement 22-31-068-00 with Dudek
74
Agreement No. 22-31-068-00
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
DUDEK
FOR ON-CALL RIGHT OF WAY
ENVIRONMENTAL SITE ASSESSMENT SERVICES
Parties and Date.
This Agreement is made and entered into this ___ day of _______, 2022, by
and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and DUDEK ("Consultant"), a S-Corporation. The Commission and
Consultant are sometimes referred to herein individually as “Party”, and collectively as the
“Parties”.
Recitals.
A.On November 8, 1988 the Voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the
"tax") to fund transportation programs and improvements within the County of Riverside,
and adopting the Riverside County Transportation Improvement Plan (the "Plan").
B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
C.On November 5, 2002, the voters of Riverside County approved an extension
of the Measure A tax for an additional thirty (30) years for the continued funding of
transportation and improvements within the County of Riverside.
D.A source of funding for payment for on-call professional consulting services
provided under this Agreement may be State Proposition 1B funds, Federal Highway
Administration Funds (“FHWA”) administered by the California Department of
Transportation (“Caltrans”), and/or funds from the Federal Transit Administration (“FTA”).
E.Consultant desires to perform and assume responsibility for the provision of
certain on-call right of way environmental site assessment services in the County of
Riverside, California. Services shall be provided on the terms and conditions set forth in
this Agreement and in the task order(s) to be issued pursuant to this Agreement and
executed by the Commission and the Consultant (“Task Order”). Consultant represents that
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it is experienced in providing such services to public clients, is licensed in the State of
California (if necessary), and is familiar with the plans of the Commission.
F. The Commission desires to engage Consultant to render such services on an
on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this
Agreement for future projects as set forth herein and in each Task Order (each such project
shall be designated a “Project” under this Agreement).
Terms.
1. General Scope of Services. Consultant shall furnish all technical and
professional services, including labor, material, equipment, transportation, supervision and
expertise, and incidental and customary work necessary to fully and adequately supply the
on-call right of way phase I & phase II environmental assessment services for the Projects
("Services"). The Services are generally described in Exhibit "A" attached hereto and
incorporated herein by reference. The Services shall be more particularly described in the
individual Task Orders issued by the Commission’s Executive Director or designee. No
Services shall be performed unless authorized by a fully executed Task Order. All Services
shall be subject to, and performed in accordance with, this Agreement, the relevant Task
Order, the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
2. Commencement of Services. The Consultant shall commence work upon
receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission.
3. Pre-Award Audit. As a result of the federal funding for this Project, and to the
extent Caltrans procedures apply in connection therewith, issuance of a “Notice to
Proceed” may be contingent upon completion and approval of a pre-award audit. Any
questions raised during the pre-award audit shall be resolved before the Commission will
consider approval of this Agreement. The federal aid provided under this Agreement is
contingent on meeting all Federal requirements and could be withdrawn, thereby entitling
the Commission to terminate this Agreement, if the procedures are not completed. The
Consultant’s files shall be maintained in a manner to facilitate Federal and State process
reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal
agency, may require that prior to performance of any work for which Federal
reimbursement is requested and provided, that said federal agency or Caltrans must give to
Commission an “Authorization to Proceed”.
4. Audit Procedures. Consultant and subconsultant contracts, including cost
proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract
audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit
work paper review. If selected for audit or review, this Agreement, Consultant’s cost
proposal and ICR and related work papers, if applicable, will be reviewed to verify
compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal,
state, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. This Agreement, Consultant’s cost proposal, and
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ICR shall be adjusted by Consultant and approved by the Commission’s contract manager
to conform to the audit or review recommendations. Consultant agrees that individual terms
of costs identified in the audit report shall be incorporated into this Agreement by this
reference if directed by Commission at its sole discretion. Refusal by Consultant to
incorporate audit or review recommendations, or to ensure that the federal, state or local
governments have access to CPA work papers, will be considered a breach of the
Agreement terms and cause for termination of this Agreement and disallowance of prior
reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in
Sections 23 and 24 of this Agreement.
5. Term.
5.1 This Agreement shall go into effect on the date first set forth above,
contingent upon approval by Commission, and Consultant shall commence work after
notification to proceed by Commission’s Contract Administrator. This Agreement shall end
three years from the date set forth above, unless extended by contract amendment. In no
case shall the term of this Agreement exceed three (3) years. All Task Order work should
be completed within the term.
5.2 Consultant is advised that any recommendation for contract award is
not binding on Commission until this Agreement is fully executed and approved by the
Commission.
5.3 This Agreement shall remain in effect until the date set forth above,
unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. All applicable indemnification provisions of this Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administrator. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its Contract
Administrator for the performance of this Agreement ("Commission’s Contract
Administrator"). Commission’s Contract Administrator shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission’s Contract
Administrator shall also review and give approval, as needed, to the details of Consultant's
work as it progresses. Consultant shall not accept direction or orders from any person
other than the Commission’s Contract Administrator or his or her designee.
7. Consultant's Representative. Consultant hereby designates Susan Smith to
act as its Representative for the performance of this Agreement ("Consultant’s
Representative"). Consultant's Representative shall have full authority to act on behalf of
Consultant for all purposes under this Agreement. The Consultant’s Representative shall
supervise and direct the Services, using his or her professional skill and attention, and shall
be responsible for all means, methods, techniques, sequences and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement. Consultant
shall work closely and cooperate fully with Commission’s Contract Administrator and any
other agencies which may have jurisdiction over, or an interest in, the Services.
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Consultant's Representative shall be available to the Commission staff at all reasonable
times. Any substitution in Consultant's Representative shall be approved in writing by
Commission’s Contract Administrator.
8. Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant may
substitute other personnel of at least equal competence upon written approval by the
Commission. In the event that the Commission and Consultant cannot agree as to the
substitution of the key personnel, the Commission shall be entitled to terminate this
Agreement for cause, pursuant to the provisions herein. The key personnel for
performance of this Agreement are: Susan Smith, Audrey Herscheberger, Glenna
McMahon, Nicole Peacock, or as otherwise identified in the Task Order.
9. Standard of Care; Licenses. Consultant represents and maintains that it is
skilled in the professional calling necessary to perform all Services, duties and obligations
required by this Agreement to fully and adequately complete the Project. Consultant shall
perform the Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant further
represents and warrants to the Commission that its employees and subcontractors have all
licenses, permits, qualifications and approvals of whatever nature that are legally required
to perform the Services, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. Consultant shall perform, at its own cost and
expense and without reimbursement from the Commission, any services necessary to
correct errors or omissions which are caused by the Consultant’s failure to comply with the
standard of care provided for herein, and shall be fully responsible to the Commission for
all damages and other liabilities provided for in the indemnification provisions of this
Agreement arising from the Consultant’s errors and omissions. Any employee of
Consultant or its sub-consultants who is determined by the Commission to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a
threat to the safety of persons or property, or any employee who fails or refuses to perform
the Services in a manner acceptable to the Commission, shall be promptly removed from
the Project by the Consultant and shall not be re-employed to perform any of the Services
or to work on the Project.
10. Independent Contractor. The Services shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. Commission
retains Consultant on an independent contractor basis and not as an employee, agent or
representative of the Commission. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall at all times be
under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries
and other amounts due such personnel in connection with their performance of Services
and as required by law. Consultant shall be responsible for all reports and obligations
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respecting such personnel, including but not limited to, social security taxes, income tax
withholdings, unemployment insurance, disability insurance, and workers' compensation
insurance.
Task Orders; Commencement of Services; Schedule of Services. Consultant
shall commence Services under a Task Order within five (5) days of receiving a fully
executed Task Order from the Commission. Task Orders shall be in substantially the form
set forth in Exhibit “B” attached hereto and incorporated herein by reference. Each Task
Order shall identify the funding source(s) to be used to fund the Services under the relevant
Task Order, and Consultant shall comply with the requirements specified herein, and in the
attached exhibits, applicable to the identified funding source(s).
Consultant shall perform the Services expeditiously, within the term of this
Agreement, and in accordance with any schedule of Services set forth in a Task Order
(“Schedule”). Consultant represents that it has the professional and technical personnel to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, the Commission shall respond to Consultant's
submittals in a timely manner. Upon request of Commission’s Contract Administrator,
Consultant shall provide a more detailed schedule of anticipated performance to meet the
Schedule of Services.
10.1 Modification of the Schedule. Consultant shall regularly report to the
Commission, through correspondence or progress reports, its progress in providing
required Services within the scheduled time periods. Commission shall be promptly
informed of all anticipated delays. In the event that Consultant determines that a schedule
modification is necessary, Consultant shall promptly submit a revised Schedule of Services
for approval by Commission’s Contract Administrator.
10.2 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Contract Administrator and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant cost
issues, and future Project objectives. Consultant shall be responsible for the preparation
and distribution of meeting agendas to be received by the Commission and other
attendees no later than three (3) working days prior to the meeting.
10.3 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate the
progress achieved during the previous month in relation to the Schedule of Services.
Submission of such progress report by Consultant shall be a condition precedent to receipt
of payment from the Commission for each monthly invoice submitted.
11. Delay in Performance.
11.1 Excusable Delays. Should Consultant be delayed or prevented from
the timely performance of any act or Services required by the terms of the Agreement by
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reason of acts of God or of the public enemy, acts or omissions of the Commission or
other governmental agencies in either their sovereign or contractual capacities, fires,
floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe
weather, performance of such act shall be excused for the period of such delay.
11.2 Written Notice. If Consultant believes it is entitled to an extension of
time due to conditions set forth in subsection 12.1, Consultant shall provide written notice
to the Commission within seven (7) working days from the time Consultant knows, or
reasonably should have known, that performance of the Services will be delayed due to
such conditions. Failure of Consultant to provide such timely notice shall constitute a
waiver by Consultant of any right to an excusable delay in time of performance.
11.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in completion,
and additional costs, resulting from any such extension.
12. Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this Agreement
shall be submitted to the Commission’s Contract Administrator in draft form, and the
Commission may require revisions of such drafts prior to formal submission and approval.
In the event plans and designs are to be developed as part of the Project, final detailed
plans and designs shall be contingent upon obtaining environmental clearance as may be
required in connection with Federal funding. In the event that Commission’s Contract
Administrator, in his or her sole discretion, determines the formally submitted work product
to be not in accordance with the standard of care established under this Agreement,
Commission’s Contract Administrator may require Consultant to revise and resubmit the
work at no cost to the Commission.
13. Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not be
required to, and will not, render any decision, interpretation or recommendation regarding
questions of a legal nature or which may be construed as constituting a legal opinion.
14. Opportunity to Cure; Inspection of Work. Commission may provide
Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which
may be disclosed during Project implementation. Should Consultant fail to make such
correction in a timely manner, such correction may be made by the Commission, and the
cost thereof charged to Consultant. Consultant shall allow the Commission’s Contract
Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at
any reasonable time.
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15. Claims Filed by Contractor.
15.1 If claims are filed by the Commission’s contractor for the Project
(“Contractor”) relating to work performed by Consultant’s personnel, and additional
information or assistance from the Consultant’s personnel is required by the Commission
in order to evaluate or defend against such claims; Consultant agrees to make reasonable
efforts to make its personnel available for consultation with the Commission’s construction
contract administration and legal staff and for testimony, if necessary, at depositions and
at trial or arbitration proceedings.
15.2 Consultant’s personnel that the Commission considers essential to
assist in defending against Contractor claims will be made available on reasonable notice
from the Commission. Consultation or testimony will be reimbursed at the same rates,
including travel costs that are being paid for the Consultant’s personnel services under this
Agreement.
15.3 Services of the Consultant’s personnel and other support staff in
connection with Contractor claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement in order to
finally resolve the claims.
15.4 Nothing contained in this Section shall be construed to in any way limit
Consultant’s indemnification obligations contained in Section 29. In the case of any
conflict between this Section and Section 29, Section 29 shall govern. This Section is not
intended to obligate the Commission to reimburse Consultant for time spent by its
personnel related to Contractor claims for which Consultant is required to indemnify and
defend the Commission pursuant to Section 29 of this Agreement.
16. Final Acceptance. Upon determination by the Commission that Consultant
has satisfactorily completed the Services required under this Agreement and within the
term set forth herein the Commission shall give Consultant a written Notice of Final
Acceptance. Upon receipt of such notice, Consultant shall incur no further costs
hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may
request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily
completed all Services required under the terms of this Agreement. In the event copyrights
are permitted under this Agreement, then in connection with Federal funding, it is hereby
acknowledged and agreed that the United States Department of Transportation shall have
the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use,
and to authorize others to use, the work for governmental purposes.
17. Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way of
limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
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those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by the United States Department of Transportation. For example, and not by way
of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published
Record of Decision may be required to be approved and/or completed by the United States
Department of Transportation. For Consultant shall be liable for all violations of such laws
and regulations in connection with Services. If the Consultant performs any work knowing it
to be contrary to such laws, rules and regulations and without giving written notice to the
Commission, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold Commission, its officials, directors, officers,
employees and agents free and harmless, pursuant to the indemnification provisions of this
Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
18. Fees and Payment.
18.1 The method of payment for this Agreement will be based on actual
cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct
costs) incurred by Consultant in performance of the Services. Consultant shall not be
reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved
Consultant cost proposal attached hereto as Exhibit “C” and incorporated herein by
reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless
additional reimbursement is provided for by written amendment. The overhead rates
included in the attached Exhibit “C” shall be fixed for the term of the Master Agreement,
and shall not be subject to adjustment, unless required by the applicable funding source.
In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds
Commission’s approved overhead rate set forth in the Cost Proposal. In the event that
Commission determines that a change to the Services from that specified in the Cost
Proposal, this Agreement or any Task Order is required, the Agreement time or actual
costs reimbursable by Commission shall be adjusted by written amendment to
accommodate the changed work. The maximum total cost as specified in Section 18.8
shall not be exceeded, unless authorized by a written amendment.
18.2 In addition to the allowable incurred costs, Commission shall pay
Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is
nonadjustable for each Task Order, except in the event of a significant change in the
Scope of Services, and such adjustment is made by written amendment.
18.3 Reimbursement for transportation and subsistence costs shall not
exceed the rates specified in the approved Cost Proposal. In addition, payments to
Consultant for travel and subsistence expenses claimed for reimbursement or applied as
local match credit shall not exceed rates authorized to be paid exempt non-represented
State employees under current State Department of Personnel Administration (DPA) rules,
unless otherwise authorized by Commission. If the rates invoiced are in excess of those
authorized DPA rates, and Commission has not otherwise approved said rates, then
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Consultant is responsible for the cost difference and any overpayments shall be
reimbursed to the Commission on demand.
18.4 When milestone cost estimates are included in the approved Cost
Proposal for a Task Order, Consultant shall obtain prior written approval for a revised
milestone cost estimate from the Contract Administrator before exceeding such cost
estimate.
18.5 Progress payments shall be made monthly in arrears based on
Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall
be included in the monthly progress payments. If Consultant fails to submit the required
deliverable items according to the schedule set forth in the Scope of Services,
Commission shall have the right to delay payment or terminate this Agreement in
accordance with the provisions of Section 21, Termination.
18.6 No payment shall be made prior to approval of any Services, nor for
any Services performed prior to approval of this Agreement.
18.7 Consultant shall be reimbursed, as promptly as fiscal procedures will
permit upon receipt by Commission’s Contract Administrator of itemized invoices in
triplicate. Invoices shall be submitted no later than 45 calendar days after the performance
of work for which Consultant is billing. Invoices shall detail the work performed on each
milestone and each project as applicable. Invoices shall follow the format stipulated for the
approved Cost Proposal and shall reference this Agreement number and project title. Final
invoice must contain the final cost and all credits due Commission including any
equipment purchased under the Equipment Purchase provisions of this Agreement. The
final invoice should be submitted within 60 calendar days after completion of Consultant’s
work. Invoices shall be mailed to Commission’s Contract Administrator at the following
address:
Riverside County Transportation Commission
Attention: Accounts Payable
P.O. 12008
Riverside, CA 92502
18.8 The total amount payable by Commission, including the Fixed Fee,
shall not exceed the amount set forth in each Task Order.
18.9 Salary increases shall be reimbursable if the new salary is within the
salary range identified in the approved Cost Proposal and is approved by Commission’s
Contract Administrator. For personnel subject to prevailing wage rates as described in the
California Labor Code, all salary increases, which are the direct result of changes in the
prevailing wage rates are reimbursable.
18.10 Consultant shall not be reimbursed for any expenses unless
authorized in writing by the Commission’s Contract Administrator.
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18.11 All subcontracts in excess of $25,000 shall contain the above
provisions.
19. Disputes.
19.1 Any dispute, other than audit, concerning a question of fact arising
under this Agreement that is not disposed of by mutual agreement of the Parties shall be
decided by a committee consisting of RCTC’s Contract Administrator and the Director of
Capital Projects, who may consider written or verbal information submitted by Consultant.
19.2 Not later than 30 days after completion of all Services under this
Agreement, Consultant may request review by the Commission’s Executive Director of
unresolved claims or disputes, other than audit. The request for review will be submitted in
writing.
19.3 Neither the pendency of a dispute, nor its consideration by the
committee will excuse Consultant from full and timely performance in accordance with the
terms of this Agreement.
20. Termination.
20.1 Commission reserves the right to terminate this Agreement upon thirty
(30) calendar days written notice to Consultant, for any or no reason, with the reasons for
termination stated in the notice. Commission may terminate Services under a Task Order,
at any time, for any or no reason, with the effective date of termination to be specified in
the notice of termination of Task Order.
20.2 Commission may terminate this Agreement with Consultant should
Consultant fail to perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination, Commission may proceed with the
Services in any manner deemed proper by Commission. If Commission terminates this
Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant
under this Agreement for Services completed and accepted prior to termination, unless the
cost of completion to Commission exceeds the funds remaining in the Agreement. In such
case, the overage shall be deducted from any sum due Consultant under this Agreement
and the balance, if any, shall be paid to Consultant upon demand.
20.3 In addition to the above, payment upon termination shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on
unperformed Services. Consultant shall provide documentation deemed adequate by
Commission’s Contract Administrator to show the Services actually completed by
Consultant prior to the effective date of termination. This Agreement shall terminate on the
effective date of the Notice of Termination
20.4 Upon receipt of the written Notice of Termination, Consultant shall
discontinue all affected Services as directed in the Notice or as otherwise provided herein,
and deliver to the Commission all Documents and Data, as defined in this Agreement, as
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may have been prepared or accumulated by Consultant in performance of the Services,
whether completed or in progress.
20.5 In addition to the above, Consultant shall be liable to the Commission
for any reasonable additional costs incurred by the Commission to revise work for which
the Commission has compensated Consultant under this Agreement, but which the
Commission has determined in its sole discretion needs to be revised, in part or whole, to
complete the Project because it did not meet the standard of care established in this
Agreement. Termination of this Agreement for cause may be considered by the
Commission in determining whether to enter into future agreements with Consultant.
20.6 The rights and remedies of the Parties provided in this Section are in
addition to any other rights and remedies provided by law or under this Agreement.
20.7 Consultant, in executing this Agreement, shall be deemed to have
waived any and all claims for damages which may otherwise arise from the Commission's
termination of this Agreement, for convenience or cause, as provided in this Section.
20.8 Consultant may not terminate this Agreement except for cause.
21. Cost Principles and Administrative Requirements.
21.1 Consultant agrees that the Contract Cost Principles and Procedures,
48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be
used to determine the cost allowability of individual items.
21.2 Consultant also agrees to comply with federal procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles,
and Audit Requirements for Federal Awards.
21.3 Any costs for which payment has been made to CONSULTANT that
are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject
to repayment by Consultant to Commission.
21.4 All subcontracts in excess of $25,000 shall contain the above
provisions.
22. Retention of Records/Audit. For the purpose of determining compliance with,
as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California
Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters
connected with the performance of this Agreement pursuant to Government Code 8546.7;
Consultant, subconsultants, and Commission shall maintain and make available for
inspection all books, documents, papers, accounting records, and other evidence
pertaining to the performance of this Agreement, including but not limited to, the costs of
administering this Agreement. All parties shall make such materials available at their
respective offices at all reasonable times during the Agreement period and for three years
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from the date of final payment under this Agreement. The State, State Auditor,
Commission, FHWA, or any duly authorized representative of the State or Federal
Government shall have access to any books, records, and documents of Consultant and
it’s certified public accountants (CPA) work papers that are pertinent to this Agreement and
indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies
thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this
provision.
23.1 Accounting System. Consultant and its subcontractors shall establish
and maintain an accounting system and records that properly accumulate and segregate
expenditures by line item for the Services. The accounting system of Consultant and its
subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable
the determination of incurred costs at interim points of completion, and provide support for
reimbursement payment vouchers or invoices.
23. Audit Review Procedures.
23.1 Any dispute concerning a question of fact arising under an interim or
post audit of this Agreement that is not disposed of by agreement, shall be reviewed by
Commission’s Chief Financial Officer.
23.2 Not later than 30 days after issuance of the final audit report,
Consultant may request a review by Commission’s Chief Financial Officer of unresolved
audit issues. The request for review shall be submitted in writing.
23.3 Neither the pendency of a dispute nor its consideration by
Commission shall excuse Consultant from full and timely performance, in accordance with
the terms of this Agreement.
24. Subcontracting.
24.1 Nothing contained in this Agreement or otherwise, shall create any
contractual relation between Commission and any subconsultant(s), and no subcontract
shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees
to be as fully responsible to Commission for the acts and omissions of its subconsultant(s)
and of persons either directly or indirectly employed by any of them as it is for the acts and
omissions of persons directly employed by Consultant. Consultant’s obligation to pay its
subconsultant(s) is an independent obligation from Commission’s obligation to make
payments to the Consultant.
24.2 Consultant shall perform the Services contemplated with resources
available within its own organization and no portion of the Services pertinent to this
Agreement shall be subcontracted without written authorization by Commission’s Contract
Administrator, except that, which is expressly identified in the approved Cost Proposal.
24.3 Consultant shall pay its subconsultants within ten (10) calendar days
from receipt of each payment made to Consultant by Commission.
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24.4 Any subcontract in excess of $25,000 entered into as a result of this
Agreement shall contain all the provisions stipulated in this Agreement to be applicable to
subconsultants.
24.5 Any substitution of subconsultant(s) must be approved in writing by
Commission’s Contract Administrator prior to the start of work by the subconsultant(s).
24.6 Exhibit “C” may set forth the rates at which each subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the Commission
to Consultant. Additional Direct Costs, as defined in Exhibit “C” shall be the same for both
the Consultant and all subconsultants, unless otherwise identified in Exhibit “C” or in a
Task Order. The subconsultant rate schedules and cost proposals contained herein are for
accounting purposes only.
25. Equipment Purchase
25.1 Prior authorization, in writing, by Commission’s Contract Administrator
shall be required before Consultant enters into any unbudgeted purchase order, or
subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of
the necessity or desirability of incurring such costs.
25.2 For purchase of any item, service or consulting work not covered in
the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s
Contract Administrator is required. Three competitive quotations must be submitted with
the request for such purchase, or the absence of bidding must be adequately justified.
25.3 Any equipment purchased as a result of this Agreement is subject to
the following: Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an
acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is
sold or traded in, Commission shall receive a proper refund or credit at the conclusion of
this Agreement, or if this Agreement is terminated, Consultant may either keep the
equipment and credit Commission in an amount equal to its fair market value, or sell such
equipment at the best price obtainable at a public or private sale, in accordance with
established Commission procedures; and credit Commission in an amount equal to the
sales price. If Consultant elects to keep the equipment, fair market value shall be
determined at Consultant’s expense, on the basis of a competent independent appraisal of
such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by
Commission and Consultant. If Consultant determines to sell the equipment, the terms
and conditions of such sale must be approved in advance by Commission. 2 CFR, Part
200 requires a credit to Federal funds when participating equipment with a fair market
value greater than $5,000 is credited to the Project.
25.4 All subcontracts in excess $25,000 shall contain the above provisions.
26. Labor Code Requirements.
26.1 Prevailing Wages.
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(a) Consultant shall comply with the State of California’s General
Prevailing Wage Rate requirements in accordance with California Labor Code, Section
1770, and all Federal, State, and local laws and ordinances applicable to the Services.
(b) Any subcontract entered into as a result of this Agreement, if for
more than $25,000 for public works construction or more than $15,000 for the alteration,
demolition, repair, or maintenance of public works, shall contain all of the provisions of this
Section.
(c) When prevailing wages apply to the Services described in the
Scope of Services, transportation and subsistence costs shall be reimbursed at the
minimum rates set by the Department of Industrial Relations (DIR) as outlined in the
applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
(d) Copies of the prevailing rate of per diem wages in effect at
commencement of this Agreement are on file at the Commission’s offices. Consultant shall
make copies of the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services available to interested parties upon request, and
shall post copies at the Consultant’s principal place of business and at the project site.
Consultant shall defend, indemnify and hold the Commission, its elected officials, officers,
employees and agents free and harmless from any claims, liabilities, costs, penalties or
interest arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws.
26.2 DIR Registration. Since the Services are being performed as part of
an applicable “public works” or “maintenance” project, then pursuant to Labor Code
Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered
with the Department of Industrial Relations. Consultant shall maintain registration for the
duration of the Project and require the same of any subconsultants. This Project may also
be subject to compliance monitoring and enforcement by the Department of Industrial
Relations. It shall be Consultant’s sole responsibility to comply with all applicable
registration and labor compliance requirements.
26.3 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day’s work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during any
one calendar day, and forty hours in any one calendar week, except when payment for
overtime is made at not less than one and one-half the basic rate for all hours worked in
excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services are
not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty,
$50.00 for each worker employed in the execution of this Agreement by him, or by any
sub-consultant under him, for each calendar day during which such workman is required or
permitted to work more than eight hours in any calendar day and forty hours in any one
calendar week without such compensation for overtime violation of the provisions of the
California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour
Law.
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26.4 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant and any
subcontractor hereunder who employs workers in any apprenticeable craft or trade shall
apply to the joint apprenticeship council administering applicable standards for a certificate
approving Consultant or any sub-consultant for the employment and training of apprentices.
Upon issuance of this certificate, Consultant and any sub-consultant shall employ the
number of apprentices provided for therein, as well as contribute to the fund to administer
the apprenticeship program in each craft or trade in the area of the work hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant
27. Ownership of Materials/Confidentiality.
27.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings or data magnetically or otherwise
recorded on computer diskettes, which are prepared or caused to be prepared by
Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right
to grant the exclusive and perpetual license for all such Documents & Data. Consultant
makes no such representation and warranty in regard to Documents & Data which were
prepared by design professionals other than Consultant or provided to Consultant by the
Commission.
Commission shall not be limited in any way in its use of the Documents
& Data at any time, provided that any such use not within the purposes intended by this
Agreement shall be at Commission’s sole risk.
27.2 Intellectual Property. In addition, Commission shall have and retain all
right, title and interest (including copyright, patent, trade secret and other proprietary
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rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer
programs or software and source code, enhancements, documents, and any and all works
of authorship fixed in any tangible medium or expression, including but not limited to,
physical drawings or other data magnetically or otherwise recorded on computer media
(“Intellectual Property”) prepared or developed by or on behalf of Consultant under this
Agreement as well as any other such Intellectual Property prepared or developed by or on
behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right to
the above referenced Intellectual Property. Should Consultant, either during or following
termination of this Agreement, desire to use any of the above-referenced Intellectual
Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by the
Consultant for general use prior to the execution of this Agreement and which are not the
copyright of any other party or publicly available and any other computer applications, shall
continue to be the property of the Consultant. However, unless otherwise identified and
stated prior to execution of this Agreement, Consultant represents and warrants that it has
the right to grant the exclusive and perpetual license for all such Intellectual Property as
provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
27.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission, be
used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the related
industry shall be deemed confidential. Consultant shall not use Commission's name or
insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of Commission.
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27.4 Infringement Indemnification. Consultant shall defend, indemnify and
hold the Commission, its directors, officials, officers, employees, volunteers and agents
free and harmless, pursuant to the indemnification provisions of this Agreement, for any
alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any
other proprietary right of any person or entity in consequence of the use on the Project by
Commission of the Documents & Data, including any method, process, product, or concept
specified or depicted.
28. Indemnification. To the fullest extent permitted by law, Consultant shall
defend (with counsel of Commission’s choosing), indemnify and hold Commission, Caltrans
and their directors, officials, officers, employees, consultants, volunteers, and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability,
loss, damage or injury, in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to alleged negligent acts, omissions, or willful
misconduct of Consultant, its officials, officers, employees, agents, consultants, and
contractors arising out of or in connection with the performance of the Services, the Project
or this Agreement, including without limitation the payment of consequential damages,
expert witness fees, and attorneys fees and other related costs and expenses. Consultant
shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
Commission, Caltrans and their directors, officials, officers, employees, consultants,
agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that
may be rendered against Commission, Caltrans or their directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials,
officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses
and costs, including reasonable attorney’s fees, incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to
indemnify shall not be restricted to insurance proceeds, if any, received by Commission,
Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers.
If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of
Consultant’s performance as a “design professional” (as that term is defined under Civil
Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to
claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a
court of competent jurisdiction, Consultant’s liability for such claim, including the cost to
defend, shall not exceed the Consultant’s proportionate percentage of fault.
Consultant’s obligations as set forth in this Section shall survive expiration or
termination of this Agreement.
29. To the fullest extent permitted by law, Consultant shall defend, indemnify and
hold Commission, Caltrans and their directors, officials, officers, employees, consultants,
volunteers, and agents free and harmless from any and all claims, demands, causes of
action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or
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persons, including wrongful death, inverse condemnation, and any claims related to
property acquisition and relocation rules or failure to detect or abate hazardous materials,
which are brought by a third party, and which , in any manner arise out of or are incident to
alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation the
payment of consequential damages, expert witness fees, and attorneys fees and other
related costs and expenses. Consultant shall defend, at Consultant's own cost, expense
and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind
that may be brought or instituted against Commission, Caltrans, and their directors,
officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against Commission, Caltrans
or their directors, officials, officers, employees, consultants, agents, or volunteers, in any
such suit, action or other legal proceeding. Consultant shall reimburse Commission,
Caltrans and their directors, officials, officers, employees, consultants, agents, and/or
volunteers, for any and all legal expenses and costs, including reasonable attorney’s fees,
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by Commission, Caltrans or their directors, officials officers,
employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent
Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall
be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of,
pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s obligations as set forth in this Section 29 shall survive expiration or
termination of this Agreement.
30. Insurance.
30.1 Time for Compliance. Consultant shall not commence work under this
Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this Section, in a form and with insurance companies
acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to
commence work on any subcontract until it has secured all insurance required under this
Section.
30.2 Minimum Requirements. Consultant shall, at its expense, procure and
maintain for the duration of the Agreement insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of the
Agreement by the Consultant, its agents, representatives, employees or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same
insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(a) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001,
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code 1 (any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance.
(b) Minimum Limits of Insurance. Consultant shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately to
this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit. Limits may be achieved by any combination of primary and excess or
umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage. Limits may be achieved by any combination of primary and
excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Practices Liability limits of $1,000,000 per accident.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. For Consultant, such insurance shall be in an amount not less than
$1,000,000 per claim. This insurance shall be endorsed to include contractual liability
applicable to this Agreement and shall be written on a policy form coverage specifically
designed to protect against acts, errors or omissions of the Consultant. “Covered
Professional Services” as designated in the policy must specifically include work
performed under this Agreement. The policy must “pay on behalf of” the insured and must
include a provision establishing the insurer's duty to defend. Subconsultants of Consultant
shall obtain such insurance in an amount not less than $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may consider written requests to lower or
dispense with the errors and omissions liability insurance requirement contained in this
Section for certain subconsultants of Consultant, on a case-by-case basis, depending on
the nature and scope of the Services to be provided by the subconsultant. Approval of
such request shall be in writing, signed by the Commission’s Contract Administrator.
30.4 Aircraft Liability Insurance. Prior to conducting any Services requiring
use of aircraft, Consultant shall procure and maintain, or cause to be procured and
maintained, aircraft liability insurance or equivalent form, with a single limit as shall be
required by the Commission. Such insurance shall include coverage for owned, hired and
non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf of
the Consultant.
30.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by the
Commission to add the following provisions to the insurance policies:
(a) General Liability.
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(i) Commercial General Liability Insurance must include
coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate
limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion
deleted; (7) contractual liability with respect to this Agreement; (8) broad form property
damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by
one insured against another; or (3) contain any other exclusion contrary to this Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20
10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall be
“primary and non-contributory” and will not seek contribution from the Commission’s or
Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or
endorsements providing the exact same coverage.
(b) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the Commission, Caltrans and
their directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage.
Any insurance or self-insurance maintained by the Commission, Caltrans and their
directors, officials, officers, employees and agents shall be excess of the Consultant’s
insurance and shall not be called upon to contribute with it in any way.
(c) Workers’ Compensation and Employers Liability Coverage.
(i) Consultant certifies that he/she is aware of the provisions
of Section 3700 of the California Labor Code which requires every employer to be insured
against liability for workers’ compensation or to undertake self-insurance in accordance with
the provisions of that code, and he/she will comply with such provisions before
commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of subrogation
against the Commission, its directors, officials, officers, employees and agents for losses
paid under the terms of the insurance policy which arise from work performed by the
Consultant.
(d) All Coverages.
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(i) Defense costs shall be payable in addition to the limits
set forth hereunder.
(ii) Requirements of specific coverage or limits contained in
this Section are not intended as a limitation on coverage, limits, or other requirement, or a
waiver of any coverage normally provided by any insurance. It shall be a requirement
under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits set forth herein shall
be available to the Commission, Caltrans and their directors, officials, officers, employees
and agents as additional insureds under said policies. Furthermore, the requirements for
coverage and limits shall be (1) the minimum coverage and limits specified in this
Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance
policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or
excess insurance shall contain or be endorsed to contain a provision that such coverage
shall also apply on a primary and non-contributory basis for the benefit of the Commission
(if agreed to in a written contract or agreement) before the Commission’s own insurance or
self-insurance shall be called upon to protect it as a named insured. The umbrella/excess
policy shall be provided on a “following form” basis with coverage at least as broad as
provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Consultant shall provide at least ten (10) days prior written notice of
cancellation of any such policy due to non-payment of premium. If any of the required
coverage is cancelled or expires during the term of this Agreement, the Consultant shall
deliver renewal certificate(s) including the General Liability Additional Insured Endorsement
to the Commission at least ten (10) days prior to the effective date of cancellation or
expiration.
(v) The retroactive date (if any) of each policy is to be no
later than the effective date of this Agreement. Consultant shall maintain such coverage
continuously for a period of at least three years after the completion of the work under this
Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the
retroactive date is advanced past the effective date of this Agreement; B) if the policy is
cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with
a retroactive date subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and limits of
insurance coverage to be maintained by Consultant, and any approval of said insurance by
the Commission, is not intended to and shall not in any manner limit or qualify the liabilities
and obligations otherwise assumed by the Consultant pursuant to this Agreement, including
but not limited to, the provisions concerning indemnification.
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(vii) If at any time during the life of the Agreement, any policy
of insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, Commission has the right but not the duty to obtain the
insurance it deems necessary and any premium paid by Commission will be promptly
reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium
from Consultant payments. In the alternative, Commission may cancel this Agreement.
The Commission may require the Consultant to provide complete copies of all insurance
policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors, officials,
officers, employees or agents shall be personally responsible for any liability arising under
or by virtue of this Agreement.
30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expense.
30.7 Acceptability of Insurers. Insurance is to be placed with insurers with
a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and
satisfactory to the Commission.
30.8 Verification of Coverage. Consultant 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.
30.9 Subconsultant Insurance Requirements. Consultant shall not allow
any subcontractors or subconsultants to commence work on any subcontract until they
have provided evidence satisfactory to the Commission that they have secured all
insurance required under this Section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
30.10 Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it considers
reasonable and prudent based upon risk factors that may directly or indirectly impact the
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Project. In retaining this option Commission does not warrant Consultant’s insurance
program to be adequate. Consultant shall have the right to purchase insurance in addition
to the insurance required in this Section.
31. Safety. Consultant shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Consultant shall at all
times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission
has determined that the Project will contain areas that are open to public traffic. Consultant
shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the
Vehicle Code. Consultant shall take all reasonably necessary precautions for safe
operation of its vehicles and the protection of the traveling public from injury and damage
from such vehicles.
32. Additional Work. Any work or activities that are in addition to, or otherwise
outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the
foregoing, the Commission’s Executive Director may make a change to the Agreement,
other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a
change which is “outside the scope” of the Agreement; in other words, work which should
not be regarded as having been fairly and reasonably within the contemplation of the
parties when the Agreement was entered into. An example of a change which is not a
Cardinal Change would be where, in a contract to construct a building there are many
changes in the materials used, but the size and layout of the building remains the same.
Cardinal Changes are not within the authority of this provision to order, and shall be
processed by the Commission as “sole source” procurements according to applicable law,
including the requirements of FTA Circular 4220.1D, paragraph 9(f).
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission’s Executive Director, other
than a Cardinal Change, may be made in order to: (1) make a negotiated equitable
adjustment to the Agreement price, delivery schedule and other terms resulting from the
issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other
agreements of the parties modifying the terms of this Agreement (“Bilateral Contract
Modification”).
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(b) Consultant shall not perform, nor be compensated for any
change, without written authorization from the Commission’s Executive Director as set forth
herein. In the event such a change authorization is not issued and signed by the
Commission’s Executive Director, Consultant shall not provide such change.
33. Prohibited Interests.
33.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that
it has not paid nor has it agreed to pay any company or person, other than a bona fide
employee working solely for Consultant, any fee, commission, percentage, brokerage fee,
gift or other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the Commission shall have the right
to rescind this Agreement without liability.
33.2 Consultant Conflict of Interest
(a) Consultant shall disclose any financial, business, or other
relationship with Commission that may have an impact upon the outcome of this
Agreement, or any ensuing Commission construction project. Consultant shall also list
current clients who may have a financial interest in the outcome of this Agreement, or any
ensuing Commission construction project, which will follow.
(b) Consultant hereby certifies that it does not now have, nor shall it
acquire any financial or business interest that would conflict with the performance of
services under this Agreement.
(c) Any subcontract in excess of $25,000 entered into as a result of
this Agreement, shall contain all of the provisions of this Article.
(d) Consultant hereby certifies that neither Consultant, nor any firm
affiliated with Consultant will bid on any construction contract, or on any contract to provide
construction inspection for any construction project resulting from this contract. An affiliated
firm is one, which is subject to the control of the same persons through joint-ownership, or
otherwise.
(e) Except for subconsultants whose services are limited to
providing surveying or materials testing information, no subconsultant who has provided
design services in connection with this contract shall be eligible to bid on any construction
contract, or on any contract to provide construction inspection for any construction project
resulting from this contract.
33.3 Commission Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service with
the Commission, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
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33.4 Conflict of Employment. Employment by the Consultant of personnel
currently on the payroll of the Commission shall not be permitted in the performance of this
Agreement, even though such employment may occur outside of the employee's regular
working hours or on weekends, holidays or vacation time. Further, the employment by the
Consultant of personnel who have been on the Commission payroll within one year prior to
the date of execution of this Agreement, where this employment is caused by and or
dependent upon the Consultant securing this or related Agreements with the Commission,
is prohibited.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for the Consultant, to solicit
or secure this Agreement, and that he/she has not paid or agreed to pay any company or
person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or
formation of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to terminate this Agreement without liability pursuant to the terms
herein, or at its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift, or contingent fee.
33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant
warrants that this Agreement was not obtained or secured through rebates kickbacks or
other unlawful consideration, either promised or paid to any Commission employee. For
breach or violation of this warranty, Commission shall have the right in its discretion; to
terminate this Agreement without liability; to pay only for the value of the work actually
performed; or to deduct from the Agreement price; or otherwise recover the full amount of
such rebate, kickback or other unlawful consideration.
33.7 Covenant Against Expenditure of Commission, State or Federal
Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and
belief no state, federal or local agency appropriated funds have been paid, or will be paid
by or on behalf of the Consultant to any person for the purpose of influencing or attempting
to influence an officer or employee of any state or federal agency; a Member of the State
Legislature or United States Congress; an officer or employee of the Legislature or
Congress; or any employee of a Member of the Legislature or Congress, in connection
with the award of any state or federal contract, grant, loan, or cooperative agreement, or
the extension, continuation, renewal, amendment, or modification of any state or federal
contract, grant, loan, or cooperative agreement.
(a) If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence
an officer or employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in connection with this
Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached
instructions.
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(b) The Consultant's certification provided in this Section is a
material representation of fact upon which reliance was placed when this Agreement was
entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may
result in a civil penalty of not less than $10,000 and not more than $100,000 for each such
failure.
(c) The Consultant also agrees by signing this Agreement that
he/she shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
33.8 Employment Adverse to the Commission. Consultant shall notify the
Commission, and shall obtain the Commission’s written consent, prior to accepting work to
assist with or participate in a third-party lawsuit or other legal or administrative proceeding
against the Commission during the term of this Agreement.
34. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, ancestry, sex or
age. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising,
layoff or termination.
35. Right to Employ Other Consultants. Commission reserves the right to employ
other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with the
laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action hereunder, the Parties shall attempt
in good faith to resolve any dispute arising between them. The pendency of a dispute
shall not excuse Consultant from full and timely performance of the Services.
37.2. If the Parties are unable to resolve a dispute after attempting in good
faith to do so, the Parties may seek any other available remedy to resolve the dispute. If
either Party commences an action against the other Party, either legal, administrative or
otherwise, arising out of or in connection with this Agreement, the prevailing Party in such
litigation shall be entitled to have and recover from the losing Party reasonable attorneys'
fees and, all other costs of such actions.
38. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
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39. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect in
the construction or interpretation of any provision herein.
40. Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
Riverside County
Dudek Transportation Commission
605 Third Street 4080 Lemon Street, 3rd Floor
Encinitas, CA 92024 Riverside, CA 92501
Attn: Susan Smith 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.
41. Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms and
conditions contained in this Agreement shall control the actions and obligations of the
Parties and the interpretation of the Parties' understanding concerning the performance of
the Services.
42. Amendment or Modification. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
45. Provisions Applicable When State Funds or Federal Funds Are Involved.
When funding for the Services under a Task Order is provided by this Agreement are
provided, in whole or in part, from the United States Department of Transportation,
Consultant shall also fully and adequately comply with the provisions included in Exhibit
“D” (Federal Department of Transportation Requirements and California Department of
Transportation (Caltrans) DBE program requirements) attached hereto and incorporated
herein by reference. When funding for the Services under a Task Order is provided, in
whole or in part, from the FTA, Consultant shall also fully and adequately comply with the
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provisions included in Exhibit “F” (FTA Requirements) attached hereto and incorporated
herein by reference
46. Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited to,
the indemnification and confidentiality obligations, shall survive any such expiration or
termination.
47. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
48. Labor Certification. By its signature hereunder, Consultant certifies that it is
aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Workers’ Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
50. Attorney Client Privilege. The Parties recognize that, during the Project, the
Commission and its attorneys will engage in communication that gives rise to an attorney
client privilege of confidentiality (“Confidential Communication”). Given the nature of the
work done by Consultant for the Commission, it may be necessary for the Consultant to
participate in Confidential Communications. To the extent that (i) the Consultant is a party
to any Confidential Communication, and (ii) a third party seeks discovery of such
communications, then the Consultant shall be deemed to be an agent of the Commission
solely for purposes of preserving any attorney client privilege in the relevant Confidential
Communication. Any such attorney client privilege shall be held by the Commission and
the Consultant is not authorized to waive that privilege or, otherwise, disclose such
Confidential Communication except as set forth below. This Section is intended to maintain
the privilege in any privileged Confidential Communications that are (1) between and
among Commission, Consultant, and Commission’s attorneys; (2) between Consultant (on
behalf of the Commission) and Commission’s attorneys; (3) Confidential Communications
that occur in Closed Session meetings wherein the Commission, the Commission’s
attorneys and Consultant are present; and (4) between Commission and Consultant
wherein the substance of the Confidential Communication is conveyed to/from the
Consultant.
Consultant may disclose a Confidential Communication to the extent such
disclosure is required by legal process, by a court of competent jurisdiction or by any other
governmental authority, provided that any such disclosure shall be limited to the specific
part of the Confidential Communication required to be disclosed and provided that
Consultant first comply with the requirements set forth in this paragraph. As soon as
practicable after Consultant becomes aware that it is required, or may become required, to
disclose the Confidential Communication for such reason, Consultant shall notify the
Commission in writing, in order to allow the Commission to pursue legal remedies designed
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to limit the Confidential Communication required to be disclosed or to assure the
confidential treatment of the disclosed information following its disclosure. Consultant shall
cooperate with the Commission, on a reimbursable basis, to assist the Commission in
limiting the scope of disclosure or assuring the confidential treatment of any disclosed
information.
51. Subpoenas or Court Orders. Should Consultant receive a subpoena or court
order related to this Agreement, the Services or the Project, Consultant shall immediately
provide written notice of the subpoena or court order to the Commission. Consultant shall
not respond to any such subpoena or court order until notice to the Commission is provided
as required herein, and shall cooperate with the Commission in responding to the
subpoena or court order.
52. Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein, without
the prior written consent of the Commission. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by reason
of such attempted assignment, hypothecation or transfer.
53. Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties, and shall not be assigned by Consultant without the prior written
consent of Commission.
54. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
55. No Waiver. Failure of Commission to insist on any one occasion upon strict
compliance with any of the terms, covenants or conditions hereof shall not be deemed a
waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any
rights or powers hereunder at any one time or more times be deemed a waiver or
relinquishment of such other right or power at any other time or times.
[Signatures on following page]DRAFT
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SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
WITH PROPOSITION 1B, FTA AND FHWA FUNDING ASSISTANCE FOR
RIGHT OF WAY PHASE I & PHASE II ENVIRONMENTAL ASSESSMENT SERVICES
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Anne Mayer
Approved as to Form:
By:
Best, Best & Krieger LLP
General Counsel
CONSULTANT
DUDEK
By:
Signature
Name
Title
ATTEST:
By:
Its: ___________________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or
any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
RCTC.
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Exhibit A-1
EXHIBIT "A" - SCOPE OF WORK AND TECHNICAL SPECIFICATIONS
1.0 SCOPE OF WORK
The presence of hazardous substances within and adjacent to existing and proposed right
of way and facilities for various Riverside County Transportation Commission (Commission)
rail and highway projects or for various Western Riverside County Regional Conservation
Authority (RCA) real property acquisitions for open space for wildlife and plant life
conservation is possible. It is, therefore, necessary that the Commission and/or the RCA
exercise due diligence in identifying hazardous and potential hazardous substances related
problems. For purposes of this work, hazardous substances are substances or
combinations of substances as defined in Title 22 California Code of Regulations, Section
66680, Division 20, Health and Safety Code, Sections 25115 and 25117, or those
substances defined in Title 49 Code of Federal Regulations, Part 171.8.
On-Call Consultant will be required to furnish environmental engineering services, field
services including, but not limited to, site assessment and investigations, remedial
investigation/feasibility studies, remediation action plans, remediation action design, post-
remediation monitoring at specified areas, hazardous waste remediation, abatement and
removal of materials. Work will be assigned on a task order basis.
1.1 Task Order (TO) Procedures for Federally and Caltrans Funded TOs:
1.1.1 The Commission's and/or the RCA’s Representative or designated project manager
will issue TOs to consultant on an as-needed basis.
1.1.2 REQUEST FOR TASK ORDER SUBMITTALS. Upon a request for a TO Proposal
by the Commission or by the RCA Representative, one or more consultants
shall develop a plan and submit a proposal for the requested services. The
TO shall include a schedule, number of labor hours, labor classification(s), and
classification rates to provide the requested services.
1.1.3 REVIEW AND AWARD OF TASK ORDERS. The Commission's or the RCA’s
Representative or designated project manager will evaluate the submitted TO
Proposal ensuring that the submittal is complete, consistent with the
Commission's or the RCA’s written or oral request for services, the personnel
assigned are acceptable, the schedule is acceptable, that all costs proposed
are appropriate, and that the item is in compliance with contractual
requirements. If required, the Commission's or the RCA’s Representative or
designated project manager will conduct negotiations to address exceptions
and clarify costs. The fully executed TO will serve as the record of
negotiations.
1.1.4 COMPLETION SCHEDULE. The consultant's performance of services shall
commence under each TO only upon written authorization by the
Commission's or by the RCA’s Representative or designated project manager.
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Exhibit A-2
1.1.5 Consultant shall complete the services within the time frame specified on a
particular TO.
1.1.6 All work shall be subject to review and approval of the Commission or the RCA
either by the Contract Administrator or a designated representative prior to the
acceptance and approval of payment.
1.2 Task Order (TO) Procedures for Locally Funded TOs:
1.2.1 Locally funded TOs may be awarded by the designated project manager in the best
interest of the Commission or the RCA. TO Proposals are not required for
locally funded TOs.
1.3 Phase I – Initial Site Assessment
The Initial Site Assessment (ISA) is necessary for identifying hazardous and potentially
hazardous problems within and adjacent to existing and proposed rights-of-way and
facilities for the Commission’s Measure A or other transportation projects or the RCA’s
projects. The ISA shall include all pertinent information regarding listed hazardous waste
and potential hazardous waste sites in the vicinity of the project. The Consultant may be
required to review and update prior environmental reports or remediation work.
During the performance of an ISA, the Consultant shall review published lists of hazardous
waste sites and search as necessary available files of federal, state, regional and local
agencies such as, but not limited to:
• Environmental Protection Agency (EPA) National Priority List (NPL) reports
• California Environmental Protection Agency (Cal/EPA)
• Regional Water Quality Control Board (RWQCB)
• Office of Emergency Services (hazardous materials management plans)
• Local health departments (site lists, permits, reports)
• Local fire departments (site lists, permits, reports)
• County Tax Assessors (parcel maps and files)
• County Court House (maps and files)
• Utility companies (maps, plans, records)
• Caltrans (right-of-way maps, aerial photos and files)
The Consultant shall also review Sanborn Fire Insurance Maps, aerial photographs and
other reports, maps and photographs, as necessary, to determine past and present land
uses and to identify known or potential hazardous waste sites on parcels of land for future
highway improvement projects. The time frame for this record search shall extend as far
back as necessary, or to the limitation of available records, to determine the use and
presence of any hazardous wastes/materials on the parcels of land in question.
The Consultant shall review published data from the United States Geological Surveys
(USGS), state and other available maps and reports in order to compile a general geologic
map and general hydrologic profile of the right-of-way or facility.
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Exhibit A-3
As directed, the Consultant shall conduct a field survey for potential hazardous waste sites
of all parcels of land within and adjacent to the proposed right-of-way or facility as specified
in the Task Order. During this phase, it is not necessary to confirm the actual presence of
hazardous waste in soil or groundwater on the site. Coordination and contacts with property
owners and/or regulatory agencies shall be pre-approved by the Commission or by the
RCA.
All of the work for Phase I ISA or Transaction Screen Reports (TSR) will be performed
using American Society for Testing and Materials Standards (ASTM) 1527 or 1528. In
circumstances when an ISA will be performed to obtain right of way for a Caltrans project,
the work will be completed using the Caltrans Project Development Procedures Manual for
Environmental Contamination, Chapter 18.
The Consultant shall be responsible for all Regulatory Agency Coordination through-out all
phases of the Project.
General requirements for ISA reports are provided in Attachment I
1.4 Phase II – Site Investigation
If required, site investigations may include, but are not limited to, items such as work plans,
health and safety plans, surveys and surface geophysical investigations (if necessary),
drilling, sampling, laboratory analysis, and reporting.
All elements of the site investigations must meet all applicable standards set forth by local,
state and federal regulatory agencies. There should be no deviation to the required
standards. The investigative techniques (i.e., drilling methods, sampling collection and
sampling handling procedures, analytical methods and equipment) must be procedurally
acceptable to the Commission, the RCA and regulatory agencies.
During soil investigations, the drilling and sampling operations shall be supervised on-site
by Professional Engineer (PE), Certified Engineering Geologist (CEG), or Registered
Geologist (RG). Personnel with specific registration(s) may be required in a Task Order to
conform to regulatory agency requirements.
1.4.1 Work Plans
A technical work plan shall be developed for all site investigations. The work plan shall be
sufficiently detailed to fully describe the work to be performed. The Consultant shall submit
a draft site-specific work plan to the Commission’s or to the RCA’s Project Manager for
review. The draft shall be revised based on the Commission’s or the RCA’s comments and
returned within seven (7) working days. The Commission or the RCA shall review and
approve the plan prior to start of fieldwork.
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Exhibit A-4
Appropriate professional personnel shall develop work plans. Interpretation of geology,
hydrogeologic, and/or hydrologic information shall be completed under the supervision of a
California RG and/or CEG.
All work performed by the Consultant shall be in accordance with the site-specific final work
plan as reviewed and approved by the Commission or by the RCA.
1.4.2 Health and Safety Plans
Throughout the performance of field soil investigations, the Consultant, its subcontractors,
and their personnel are responsible for their own health and safety planning, monitoring
and procedures.
All field soil investigations will require development of an appropriate Health and Safety
Plan. The Commission or the RCA shall review and approve the plan prior to the start of
work. The Consultant shall submit a draft site specific Health and Safety Plan to the
Commission or to the RCA for review. The draft shall be revised based on the
Commission’s and/or the RCA’s comments and returned to the Consultant within seven (7)
calendar days. The Health and Safety Plan shall conform to all applicable regulatory
requirements including, but not limited to 8CCR 5192 and 8CCR 3202.
The Consultant shall complete all work in accordance with the site Health and Safety Plan.
The Consultant shall ensure that all employees, while on the project site, conform to the
plan requirements.
1.4.3 Surveys of Buildings, Containers, Etc.
The Consultant may be required to provide survey activities. Survey activities may include
the surveying and testing, as applicable, of buildings, structures, stored materials, tank
contents and containers to determine whether hazardous waste or materials are present.
Typical surveys may include inspection for the following:
• Asbestos containing materials (ACM) in buildings and pipelines
• Poly Chlorinated Biphenyl’s (PCB) containing materials in transformers, equipment,
containers
• Fuels and other chemicals in tanks, barrels and storage containers
• Review of buildings or structures to determine whether hazardous materials are
being used or stored
• The presence of lead paint
Only when requested will a Certified Industrial Hygienist (CIH) be utilized for survey plans
and work. Requests for a CIH will be through the Task Order process. When surveys are
included in a Task Order, survey activities as well as results shall be included as a report or
as part of the Site Investigation Report.
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Exhibit A-5
1.4.4 Surface Geophysical Investigations
Consultants shall provide surface geophysical investigative services for the purpose of
acquiring data as specified in the Task Order. Surface geophysical work shall be
coordinated and interpreted by a geophysicist certified in the state of California.
When geophysical activities are included in a Task Order, in addition to the general soil
investigation reporting requirements, geophysical activities and results shall be included as
a report or as part of the Site Investigation Report.
1.4.5 Soil Gas Survey
Consultant shall provide subsurface soil gas sampling and analysis services. Gas survey
personnel on site shall include a chemist or other experienced professional responsible for
equipment operation and calibration.
When soil gas survey activities are included in a Task Order, in addition to the general soil
investigation reporting requirements, soil gas survey activities and results shall be included
as a report or as part of the Site Investigation Report.
1.4.6 Trenching
Trenching may be required for shallow soil investigation purposes. Excavation may be
needed to determine shallow subsurface conditions or to excavate and expose subsurface
structures such as foundations, tanks, pipes and/or sumps. Trenching activities shall be
observed and supervised by a site engineer, geologist or engineering geologist.
1.4.7 Drilling
Consultant shall provide drilling services that have the capability to drill and sample soft or
poorly consolidated material, rock of varying densities, hardness, and degrees of fracturing,
engineered fill, asphalt, Portland concrete cement (PCC), and wastes. Consultant shall
also provide drilling services that have the capability to properly drill, construct, and develop
groundwater monitoring wells.
Monitoring wells may be required to determine if groundwater contamination is present, the
extent of the contamination, and the general characterization of the subsurface vadose and
hydro geologic conditions. Monitoring wells shall be designed and constructed in
accordance with all the appropriate regulations, requirements and to be able to obtain
water samples from the appropriate aquifer zones.
The Consultant, prior to drilling and installation of wells, shall obtain all of the necessary
well permit(s). The Consultant shall register all monitoring wells with the Department of
Water Resources. Copies of these records shall be included in the Site Investigation
Report.
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Exhibit A-6
When drilling activities are included in a Task Order, in addition to the general soil
investigation reporting requirements, drilling activities and results shall be included as a
report or as part of the Site Investigation Report.
1.4.8 Sampling
The objective of sampling is to obtain a representative sample of the subsurface soil,
vadose and/or water conditions and levels of contamination at the specific site. Sampling
intervals shall be site specific and reviewed and approved by the Commission, or by the
RCA and/or regulatory agencies.
When sampling activities are included in a Task Order, in addition to the general soil
investigation reporting requirements, sampling activities and results shall be included as a
report or as part of the Site Investigation Report.
1.4.9 Laboratory Analysis
Laboratory analyses for each parameter will be performed in accordance with EPA
protocols established in the EPA document Test Methods for Evaluating Solid Waste, SW-
846, Update III, dated June 1997. Analyses will be performed in accordance with the EPA
method procedures unless project requirements necessitate the adoption of alternative
methods. Analysis will be performed within the holding times. If an alternative method is
used, it will be documented and reported.
Laboratories used to perform chemical analysis shall be certified by the California
Department of Health Services (DHS). Asbestos and lead samples shall be submitted to
an American Industrial Hygiene Association (AIHA) accredited laboratory.
For specific test methods not as yet certified by DHS, the laboratory can perform laboratory
analysis only if presently certified by DHS for comparable test methods, e.g., volatile
organics, semivolatile organics, etc. or is a currently certified US EPA Contract laboratory.
Expected turnaround time for chemical analysis shall be seven (7) calendar days, unless
otherwise requested.
Analysis shall be performed in accordance with the Contract Laboratory program protocol
(CLP). The Consultant shall be responsible for sample transport from worksite to the
laboratory, to provide clean or new sample containers, labels, appropriate preservation and
chain-of-custody records.
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Exhibit A-7
1.4.9.1 Quality Assurance/Quality Control
Quality control of laboratory analyses is assessed by performing analytical methods
according to protocols and analyzing laboratory QA/QC samples to measure precision and
accuracy of laboratory methods and equipment, instrument calibration, and preventive
maintenance.
1.4.9.1.1 General
Laboratory QA/QC samples that will be analyzed during the proposed assessment include
method blanks, laboratory control samples, MSs, and duplicates. Specific acceptance limits
for the samples will be per the respective analytical method and at the discretion of the
laboratory QA/QC manager.
1.4.9.1.2 Method Blanks
A method blank is a sample of deionized water or clean sand prepared by and analyzed by
the laboratory in the same manner as the samples. It is used to assess potential
contamination in the laboratory process (e.g., contaminated reagents or improperly cleaned
equipment). The laboratory will analyze one method blank sample per batch or every 20
samples for each analytical method.
1.4.9.1.3 Laboratory Control Samples
A laboratory control sample is a known matrix (e.g., deionized water) that has been spiked
with a known concentration of specific target analytes. It is used to demonstrate the
precision of the analytical process. A laboratory control sample will be analyzed at a
frequency of one per preparation or analytical batch not to exceed 20 samples.
1.4.9.1.4 Matrix Spikes
The MS is an actual sample matrix spiked with known concentrations of specific target
analytes. The purpose of an MS is to access the effect of a sample matrix on the recovery
of target analytes (i.e., assess the potential for matrix interferences, either high or low). One
MS will be analyzed per batch or every 20 samples for each analytical method.
1.4.9.1.5 Laboratory Duplicates
Duplicate samples are used to assess precision in the analytical method. An additional
aliquot is extracted from a sample and analyzed using the procedures. Then the results are
compared to assess the precision. Duplicates may be of three kinds – laboratory control
sample duplicates, MS duplicates, and laboratory sample duplicates. Duplicates should be
analyzed per batch or every 20 samples for each analytical sample.
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Exhibit A-8
1.4.10 Laboratory Reports
Complete copies of the laboratory reports, including QA/QC summary reports shall be
placed in an appendix of the Site Assessment Report. Laboratory reports shall contain, but
not limited to, the following information:
• Written explanation of higher detection limits, laboratory contaminants, or other
unusual results.
• Name, address, and telephone number of laboratory
• Laboratory number for each sample reported
• Consultant’s number for each sample recorded
• Date sample(s) collected
• Date sample(s) received by laboratory
• Date of laboratory testing
• Brief sample description (e.g. soil, water, sludge, etc.)
• Specific test method
• Extraction method utilized
• Test result for each sample and method
• Detection limit for each test method
• Date of test report
• Signature and title of the manager or director of the appropriate laboratory section
1.4.11 Reporting
General requirements for Site Investigation Reports are provided in Attachment II
1.5 Remedial Investigation/Feasibility Studies (RI/FS)
A comprehensive Remedial Investigation/Feasibility Study (RI/FS) will be perform to
develop sufficient information to make an informed remedial alternative selection that
eliminates, reduces, and/or controls the risks to human health and the environment. All
elements of the RI/FS Work Plan shall conform to applicable federal, state and local
guidelines, rules, regulations, and criteria negotiated with appropriate regulatory agencies.
Appropriate professional personnel shall develop RI/FS Work Plans. Interpretation of
geology, hydrogeology, and/or hydrology information shall be conducted under the
supervision of a California Registered Geologist or Certified Engineering Geologist.
At the conclusion of the RI/FS, a RI/FS Report shall be prepared to include at a minimum,
site characteristics, sources of contaminants, nature and extent of contamination, risk
assessment, and review of all potentially feasible remedial actions and associated costs.
A Risk Assessment, included as part of the RI/FS work, may be necessary to determine the
risk to human health and the environment from contaminants in the soil and/or
groundwater. The Risk Assessment shall describe the environmental fate and transport of
the contaminants and consider all potential contaminant migration pathways in addition to
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Exhibit A-9
all potential exposure routes to a receptor such as inhalation, ingestion, and dermal
absorption.
The Risk Assessment must provide a comparison of the contaminant concentration at a
receptor (estimated by the fate and transport element) with appropriate health-based
standards. If the contaminant concentration at the receptor exceeds the appropriate
health-based standards, then a potential unacceptable excess risk to the receptor exists
and a risk management decision must be made (e.g. removal, treatment, stabilization, etc.).
The Risk Assessment must include a professional conclusion that is presented in an
objective and technically defensible manner. The Risk Assessment must include a
discussion of strengths and weaknesses of the assessment by describing uncertainties,
explicitly stating assumptions and limitations, as well as providing scientific basis and
rationale for each assumption. Conclusions regarding the potential risk to human health
and/or the environment must be based on current federal, state and local guidelines, rules,
regulations, and requirements.
General requirements for RI/FS reports are provided in Attachment III.
1.6 Remedial Action Plan and Remedial Action Design
The Remedial Action Plan (RAP) shall compile and summarize site data gathered during
the RI/FS, in order to identify, and subsequently design, plan, and implement a final
remedial action for the specific site. The RAP shall clearly and concisely describe the
selected and rejected alternatives to the extent that the Commission or the RCA is provided
an opportunity to comment on the remedial action(s). The RAP must also set forth specific
remedial action objectives; rough order of magnitude cost estimates, and timeframes for
completion of the remedial action(s).
The Consultant shall submit a draft RAP, potentially including a closure plan, to the
appropriate regulatory agencies and the Commission or the RCA for review and approval
prior to circulation for public/responsible party input and prior to being adopted as the final
document for undertaking remedial action at the specific site.
A Remedial Action Design (RAD) shall be developed to provide technical and operational
plans and engineering designs for implementation of the approved final RAP. Based on the
selected alternative for remedial action as defined in the RAP, the Consultant shall develop
a RAD in accordance with regulatory requirements, which shall include detailed
construction designs for the selected remedial alternative. In addition, the work plan shall
include sampling protocol for screening and verification sampling, onsite and off-site
transportation routes, health and safety requirements for post construction activities. A
schedule shall be developed for implementing the construction phase of the remedial
action.
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Exhibit A-10
1.7 Remediation Oversight
Consultant may provide remediation oversight to monitor and control the adherence to the
Remedial Action Design (RAD), and to ensure that the work is completed in a timely and
competent manner.
2.0 Other Requirements
2.1 Reports – Progress and Investigative
The Consultant shall submit to the Commission or to the RCA monthly progress reports to
report status, difficulties or special problems encountered so that remedies can be
developed. Included in the progress report Consultant shall report on costs expended per
Task Order and schedule status for current Task Orders.
Unless otherwise stipulated, one (1) electronic copy of the draft workplan, health and safety
plan, and site investigation report must be submitted to the Commission’s or to the RCA’s
Project Manager for approval. Work plans and investigation reports must be revised to
address all comments, prior to being submitted in final form within the time specified in the
Task Order. One (1) electronic copy of the final work plan and health and safety plan and
one (1) electronic copy of the final investigation report must be submitted to the
Commission’s or to the RCA’s Project Manager unless another quantity is specified.
2.2 Deliverable Approval and Correction Procedures
All data and documents produced by the Consultant shall be subject to acceptance by
regulatory agencies and the Commission or the RCA.
In the event of non-acceptance by regulatory agencies or the Commission or the RCA, the
Consultant shall have 14 calendar days to submit the corrections to the Commission or to
the RCA.
2.3 Timing
Time is of the essence and time for performance may be a factor in issuance of a Task
Order.
2.4 Meeting
The Consultant shall meet with a Commission or a RCA representative at a designated pre-
work site visit to view the site and discuss Task Order execution. The Consultant shall
provide a person at the pre-work site visit that will exercise responsible charge of the
anticipated Task Order.
The Consultant shall meet with the Commission’s or the RCA’s designee, as needed, to
discuss progress on the contract.
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Exhibit A-11
2.5 Monitoring and Review Procedures
The Commission or the RCA shall have the right to monitor and review the processes of the
Consultant at any time by visiting the Consultant’s facility or by requiring meetings.
3.0 MISCELLANEOUS PROVISIONS
3.1 Health and Safety
Consultant shall at all times conduct its operations in such a manner as to avoid any risk of
bodily harm to persons or damage to property. Consultant shall promptly take all
precautions that are reasonable or necessary to safeguard against such risk and shall
make regular safety inspections of its operations. Consultant shall be solely responsible for
the discovery, determination and correction of any unsafe conditions arising in connection
with the performance of services by Consultant.
In addition, Consultant shall comply with all applicable health and safety laws, standards,
codes, rules, regulations, including any safety programs established by the State of
California and the U.S. Government as applicable. Consultant warrants the materials,
equipment and facilities; whether temporary or permanent, furnished by Consultant in
connection with the performance of services shall comply therewith. Consultant shall
cooperate and coordinate with the Commission or the RCA and with other consultants on
safety matters.
By its action of providing services, Consultant confirms that all of its employees,
subcontractors and their employees, engage in field activities related to this agreement
have been trained according to the requirements specified in 29 CFR 1910.120 and 8 CCR
5192. In addition, the Consultant shall include this requirement in all subcontracts
performed on this project.
At the time any of Consultant’s personnel are required to visit any work site, Consultant
shall furnish suitable safety equipment and enforce the use of such equipment by those
personnel. Consultant’s personnel who visit any of the Work Sites on a regular basis shall
have a thorough knowledge and understanding of the safety requirements.
Samples suspected of containing asbestos and/or lead shall be collected by personnel
certified by the State of California to collect such samples.
The Site Health and Safety Plan shall be developed by an industrial hygienist with sufficient
knowledge to recognize and characterize the potential site hazards. During soil
investigation activities, a Site Safety Officer (SSO) with be designated and will be
responsible for enforcing the site safety plan. Upon the Commission’s or the RCA’s
request, the site Health and Safety Plan will be signed by a Certified Industrial hygienist.
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Exhibit A-12
A copy of the Health and Safety Plan shall be distributed to all workers before the field
investigation begins. All field investigation workers shall certify that they have read,
understand, and agree to comply with the site Health and Safety Plan before the field
investigation begins.
The Consultant shall provide safe access to the Work Site for representatives of the
applicable local and/or state regulatory agencies during normal field investigations work
hours. Designated observation areas outside the work zone shall be established for these
site visits. Such inspection tours shall be arranged in advance with the SSO. The SSO
shall accompany the representatives while on the site. On Commission owned facilities or
RCA owned real property, Consultant shall advise the Project Manager when safety
meetings are to be held.
Consultant shall report to the Commission or to the RCA any unsafe conditions observed
by its personnel at any Work Site. Any of the consultant’s personnel that the Commission or
the RCA determines do not have the requisite knowledge shall, at the option of the
Commission or the RCA, be removed from the performance of service.
The Consultant shall require the full compliance with this clause by all subcontractors of
Consultant.
3.2 Site Safety Officer
The Consultant shall designate a Site Safety Officer (SSO) for each site under active
investigation. A SSO or his designated representative shall be present at all times at each
site under active investigation. Both persons must be familiar with hazardous waste laws
and regulations in California and with Cal/OSHA requirements. The SSO or his designated
representative shall be available to accompany the Commission or the RCA and/or
representative of the applicable regulatory agencies while they are on site.
The SSO shall direct the implementation and operation of the Health and Safety Plan. The
SSO shall enforce compliance with the Health and Safety Plan by all persons while they
are within the site perimeter.
3.3 Owner/Regulatory Contacts
The Consultant shall only contact property owners as specifically directed and authorized
by the Commission or the RCA. The Consultant shall coordinate with other agencies, such
as federal Environmental Protection Agency (EPA), California Environmental Protection
Agency (Cal-EPA), Regional Water Quality Control Board (RWQCB), local environmental
health agency, and others as necessary to complete fieldwork. The Consultant shall notify
and invite the Commission’s or the RCA’s representative to all regulatory agency meetings
related to this investigation.
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Exhibit A-13
3.4 Right-of-Entry
The conditions of the right of entry agreement to the property will be explained to the
Consultant during the pre-work site meeting. The Consultant shall know and follow the
terms and conditions of the right of entry agreement at all times.
3.5 Permits and Licenses
Consultant shall be fully responsible for identifying and obtaining all necessary permits
required for performing the services under this agreement. Consultant acknowledges that it
has familiarized itself with the existing requirements of the Commission and all applicable
federal, state, county and municipal laws, codes, rules, and regulations and the conditions
of any required licenses and permits as they were in effect on the date of this Agreement.
Consultant shall comply with all the foregoing, and except as otherwise provided herein,
Consultant shall procure all licenses and registrations and shall furnish any bonds, security,
or deposits required to conduct business without any increase in the Task Order cost or
schedule on account of such compliance, regardless of whether such compliance would
require additional labor, equipment, or materials not expressly provided for in this
Agreement.
3.6 Underground Services Alert (USA)
Before any Task Order involving disturbance of the ground beyond surface sampling
begins, the Consultant shall obtain any inquiry identification number from USA.
3.7 Traffic Control
Traffic control (barricades, portable flashing beacons, and detours), when necessary to
accomplish the contract work, will be the responsibility of Consultant. The Consultant shall
coordinate and obtain all the necessary permits from the local jurisdiction. Traffic control
shall be addressed in the Health and Safety Plan.
3.8 Protection of Existing Vegetation, Structures, Equipment, Utilities, and
Improvements
The Consultant shall preserve and protect all structures, equipment, and vegetation
(such as trees, shrubs, and grass) on or adjacent to the work site, which are not to be
removed and which do not unreasonably interfere with the work required under this
Agreement.
The Consultant shall protect from damage all existing improvements and utilities (1) at or
near the work site, and (2) on adjacent property of a third party, the locations of which are
made known to or should be known by the Consultant. The Consultant shall repair any
damage, at its own cost or expense, to those facilities, including those that are the property
of a third party, resulting from failure to comply with the requirements of this Agreement or
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Exhibit A-14
failure to exercise reasonable care in performing the work. If the consultant fails or refuses
to repair the damage promptly, the Commission or the RCA may have the necessary work
performed and charge the cost to the Consultant.
3.9 Project Diary
A Project Diary must be maintained to support all work performed. The diary must be filled
out and signed as to be true and correct. It must identify the person responsible for project
management and must include, but not be limited to, additional notations, observations or
remarks to further clarify work.
3.10 Decontamination/Disposal
If required, all personnel shall be decontaminated before leaving the site as specified in the
Site Health and Safety Plan. Decontamination procedures shall generally follow the
guidelines found in 8 CCR 5192 and shall be detailed in the Site Health and Safety Plan.
Consultant shall equip, supply and maintain an on-site decontamination station for the
drilling, installation and sampling equipment. Consultant shall ensure that this station has
the capacity to contain all decontamination fluids used in the decontamination procedure.
Consultant shall collect these fluids in appropriate containers.
Consultant shall wash and clean all equipment prior to initiation of work at the site. This
includes drilling machines, pipe rods, samplers, pumps, casings, screens and any other
material brought on site. Before reuse of any equipment at another drilling location at the
site, all equipment shall be cleaned and decontaminated.
General requirements for decontamination include, but not limited to:
• Auger flights and any other tools used in drilling operations, monitoring and
sampling shall be steam cleaned before initial use and between boreholes.
• Before each use, sampling tubes, liners, and bailers shall be washed in a
mixture of liquinox, or similar product, and clear water, rinsed in clear water,
rinsed in distilled water and air dried.
• All suspect asbestos containing materials and lead paint materials shall be
handled wet.
The Consultant shall avoid contamination of the project area and shall not dump waste oil,
drilling fluids, rubbish and/or other materials on the ground. All equipment, unused
materials, temporary facilities and other miscellaneous items resulting from or used in the
operation shall be removed from the site.
Material removed from trenches, drill holes, etc. shall be properly collected in containers or
stockpiled on plastic sheeting supplied by the Consultant. The project site must be
maintained clean at all times.
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Exhibit A-15
3.11 Hazardous Waste Manifest
The Commission or the RCA will sign all Hazardous and Non-Hazardous Waste Manifests
for waste removed from the site.
3.12 Regulatory Requirements
Consultant agrees that it will not store any hazardous substances at the job site for periods
in excess of ninety (90) days or in violation of the applicable site storage limitations
imposed by law, the Owner, the Commission, the RCA, whichever will be more restrictive.
Consultant further agrees that it will not permit any accumulation in excess of the small
quantity generator exclusion of 40 CFR Part 261 or other applicable law, as amended.
Consultant agrees to report to the appropriate governmental agencies all discharges,
releases, and spills of hazardous substances and/or wastes required to be reported by law
and to immediately notify the Commission or RCA Representative of same.
3.13 Expert Testimony
It shall be recognized that subsequent to the performance of this Agreement the need may
arise to provide expert testimony during hearings and/or court proceedings involving site
specific activities or other matters, with regard to which personnel provided by the
Consultant under this Agreement (including subcontractor personnel) would have gained
expertise as a result of the Tasks performed under this Agreement. Therefore the
Consultant agrees to make available expert consulting services in support of future
proceedings, including litigation support and to enter into any intent agreement as
necessary with subcontractors to ensure the availability of subcontractor personnel
provided under this Agreement to provide expert consulting services. Agreement to
provide such services in the future serves as a notice of intent only.
Should the Consultant or any subcontractors at any tier ever testify in court in any case
related to this Agreement, all his/her work will be considered proprietary to the Commission
or to the RCA. In such a case, the Consultant and/or subcontractor of any tier shall not
release any information to adverse parties.
3.14 Disclosure of Information
The Consultant agrees to notify and obtain the written approval of the Commission or the
RCA prior to releasing any information to any third parties including the news media
regarding any work under this Agreement except as required by law. The Consultant shall
immediately notify the Commission or the RCA of the receipt of a demand by a third party
for the disclosure of field test data generated under this Agreement. This requirement shall
apply to all subcontractors.
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Exhibit A-16
ATTACHMENT I
PHASE I
INITIAL SITE ASSESSMENT REPORT
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Exhibit A-17
INITIAL SITE ASSESSMENT REPORT
GENERAL REQUIREMENTS
Contents of the Initial Site Assessment Report should include, but not limited to the
following:
1. Title sheet, which identifies the Task Order number, project name, project location,
contract number, Consultant name, name of author, and date.
2. Signature page with signature and title of persons who prepared and reviewed the
project.
3. Table of Contents.
4. Investigative (Executive) Summary: This section should present and summarize the
technical data and findings of the investigation.
5. Investigation narrative, which shall include, but not limited to, the following:
• Investigation methods and evaluation criteria.
• Known hazardous substance sites (name, location, contamination onsite,
federal or state, impact, schedule for cleanup, etc.).
• Potential hazardous substance sites in the vicinity of the ISA site (name,
location, type of operation, reason to suspect potential are of impact, etc.).
• Name, address, and telephone number of the business/owner(s) of each site.
• Type of hazardous substance and/or containers involved at each site (e.g.
sludge pits, ponds, underground/above ground storage tanks, piping, etc.)
This data shall be written in a clear and concise form, and summarized in a
table form.
• Chemical/hazardous materials that have been stored/used in the past at
each site and the known generators (if available) of the materials.
• Permits, violations, plans, records, and any other information reviewed.
• Sketches, photographs, and/or descriptive comments as necessary to
identify important features such as buildings, ponds, utility lines, etc.
• Aquifer descriptions, (depths to groundwater, gradient, conductivity, yield,
quality, and beneficial users). Public sources such as the Department of
Water Resources reports and USGS reports will be sources of this type of
information.
• Geologic units: Geologic and hydrologic information should be scaled to the
freeway/rail project. The shallow subsurface conditions (e.g. less than 50
feet below ground surface) will have the greatest impact on construction.
• Location and use of all known groundwater and monitoring wells in the
subject vicinity of the study area.
• All known or potential hazardous substance sites shall be identified with
corresponding symbols and physical features such as geologic units, aquifer
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Exhibit A-18
descriptions, and depth to groundwater on a project right-of-way map
included in the ISA Report.
• How project may affect suspect sites (e.g. area of contamination vs.
construction excavation).
• A list of sites recommended for site investigations shall be included, along
with recommendations for follow-up investigations. These sites shall be
ranked by significance using a rationale fully justified in the report and
prioritized for scheduling this follow-up work.
• Degree of significance for each hazardous substance problem in terms of
time to mitigate and approximate costs.
• Describe future plans, if any, of the EPA, Cal-EPA, RWQCB, or other
agencies involved in remediating hazardous substance sites within or
adjacent to the proposed right-of-way.
• Identify individuals or agencies contacted in developing the information
included in the ISA Report.
• List of contact names, telephone numbers, and dates contacted, and
information reviewed.
• Limitations in the adequacy and/or conclusions reached in this assessment
shall be explained in detailed.
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Exhibit A-19
ATTACHMENT II
PHASE II
SITE INVESTIGATION REPORT
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Exhibit A-20
SITE INVESTIGATION REPORT
GENERAL REQUIREMENTS
The report shall be typed and bound in an 8 ½” by 11’ size. Contents of the Site
Investigation Report should include, but not limited to the following:
1. Title sheet, which identifies the contract number, Task Order number, project name,
project location, Consultant name and date.
2. Signature page to include signature and title of persons who prepared and reviewed
the report.
3. Table of Contents.
4. Investigative Summary: This section should present and summarize the technical
data and findings of the investigation.
5. Introduction: At a minimum, this section should include:
• Site Description
• Surrounding Properties
• Site History
• Environmental Setting
Regional Geology
Site Geology and Hydrogeology
• Purpose and Scope of Work
6. Site Investigation Procedures: This section should provide a work plan and field
work methods used for the investigation and should include, at a minimum:
• Soil Boring Locations
• Atmospheric Monitoring
• Borehole Drilling, Sampling and Backfilling
• Field Screening
• Equipment Decontamination
• Chemical Analyses Program
7. Site Investigation Results: This section should provide an evaluation of soil
investigation results and should include, at a minimum:
• Maps to scale showing the site location, feature locations, boring and well
locations, vertical and horizontal extent of contamination, contour maps of
contaminant concentrations, and hydraulic gradient.
• Cross-sections showing subsurface geologic and hydrogeologic conditions,
sample results, and estimated extent of contamination. An estimate of
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Exhibit A-21
volume of contaminated soil and groundwater present must be given along
with assumptions and calculations used.
• Statistical analysis of sample results estimating distribution and average
concentration, and statistical analysis that demonstrate trends in contaminant
level and distribution.
• Backup data for maps, cross sections, and graphs.
• Summary of laboratory results.
8. Conclusions and Recommendations: This section should include, at a minimum:
• Nature, extend, and estimated volume of contamination.
• Recommendations for additional work necessary to characterize the site and
potential cost.
9. Appendices: All data used to support the report including, but not limited to:
• Well and boring logs for both existing and new wells and borings (include all
wells that can influence hydrogeologic conditions of the site).
• Copies of all permits (e.g. drilling permits, well permits, excavation/grading
permits, etc.) obtained from state, county and/or local regulatory agencies.
• Laboratory analysis of each sample tested. Laboratory reports must include
Chain-of-Custody forms.
• Survey elevations and location of wells or borings, benchmark, or monument
locations.
10. References
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Exhibit A-22
ATTACHMENT III
REMEDIAL INVESTIGATION/FEASIBILITY STUDY REPORT
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Exhibit A-23
REMEDIAL INVESTIGATION/FEASIBILITY STUDY REPORT
GENERAL REQUIREMENTS
The report shall be typed and bound in an 8 ½” by 11’ size. Contents of the Site
Investigation Report should include, but not limited to the following:
1. Title sheet, which identifies the Contract number, Task Order number, project name,
project location, Consultant name and date.
2. Signature page to include signature and title of persons who prepared and reviewed
the report.
3. Table of Contents.
4. Introduction: At a minimum, this section should include, but not limited to:
• Site Description
• Surrounding Properties
• Site History
• Environmental Setting
Regional Geology
Site Geology and Hydrogeology
• Purpose and Scope of Work
5. Study Area Investigation: This section should include, at a minimum:
• Surface features (topographic mapping, natural and manmade features, etc.)
• Contaminant source investigation
• Meteorological investigations
• Surface water and sediment investigations
• Soil and vadose zone investigations
• Groundwater investigations
6. Physical Characteristics of Study Area: This section at a minimum should include
field activity results, which then determine physical characteristics including:
• Surface features
• Geology
• Hydrogeology
• Soils
• Demography and land use
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Exhibit A-24
7. Nature and Extent of Contamination: This section should present results of soil
characterization, both natural chemical components and contaminants in media and
transport.
8. Fate and Transport should include, at a minimum:
• Potential routes of migration
• Contaminant persistence
• Contaminant migration
9. Risk assessment should include, at a minimum:
• Human health evaluation
• Environmental evaluation
10. Identification and screening Technologies: This section should include, at a
minimum:
• Remedial Action Objectives
• General Response Actions
• Identification of appropriate and effective technologies for remediation of soil
and/or groundwater contamination at the site
11. Development and Screening of Alternatives: This section should include, at a
minimum:
• Assembly of technologies into remedial alternatives capable of addressing all
media/volumes/areas of contamination which are of concern
• Discussion of rationale for combination of technologies/media into
alternatives
• Discuss screening/evaluating of alternatives
• Screen alternatives on the basis of effectiveness, implementation, and cost
• Discuss feasibility to implement alternatives given the site conditions,
location, and time frame
• Discussion of effectiveness of the treatment on the material in question
• Discuss the reliability of the alternatives in terms of demonstrated
effectiveness and the operation and maintenance requirements
12. Detailed Analysis of Alternatives: This section should include an analysis of the “No
Action” alternative and at least two other remedial alternatives. Each alternate
analysis should address: time, operation and maintenance requirements, risks to
health and environment, cost-effectiveness, level of cleanup, potential economic
impact on the responsible party, the physical limitations of the site, controlling
regulations and permits, public health concerns, direct and indirect capital costs, and
the impact of the cleanup methods on the continuing site activities, future
construction activities and Commission or RCA use of the property.
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Exhibit A-25
13. Summary and Conclusions
• Summary
• Recommendations
14. Recommended Remedial Alternative: Based on the results of the detailed analysis,
this section should contain a detailed discussion of the recommended remedial
alternative including the basis for this recommendation.
15. References
16. Appendices
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Exhibit B-1
EXHIBIT "B"
SAMPLE TASK ORDER FORM
Task Order No. _______
Contract: [INSERT NAME OF CONTRACT]
Consultant: [INSERT NAME OF CONSULTANT]
The Consultant is hereby authorized to perform the following work subject to the
provisions of the Contract identified above:
List funding sources: ______________
List any attachments: (Please provide if any.)
Dollar Amount of Task Order: Not to exceed $_____,_____.00
Completion Date: _____________, 201__
The undersigned consultant hereby agrees that it will provide all equipment, furnish all
materials, except as may be otherwise noted above, and perform all services for the work
above specified in accordance with the Contract identified above and will accept as full
payment therefore the amount shown above.
Riverside County Transportation Commission Consultant
Dated: _________________ Dated: _________________
By: ________________________ By:________________________
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Exhibit C-1
EXHIBIT "C"- COMPENSATION AND PAYMENT
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FIRM PROJECT TASKS/ROLE COST
Dudek Environmental Site Assessment 350,000.00$
Aurora Industrial Hygiene Industrial Hygiene and Lead/Asbestps Remediation TBD
Belshire Waste Disposal TBD
BC2 Environmental Drilling TBD
Calvada Surveying, Inc.Utility Clearance Services TBD
Environmental Health Decisions Environmental Health Assissments/Toxicologist TBD
Eurofins CalScience LLC Analystical Lab Testing TBD
GEOVision Geophysical Surveying TBD
Habitat Restoration Sciences, Inc.Excavation Remediation, Demolition, Direct Push TBD
Jones Environmental Analystical Lab Testing TBD
Millennium Environmental Inc.Direct Push Drilling TBD
RCS Safety Traffic Control TBD
ULS Utility Clearance Services TBD
350,000.00$ TOTAL COSTS
1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur;
however, the maximum total compensation authorized may not be exceeded.
EXHIBIT "C"
Prime Consultant:
Sub Consultants:
COMPENSATION SUMMARY1
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Exhibit D-1
EXHIBIT "D"
FHWA/ CALTRANS REQUIREMENTS
1. STATEMENT OF COMPLIANCE.
A. Consultant’s signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that CONSULTANT has, unless exempt,
complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant for
employment because of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age
(over 40), marital status, and denial of family care leave. Consultant and subconsultants
shall insure that the evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Consultant and
subconsultants shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under
(California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations
of the Fair Employment and Housing Commission implementing Government Code Section
12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of
Regulations, are incorporated into this Agreement by reference and made a part hereof as
if set forth in full. Consultant and its subconsultants shall give written notice of their
obligations under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
C. If this Agreement is federally funded, the Consultant shall comply with regulations
relative to Title VI (nondiscrimination in federally-assisted programs of the Department of
Transportation – Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of
the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will
implement and maintain a policy of nondiscrimination in which no person in the state of
California shall, on the basis of race, color, national origin, religion, sex, age, disability, be
excluded from participation in, denied the benefits of or subject to discrimination under any
program or activity by the recipients of federal assistance or their assignees and
successors in interest.
D. If this Agreement is federally funded, the Consultant, with regard to the work performed
by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant
shall not discriminate on the basis of race, color, national origin, religion, sex, age, or
disability in the selection and retention of Subconsultants, including procurement of
materials and leases of equipment. The Consultant shall not participate either directly or
indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations,
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Exhibit D-2
including employment practices when the Agreement covers a program whose goal is
employment.
2. DEBARMENT AND SUSPENSION CERTIFICATION
CONSULTANT’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that CONSULTANT has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment rendered
against it by a court of competent jurisdiction in any matter involving fraud or official
misconduct within the past three (3) years. Any exceptions to this certification must be
disclosed to COMMISSION.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be
considered in determining CONSULTANT responsibility. Disclosures must indicate to whom
exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the
General Services Administration are to be determined by the Federal highway
Administration.
3. DISCRIMINATION
The Commission shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of any DOT-assisted contract or in the implementation of the
Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take
all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in
the award and administration of DOT-assisted contracts.
Consultant or subcontractor shall not discriminate on the basis of race, color, national
origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry
out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award
and administration of DOT-assisted contracts, as further set forth below. Failure by the
Consultant or subcontractor to carry out these requirements is a material breach of this
Agreement, which may result in the termination of this Agreement or such other remedy, as
the Commission deems appropriate.
4. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this prime contract for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the
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Exhibit D-3
prime contractor receives from the Commission. Any delay or postponement of payment
from the above referenced time frame may occur only for good cause following written
approval of the Commission. This clause applies to both DBE and non-DBE
subcontractors.
5. RELEASE OF RETAINAGE
No retainage will be withheld by the Agency from progress payments due the prime
consultant. Retainage by the prime consultant or subconsultants is prohibited, and no
retainage will be held by the prime consultant from progress due subconsultants. Any
violation of this provision shall subject the violating prime consultant or subconsultants to
the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair
any contractual, administrative, or judicial remedies, otherwise available to the prime
consultant or subconsultant in the event of a dispute involving late payment or nonpayment
by the prime consultant or deficient subconsultant performance, or noncompliance by a
subconsultant. This provision applies to both DBE and non-DBE prime consultants and
subconsultants.
6. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law,
either Party to this Agreement may, where applicable, seek legal redress for violations of
this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the
relevant federal or state statutory provisions governing civil rights violations, and to the
relevant federal and state provisions governing false claims or “whistleblower” actions, as
well as any and all other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
7. DBE PARTICIPATION
Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The
requirements and procedures, as applicable, of the Caltrans DBE program are hereby
incorporated by reference into this Agreement. Even if no DBE participation will be
reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the
Caltrans DBE program, a final utilization report in the form provided by the Commission,
and any other Caltrans required DBE forms.
A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations
entitled “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs.” By obtaining DBE participation on this
Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide
overall DBE goal.
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Exhibit D-4
B. This Agreement does not have a DBE goal, but DBE goals may be included with
each task order request for proposals. If a DBE subconsultant is unable to perform, the
Consultant must make a good faith effort to replace him/her with another DBE
subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a
DBE as specified in 49 CFR.
C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are
encouraged to participate in the performance of agreements financed in whole or in part
with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on
the basis of race, color, national origin, or sex in the performance of this Agreement. The
Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and
administration of US DOT- assisted agreements. Failure by the contractor to carry out
these requirements is a material breach of this Agreement, which may result in the
termination of this Agreement or such other remedy as the Commission, Caltrans or the
Department of Transportation deems appropriate.
D. Any subcontract entered into as a result of this Agreement shall contain all of the
provisions of this section.
E. A DBE may be terminated only with prior written approval from the Commission and
only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent
for the termination, the prime consultant must meet the procedural requirements specified
in 49 CFR 26.53(f).
8. DBE PARTICIPATION GENERAL INFORMATION
It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR,
Part 26, and the Caltrans DBE program. Particular attention is directed to the following:
A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be
certified through the California Unified Certification Program (CUCP).
B. A certified DBE may participate as a prime contractor, subcontractor, joint venture
partner, as a vendor of material or supplies, or as a trucking company.
C. A DBE joint-venture partner must be responsible for specific contract items of work
or clearly defined portions thereof. Responsibility means actually performing, managing and
supervising the work with its own forces. The DBE joint venture partner must share in the
capital contribution, control, management, risks and profits of the joint-venture
commensurate with its ownership interest.
D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that
is, must be responsible for the execution of a distinct element of the work and must carry
out its responsibility by actually performing, managing and supervising the work, as more
fully described in section 8 below.
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Exhibit D-5
E. The Consultant shall list only one subcontractor for each portion of work as defined
in the Consultant's bid/proposal and all DBE subcontractors should be listed in the
Consultant's bid/cost proposal list of subcontractors.
F. A Consultant who is a certified DBE is eligible to claim all of the work in the
Agreement toward the DBE participation except that portion of the work to be performed by
non-DBE subcontractors.
9 . COMMERCIALLY USEFUL FUNCTION
A. A DBE performs a commercially useful function when it is responsible for execution
of the work of the Agreement and is carrying out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a commercially useful function,
the DBE must also be responsible with respect to materials and supplies used on the
Agreement, for negotiating price, determining quality and quantity, ordering the material,
and installing (where applicable) and paying for the material itself. To determine whether a
DBE is performing a commercially useful function, evaluate the amount of work
subcontracted, industry practices; whether the amount the firm is to be paid under the
Agreement is commensurate with the work it is actually performing, and other relevant
factors.
B. A DBE does not perform a commercially useful function if its role is limited to that of
an extra participant in a transaction, Agreement, or project through which funds are passed
in order to obtain the appearance of DBE participation. In determining whether a DBE is
such an extra participant, examine similar transactions, particularly those in which DBEs do
not participate.
C. If a DBE does not perform or exercise responsibility for at least thirty percent of the
total cost of its Agreement with its own work force, or the DBE subcontracts a greater
portion of the work of the Agreement than would be expected on the basis of normal
industry practice for the type of work involved, it will be presumed that it is not performing a
commercially useful function.
10. DBE CERTIFICATION AND DE-CERTIFICATION STATUS
If a DBE subcontractor is decertified during the life of the Agreement, the decertified
subcontractor shall notify the Contractor in writing with the date of de-certification. If a
subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor
shall notify the Contractor in writing with the date of certification. Any changes should be
reported to the Commission’s Contract Administrator within 30 days.
11. DBE RECORDS
A. The Contractor shall maintain records of materials purchased and/or supplied from
all subcontracts entered into with certified DBEs. The records shall show the name and
business address of each DBE or vendor and the total dollar amount actually paid each
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Exhibit D-6
DBE or vendor, regardless of tier. The records shall show the date of payment and the total
dollar figure paid to all firms. DBE prime Contractors shall also show the date of work
performed by their own forces along with the corresponding dollar value of the work.
B. Upon completion of the Agreement, a summary of these records shall be prepared
and submitted on the most current version of the form entitled, “Final Report-Utilization of
Disadvantaged Business Enterprises (DBE),” CEM- 2402F (Exhibit 17-F in Chapter 17 of
the LAPM), certified correct by the Contractor or the Contractor’s authorized representative
and shall be furnished to the Commission’s Contract Administrator with the final invoice.
Failure to provide the summary of DBE payments with the final invoice will result in twenty-
five percent (25%) of the dollar value of the invoice being withheld from payment until the
form is submitted. The amount will be returned to the Contractor when a satisfactory “Final
Report Utilization of Disadvantaged Business Enterprises (DBE)” is submitted to the
Commission’s Contract Administrator.
a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the
Commission’s Contract Administrator showing the amount paid to DBE trucking
companies. The Contractor shall also obtain and submit documentation to the
Commission’s Contract Administrator showing the amount paid by DBE trucking companies
to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks
from a non-DBE, the Contractor may count only the fee or commission the DBE receives as
a result of the lease arrangement.
b. The Contractor shall also submit to the Commission’s Contract Administrator
documentation showing the truck number, name of owner, California Highway Patrol CA
number, and if applicable, the DBE certification number of the truck owner for all trucks
used during that month. This documentation shall be submitted on the Caltrans ”Monthly
DBE Trucking Verification,” CEM-2404(F) form provided to the Contractor by the
Commission’s Contract Administrator.
12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs
When Reporting DBE Participation, Material or Supplies purchased from DBEs may count
as follows:
A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost
of the materials or supplies will count toward the DBE participation. A DBE manufacturer is
a firm that operates or maintains a factory or establishment that produces on the premises,
the materials, supplies, articles, or equipment required under the Agreement and of the
general character described by the specifications.
B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the
cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that
owns, operates or maintains a store, warehouse, or other establishment in which the
materials, supplies, articles or equipment of the general character described by the
specifications and required under the Agreement, are bought, kept in stock, and regularly
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Exhibit D-7
sold or leased to the public in the usual course of business. To be a DBE regular dealer,
the firm must be an established, regular business that engages, as its principal business
and under its own name, in the purchase and sale or lease of the products in question. A
person may be a DBE regular dealer in such bulk items as petroleum products, steel,
cement, gravel, stone or asphalt without owning, operating or maintaining a place of
business provided in this section.
C. If the person both owns and operates distribution equipment for the products, any
supplementing of regular dealers’ own distribution equipment, shall be by a long-term lease
agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers,
manufacturers’ representatives, or other persons who arrange or expedite transactions are
not DBE regular dealers within the meaning of this section.
D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a
regular dealer, will be limited to the entire amount of fees or commissions charged for
assistance in the procurement of the materials and supplies, or fees or transportation
charges for the delivery of materials or supplies required on the job site, provided the fees
are reasonable and not excessive as compared with fees charged for similar services.
13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES
When Reporting DBE Participation, Participation of DBE trucking companies may count as
follows:
A. The DBE must be responsible for the management and supervision of the entire
trucking operation for which it is responsible.
B. The DBE must itself own and operate at least one fully licensed, insure, and
operational truck used on the Agreement.
C. The DBE receives credit for the total value of the transportation services it provides
on the Agreement using trucks it owns, insures, and operates using drivers it employs.
D. The DBE may lease trucks from another DBE firm including an owner-operator who
is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the
total value of the transportation services the lessee DBE provides on the Agreement.
E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator.
The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or
commission it receives as a result of the lease arrangement. The DBE does not receive
credit for the total value of the transportation services provided by the lessee, since these
services are not provided by the DBE.
F. For the purposes of this section, a lease must indicate that the DBE has exclusive
use and control over the truck. This does not preclude the leased truck from working for
others during the term of the lease with the consent of the DBE, as long as the lease gives
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Exhibit D-8
the DBE absolute priority for use of the leased truck. Leased trucks must display the name
and identification number of the DBE.
14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY
EXCLUSION
In accordance with 49 CFR Part 29, which by this reference is incorporated herein,
Consultant’s subconsultants completed and submitted the Certificate of subconsultant
Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part
of the Consultant’s proposal. If it is later determined that Consultant’s subconsultants
knowingly rendered an erroneous Certificate, the Commission may, among other remedies,
terminate this Agreement.
15. ENVIRONMENTAL COMPLIANCE
A. Compliance with all applicable standards, orders, or requirements issued under section
306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C.
1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR
part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000).
B. Mandatory standards and policies relating to energy efficiency which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, and by signing this Agreement,
Consultant certifies under penalty of perjury that no more than one final unappealable
finding of contempt of court by a federal court has been issued against Consultant within
the immediately preceding two-year period, because of Consultant’s failure to comply with
an order of a federal court that orders Consultant to comply with an order of the National
Labor Relations Board. DR
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Exhibit E-1
EXHIBIT "E" - FTA PROVISIONS
FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS
Notwithstanding anything to the contrary contained in the Agreement, including the
other Exhibits attached thereto, the following provisions shall apply if funding for the
Services is provided, in whole or in part, from the Federal Transit Administration (“FTA”). In
addition, the exhibits attached to this Agreement, may be replaced and substituted with
similar forms required by FTA. Consultant agrees to complete any such substitute forms.
1. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD-PARTIES
BY USE OF A DISCLAIMER
(1) The Commission and Consultant acknowledge and agree that,
notwithstanding any concurrence by the Federal Government in or approval of the
solicitation or award of the underlying contract, absent the express written consent
by the Federal Government (“Government”), the Federal Government is not a party
to this contract and shall not be subject to any obligations or liabilities to the
Commission, Consultant, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Consultant agrees to include the above clause in each subcontract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clause shall not be modified, except to identify the subconsultant
who will be subject to its provisions.
2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
(1) The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies
Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program
Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon
execution of the underlying contract, the Consultant certifies or affirms the truthfulness and
accuracy of any statement it has made, it makes, it may make, or causes to be made,
pertaining to the underlying contract or the FTA assisted project for which this contract work
is being performed. In addition to other penalties that may be applicable, the Consultant
further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submission, or certification, the Federal Government reserves the right to
impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Consultant to
the extent the Federal Government deems appropriate.
1 UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION MASTER
AGREEMENT For Federal Transit Administration Agreements authorized by 49 U.S.C. chapter 53, Title 23, U.S.C. (Highways), Safe,
Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users, the National Capital Transportation Act of 1969, as
amended, the Transportation Equity Act for the 21st Century, as amended, 23 U.S.C. § 101 note, or other Federal enabling legislation;
FTA MA(14); October 1, 2007; [http://www.fta.dot.gov/documents/14-Master.pdf].
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Exhibit E-2
(2) The Consultant also acknowledges that if it makes, or causes to be made, a
false, fictitious, or fraudulent claim, statement, submission, certification, assurance,
or representation to the Federal Government under a contract connected with a
project that is financed in whole or in part with Federal assistance originally awarded
by FTA under the authority of 49 U.S.C. chapter 53 or any other Federal law, the
Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49
U.S.C. § 5323(l) on the Consultant, to the extent the Federal Government deems
appropriate.
(3) The Consultant agrees to include the above two clauses in each subcontract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clauses shall not be modified, except to identify the subconsultant
who will be subject to the provisions.
3. ACCESS TO RECORDS
(1) The Consultant agrees to provide the Commission, the FTA Administrator, the
U.S. Secretary of Transportation, the Comptroller General of the United States or
any of their authorized representatives access to all Project work, materials, payrolls,
and other data of the Consultant which are directly pertinent to this contract as
required by 49 U.S.C. § 5325(g).
(2) The Consultant agrees to permit any of the foregoing parties to reproduce by
any means whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Consultant agrees to maintain all books, records, accounts and reports
required under this contract for a period of not less than three years after the date of
transmission of the final expenditure report, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until the Commission, the FTA Administrator,
the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 CFR 18.39(i)(11).
(4) The Consultant agrees to require its subcontractors and third party
contractors to provide the same.
4. FEDERAL CHANGES
Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Grant
Agreement or Cooperative Agreement between the Commission and the Federal
Government
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Exhibit E-1
(“Grant Agreement or Cooperative Agreement”), as they may be amended or promulgated
from time to time during the term of this contract. Consultant’s failure to so comply shall
constitute a material breach of this contract.
5. CIVIL RIGHTS REQUIREMENTS
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act of 1964, as
amended, 42 U.S.C. §§ 2000d et seq., U.S. DOT regulations, “Nondiscrimination in Federally-
Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil
Rights Act,” 49 C.F.R. Part 21, FTA Circular 4702.1A, “Title VI and Title VI – Dependent
Guidelines for Federal Transit Administration Recipients,” May 13, 2007, Federal transit law
at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against any employee
or applicant for employment because of race, color, creed, national origin, sex, age, or
disability. In addition, the Consultant agrees to comply with applicable Federal implementing
regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex – The Consultant agrees to comply with Title VII
of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and equal employment opportunity
provisions of 49 U.S.C. § 5332, and all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41
C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, “Equal Employment
Opportunity,” as amended by Executive Order No. 11375, “Amending Executive Order 11246
Relating to Equal Employment Opportunity,” 42 U.S.C. § 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal policies that may in
the future affect construction activities undertaken in the course of the Project. The
Consultant agrees to take affirmative action to ensure that applicants are employed, and that
employees are treated during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff
or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. In addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
(3) Age - In accordance with the Age Discrimination in Employment Act, as amended, 29
U.S.C. §§ 621 through 634 and Federal transit law at 49 U.S.C. § 5332, the Consultant
agrees to refrain from discrimination against present and prospective employees for reason of
age. In addition, the Consultant agrees to comply with any implementing requirements FTA
may issue.
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Exhibit E-2
(4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Consultant agrees that it will comply with the requirements
of U.S. Equal Employment Opportunity Commission, “Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630,
pertaining to employment of persons with disabilities. In addition, the Consultant agrees to
comply with any implementing requirements FTA may issue.
(5) DBE Program Compliance - The Commission has established a DBE Program pursuant
to 49 C.F.R. Part 26, which applies to FTA funded agreements. The requirements and
procedures of the Commission’s DBE Program are hereby incorporated by reference into this
Agreement. Consultant shall complete Exhibits "G” and "H" of this Agreement, or similar
forms to be provided by the Commission, in compliance with the Commission's DBE Program
for FTA funded agreements. Failure by Consultant or its subcontractor(s) to carry out the
Commission’s DBE Program procedures and requirements, or the applicable requirements of
49 C.F.R. Part 26, section 1101(b) of SAFETEA-LU, 23 U.S.C. § 101 note, and U.S. DOT
regulations, “Participation by Disadvantaged Business Enterprises in Department of
Transportation Financial Assistance Programs,” 49 C.F.R. Part 26, shall be considered a
material breach of this Agreement. Such a material breach may be grounds for termination of
this Agreement or such other appropriate administrative remedy as the Commission deems
appropriate. The Consultant shall ensure that a provision mandating compliance with the
Commission’s DBE Program for FTA funded agreements is included in any and all sub-
agreements entered into which arise out of or are related to this Agreement. Consultant shall
also promptly provide the Commission with all necessary information related to the DBE
status of its subcontractors. Should the DBE status of any of its subcontractors change in any
way, Consultant shall promptly inform the Commission of this change.
(6) The Consultant also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to
identify the affected parties.
6. TERMINATION PROVISIONS
The termination provisions found at Section 21 of this Agreement are consistent with the
termination provisions suggested by FTA for the protection of the Federal Government. The
termination provisions found at Section 21 of this Agreement control termination under this
Agreement.
7. DEBARMENT AND SUSPENSION
Instructions for Certification
1. By signing and submitting a Proposal, the Consultant is providing the signed certification
set out below.
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Exhibit E-3
2. The certification in this clause is a material representation of fact upon which reliance was
placed when this transaction was entered into. If it is later determined that the Consultant
knowingly rendered an erroneous certification, in addition to other remedies available to the
Federal Government, Commission may pursue available remedies, including suspension
and/or debarment.
3. The Consultant shall provide immediate written notice to Commission if at any time the
Consultant learns that its certification was erroneous when submitted or has become
erroneous by reason of changed circumstances.
4. The terms “covered transaction,” “debarred,” “suspended,” “ineligible,” “lower tier covered
transaction,” “participant,” “persons,” “lower tier covered transaction,” “principal,” “proposal,”
and “voluntarily excluded,” as used in this clause, have the meanings set out in the Definitions
and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You
may contact Commission for assistance in obtaining a copy of those regulations.
5. The Consultant agrees by submitting a Proposal that, should the proposed covered
transaction be entered into, it shall not knowingly enter into any lower tier covered transaction
with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from
participation in this covered transaction, unless authorized in writing by Commission.
6. The Consultant further agrees by submitting a Proposal that it will include the clause titled
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower
Tier Covered Transaction”, without modification, in all lower tier covered transactions and in
all solicitations for lower tier covered transactions.
7. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or
voluntarily excluded from the covered transaction, unless it knows that the certification is
erroneous. A participant may decide the method and frequency by which it determines the
eligibility of its principals. Each participant may, but is not required to, check the
Nonprocurement List issued by U.S. General Service Administration.
8. Nothing contained in the foregoing shall be construed to require establishment of system of
records in order to render in good faith the certification required by this clause. The
knowledge and information of a participant is not required to exceed that which is normally
possessed by a prudent person in the ordinary course of business dealings. Except for
transactions authorized under Paragraph 5 of these instructions, if a participant in a covered
transaction knowingly enters into a lower tier covered transaction with a person who is
suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction,
in addition to all remedies available to the Federal Government, Commission may pursue
available remedies including suspension and/or debarment.
9. The Consultant agrees to comply, and assures the compliance of each subconsultant,
lessee, or third party contractor, with Executive Orders Nos. 12549 and 12689, “Debarment
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Exhibit E-4
and Suspension,” 31 U.S.C. § 6101 note, and U.S. DOT regulations, “Governmentwide
Debarment and Suspension (Nonprocurement),” 49 C.F.R. Part 29.
10. The Consultant agrees to, and assures that its subconsultants, lessees and third party
contractors have reviewed the “Excluded Parties Listing System” at http://elps.gov/ before
entering into any third sub agreement, lease or third party contract.
“Certification Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion”
(1) The Consultant certifies, by submission of this bid or proposal, that neither it nor its
“principals” [as defined at 49 C.F.R. § 29.105(p)] is presently debarred, suspended, proposed
for debarment, declared ineligible, or voluntarily excluded from participation in this
transaction by any Federal department or agency.
(2) When the Consultant is unable to certify to the statements in this certification, it shall
attach an explanation to this proposal.
8. PROVISIONS FOR RESOLUTION OF DISPUTES, BREACHES, OR
OTHER LITIGATION
Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the Commission Executive Director, or
his or her designee. This decision shall be final and conclusive unless within ten (10) days
from the date of receipt of its copy, the Consultant mails or otherwise furnishes a written
appeal to the Commission’s Executive Director, or his or her designee. In connection with
any such appeal, the Consultant shall be afforded an opportunity to be heard and to offer
evidence in support of its position. The decision of the Commission’s Executive Director, or
his or her designee, shall be binding upon the Consultant and the Consultant shall abide be
the decision.
Performance During Dispute - Unless otherwise directed by Commission, Consultant shall
continue performance under this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or
others for whose acts he is legally liable, a claim for damages therefor shall be made in
writing to such other party within a reasonable time after the first observance of such injury of
damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and
other matters in question between the Commission and the Consultant arising out of or
relating to this agreement or its breach will be decided by arbitration if the parties mutually
agree, or in a court of competent jurisdiction within the State in which the Commission is
located.
Rights and Remedies - The duties and obligations imposed by this Agreement and the rights
and remedies available hereunder shall be in addition to and not a limitation of any duties,
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Exhibit E-5
obligations, rights and remedies otherwise imposed or available by law. No action or failure to
act by the Commission, or Consultant shall constitute a waiver of any right or duty afforded
any of them under the Contract, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specifically agreed
in writing.
FTA Notification - Consultant shall notify FTA in writing of any current or prospective major
dispute, breach, default, or litigation that may affect the Federal Government’s interests in the
Project. If the Consultant wishes to name the Federal Government as a party to litigation, the
Consultant shall inform FTA in writing before doing so.
9. LOBBYING
Lobbying Restrictions. To the extent applicable, Consultant agrees to:
(1) Comply, and assure the compliance of each subcontractor at any tier, with U.S. DOT
regulations, “New Restrictions on Lobbying,” 49 C.F.R. Part 20, modified as necessary by 31
U.S.C. § 1352.
(2) Comply with Federal statutory provisions, to the extent applicable, prohibiting the use of
Federal assistance funds for activities designed to influence Congress or a State legislature
on legislation or appropriations, except through proper, official channels.
10. CLEAN AIR
(1) The Consultant agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 through 7671q. The
Consultant agrees to report each violation to the Commission and understands and agrees
that the Commission will, in turn, report each violation as required to assure notification to
FTA and the appropriate EPA Regional Office.
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
11. CLEAN WATER
(1) The Consultant agrees to comply with all applicable standards, orders or regulations
issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251
through 1377. The Consultant agrees to report each violation to the Commission and
understands and agrees that the Commission will, in turn, report each violation as required to
assure notification to FTA and the appropriate EPA Regional Office.
(2) The Consultant also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
12. ENERGY CONSERVATION
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Exhibit E-6
Energy Conservation. To the extent applicable, Consultant agrees to comply with the
mandatory energy efficiency standards and policies within the applicable State energy
conservation plans issued in compliance with the Energy Policy and Conservation Act, 42
U.S.C. §§ 6321 et seq. To the extent applicable, Consultant agrees to perform an energy
assessment for any building constructed, reconstructed, or modified with FTA assistance, as
provided in FTA regulations, “Requirements for Energy Assessments,” 49 C.F.R. Part 622,
Subpart C.
13. CONFORMANCE WITH NATIONAL ITS ARCHITECTURE
National Intelligent Transportation Systems Architecture and Standards. To the extent
applicable, Consultant agrees to conform, to the extent applicable, to the National Intelligent
Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU §
5307(c), 23 U.S.C. § 512 note, and with FTA Notice, “FTA National ITS Architecture Policy
on Transit Projects” 66 Fed. Reg. 1455 et seq., January 8, 2001, and other subsequent
Federal directives that may be issued.
14. ADDITIONAL REQUIREMENTS
To the extent applicable, Consultant agrees to comply with the Federal programs specified
below and, with regard to such programs, Consultant agrees not compromise the
Commission’s compliance with Federal requirements as pertains to the Project.
The Programs are as follows:
(1) Urbanized Area Formula Program authorized under 49. U.S.C. § 5307.
(2) Elderly Individuals and Individuals with Disabilities Formula Program authorized under 49
U.S.C. § 5310 as amended by SAFETEA-LU and subsection 3012(b) of SAFETEA-LU, 49
U.S.C. § 5310 note, respectively.
(3) New Freedom Program authorized under 49 U.S.C. § 5317.
(4) Nonurbanized Area Formula Program authorized under 49 U.S.C. § 5311(b).
(5) Clean Fuels Grant Program authorized under 49 U.S.C. § 5308.
(6) Job Access and Reverse Commute Formula Grant Program authorized under 49 U.S.C. §
5316.
15. RELEASE OF RETAINAGE
The Commission shall hold retainage from the prime contractor and shall make prompt and
regular incremental acceptances of portions, as determined by the Commission of the
contract work and pay retainage to prime contractors based on these acceptances. The prime
contractor or subcontractor shall return all monies withheld in retention from a subcontractor
within 30 days after receiving payment for work satisfactorily completed and accepted
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Exhibit E-7
including incremental acceptances of portions of the contract work by the Commission.
Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over
30 days may take place only for good cause and with the Commission’s prior written
approval. Any violation of this provision shall subject the violating prime contractor or
subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of
the California Business and Professions Code. These requirements shall not be construed to
limit or impair any contractual, administrative, or judicial remedies otherwise available to the
prime contractor or subcontractor in the event of a dispute involving late payment or
nonpayment by the prime contractor, deficient subcontract performance, or noncompliance by
a subcontractor. This provision applies to both DBE and non-DBE prime contractors and
subcontractors.
16. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)
TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions required by
the Federal Transit Authority, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by the Federal Transit Authority, as set forth in
FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein
notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict
with other provisions contained in this Agreement.
The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any
Commission requests which would cause the Commission to be in violation of the FTA terms
and conditions.
17. EMPLOYMENT PROVISIONS
To the extent applicable to the Services, Consultant shall comply with the following:
A. Equal Employment Opportunity — Consultant must comply with Executive Order 11246
(3 CFR, 1964–1965 Comp., p. 339), “Equal Employment Opportunity,” as amended by
Executive Order 11375 (3 CFR, 1966–1970 Comp., p. 684), “Amending Executive Order
11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at
41 CFR chapter 60, “Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor.”
B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Consultant must
comply with the Copeland “Anti-Kickback” Act (18 U.S.C. 874), as supplemented by
Department of Labor regulations (29 CFR Part 3, “Consultants and Subconsultants on
Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the
United States”). The Act provides that each contractor or subrecipient must be prohibited
from inducing, by any means, any person employed in the construction, completion, or
repair of public work, to give up any part of the compensation to which he is otherwise
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Exhibit E-8
entitled. The Commission shall report all suspected or reported violations to the responsible
DOE contracting officer.
C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) — Consultant must
comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act
(40 U.S.C. 327–333), as supplemented by Department of Labor regulations (29 CFR Part
5). Under Section 102 of the Act, each Consultant is required to compute the wages of every
mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of
the standard work week is permissible provided that the worker is compensated at a rate of
not less than 11/2 times the basic rate of pay for all hours worked in excess of 40 hours in
the work week. Section 107 of the Act is applicable to construction work and provides that
no laborer or mechanic is required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to the
purchases of supplies or materials or articles ordinarily available on the open market, or
contracts for transportation or transmission of intelligence.
D. Davis-Bacon Act (40 U.S.C. 276a) — Consultant shall comply with the Davis-Bacon Act
(40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR
Part 5).
18. FTA DISADVANTAGED BUSINESS ENTERPRISE (DBE) REQUIREMENTS
A. General DBE Requirements: In accordance with Federal financial assistance
agreements with the U.S. Department of Transportation (U.S. DOT), Commission has
adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance
with Title 49 CFR Part 26, “Participation by Disadvantaged Business Enterprises in
Department of Transportation Programs” (the “Regulations”). This RFP is subject to these
stipulated regulations. In order to ensure that Commission achieves its overall DBE Program
goals and objectives, Commission encourages the participation of DBEs as defined in 49
CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds.
It is the policy of the Commission to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted
contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted
contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are
permitted to participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and
procurement activities; and
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Exhibit E-9
7. Assist in the development of firms that can compete successfully in the marketplace
outside the DBE program.
B. Discrimination: Consultant shall not discriminate on the basis of race, color, national
origin, or sex in the award and performance of subcontracts. Any terms used herein that are
defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth
in the Regulations.
C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that,
while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral
DBE Program, Commission does not establish numeric race-conscious DBE participation
goals on its DOT-assisted contracts. There is no FTA DBE goal on this Project.
Consultant shall not be required to achieve a specific level of DBE participation as a condition
of contract compliance in the performance of this DOT-assisted contract. However,
Consultant shall adhere to race-neutral DBE participation commitment(s) made at the time of
award of any Task Order (as defined in the Model Contract).
D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award):
For each Task Order proposal, the successful Consultant shall complete and submit to
Commission a“DBE Race-Neutral Participation Listing” in the form provided by Commission.
In the event DBE(s) are utilized in the performance of the Task Order, Consultant shall
comply with applicable reporting requirements.
E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its
“DBE Race-Neutral Participation Listing” submitted at the time of Task Order proposal shall
perform the work and supply the materials for which they are listed, unless Consultant has
received prior written authorization from Commission to perform the work with other forces or
to obtain the materials from other sources. Consultant shall provide written notification to
Commission in a timely manner of any changes to its anticipated DBE participation. This
notice should be provided prior to the commencement of that portion of the work.
F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of
any Task Order, the decertified subconsultant shall notify Consultant in writing with the date
of decertification. If a non-DBE subconsultant becomes a certified DBE during the life of the
Task Order, the DBE subconsultant shall notify Consultant in writing with the date of
certification. Consultant shall furnish the written documentation to Commission in a timely
manner. Consultant shall include this requirement in all subcontracts.
G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State
and Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or
discriminate on the basis of race, color, national origin, or sex in consideration of contract
award opportunities. Further, Consultant shall affirm that they will consider, and utilize
subconsultants and vendors, in a manner consistent with non-discrimination objectives.
H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be
a material breach of the contract to be awarded pursuant to this RFP, which may result in the
termination of the contract or such other remedy as the recipient deems appropriate, which
may include, but is not limited to:
(1) Withholding monthly progress payments;
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Exhibit E-10
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of
their contracts no later than 30 days from receipt of each payment Commission makes to the
Consultant. 49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract.
J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall
comply with all DBE reporting and other requirements contained in this Agreement.
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Exhibit F-1
EXHIBIT “F” – LOBBYING ACTIVITIES DISCLOSURE
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Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1.Type of Federal Action:2.Status of Federal Action:3.Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________
4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known
6.Federal Department/Agency:7.Federal Program Name/Description:
CFDA Number, if applicable ____________________
8.Federal Action Number, if known:9.Award Amount, if known:
10.Name and Address of Lobby Entity 11.Individuals Performing Services
(If individual, last name, first name, MI) (including address if different from No. 10)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply)
$ _____________ actual planned a. retainer
b. one-time fee
13.Form of Payment (check all that apply):c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _______________e deferred
Value _____________ f. other, specify _________________________
15.Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)
16.Continuation Sheet(s) attached: Yes No
17.Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: ________________________________________
Print Name: _______________________________________
Title: ____________________________________________
Telephone No.: ____________________ Date: ___________
Authorized for Local Reproduction
Federal Use Only: Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files
1RW$SSOLFDEOHWRWKH'XGHN7HDP
EXHIBIT K-1
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ON-CALL ENVIRONMENTAL ASSESSMENT SERVICES
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
JUNE 27, 2022
Angela Ferreira, Senior Management Analyst
Right of Way Department
1
Background
2
•The Commission and RCA utilize environmental assessment
services when acquiring properties
•Comprehensive environmental services
Procurement Process
3
•February 24, 2022
–Request for Qualifications (RFQ) was released
•March 24, 2022
–Four firms submitted responsive and responsible
statements of qualifications
•April 14, 2022
–Dudek, Kleinfelder, Inc., Leighton Consulting, Inc., and
Ninyo & Moore, were selected as most qualified and
interviewed
Staff Recommendation
4
1.Award Agreement No. 22-31-068-00 with Dudek for on-call
right of way environmental assessment services for a three-
year term not to exceed $350,000;
2.Authorize the Chair or Executive Director, pursuant to legal
counsel review, to execute the agreement on behalf of the
Commission;
3.Authorize the Executive Director, or designee, to execute
task orders awarded to the consultant under the
agreement; and
4.Forward to Commission for final action
QUESTIONS
5
AGENDA ITEM 9
Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: June 27, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: Hanan Sawalha, Management Analyst
Brian Cunanan, Commuter & Motorist Assistance Manager
THROUGH: David Knudsen, External Affairs Director
SUBJECT: Freeway Service Patrol Tow Operator Fuel Relief Reimbursement
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Authorize one-time payment as fuel relief reimbursement to Pepe’s Towing for Freeway
Service Patrol (FSP) services on Beats 4, 7, 8 for a total amount of $6,270 for the months
of March through June 2022;
2) Approve Agreement No. 18-45-132-03, Amendment No. 3 to Agreement
No. 18-45-132-00, with Coastal Pride Towing for continued FSP services on Beats 20, 34,
35 for an additional amount of $187,400 for fuel relief reimbursement, including a
one-time reimbursement for the months of March through June 2022 and ongoing
monthly reimbursements through the term of the agreement ending August 29, 2023,
for a total amount not to exceed $2,652,356;
3) Approve Agreement No. 17-45-061-04, Amendment No. 4 to Agreement
No. 17-45-061-00, with Pepe’s Towing for continued FSP services on Beats 18, 19 for an
additional amount of $24,750 for fuel relief reimbursement, including a one-time
reimbursement for the months of March through June 2022 and ongoing monthly
reimbursements through the term of the agreement ending September 30, 2022, for a
total amount not to exceed $4,308,922;
4) Approve Agreement No. 16-45-103-04, Amendment No. 4 to Agreement
No. 16-45-103-00, with Steve’s Towing for continued FSP services on the express lanes
for an additional $47,900 for fuel relief reimbursement, including a one-time
reimbursement for the months of March through June 2022 and ongoing monthly
reimbursements through the term of the agreement ending January 31, 2023, or a total
amount not to exceed $2,216,097;
5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission; and
6) Forward to the Commission for final action.
155
Agenda Item 9
BACKGROUND INFORMATION:
The Commission, acting in its capacity as the Service Authority for Freeway Emergencies, is the
principal agency in Riverside County, in partnership with Caltrans and the California Highway
Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide a
continuously roving tow services patrol along designated freeway segments (referred to as
beats) to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and
those involved in minor accidents on local freeways.
Contracts with tow operators for FSP services are typically entered into for five-year terms. At
the time of the request for proposals (RFP), operators are asked to provide tow rates for all five
years, taking into consideration possible inflation and other cost increases. However, the recent
fuel cost increases were more significant than expected and operators with older contracts, and
consequently lower hourly rates, are being impacted.
DISCUSSION:
The continuous roving requirement of the FSP program results in high mileage travelled by each
FSP truck. Driver mileage is logged on a daily basis. The average monthly miles driven per truck
for the impacted contracts is as follows:
Operator Contract Expiration Beats Number
of Trucks
Average Monthly
Miles Per Truck
Coastal Pride 18-45-132-02 08/29/2023 20, 34, 35 6 5,700
Pepe’s Towing
16-45-082-04
16-45-083-02
16-45-044-04
03/31/2022 4, 7, 8 6 4,856
17-45-061-03 09/30/2022 18, 19 5 4,098
Steve’s Towing 16-45-103-03 01/31/2023 Express
Lanes 3 5,190
Due to the unprecedented increases in fuel expenses staff is recommending a fuel relief
reimbursement to help our tow operators maintain viable operations. The contracts being
considered for fuel relief reimbursement are three years or older and belong to three
operators: Coastal Pride Towing, Pepe’s Towing, and Steve’s Towing. For reference, contracts
three years or older have hourly tow rates of $63.96 - $70.00 compared to more current
contracts ranging between $80.07 - $89.94.
It is estimated that one gallon of fuel is used to travel between 10-14 miles. The gallon price of
diesel fuel has steadily increased since the beginning of the calendar year. According to
statistics from the U.S. Energy Information Administration (EIA), the average cost of diesel fuel
started at $4.80 per gallon in January 2022 and has reached $6.48 per gallon as of May 2022.
156
Agenda Item 9
Month California No 2 Diesel Retail Prices
Dollars per Gallon
January 2022 $4.803
February 2022 $5.018
March 2022 $6.133
April 2022 $6.260
May 2022 $6.479
Source: EIA
The fuel rates used by the tow operators at the time of the price proposal range between $4.00
and $5.00. The proposed fuel relief payment will occur in two parts. The first portion will be a
reimbursement for FY 21-22, specifically the months of March – June. The second portion will
be recurring monthly payments added to their invoices, through the term of the agreements. In
order to determine the reimbursement amount for each operator, estimated gallons used for
March - June were multiplied by the difference of the average fuel cost for the month, per the
EIA, and the proposed fuel cost submitted by the operator at the time of the RFP.
The ongoing monthly payments will be determined by multiplying the estimated gallons used,
based on average monthly mileage, by the difference of the average fuel cost for the month,
per the EIA, and the proposed fuel cost submitted by the operator at the time of the RFP. These
payments will be made for any overage of fuel cost above the operator RFP fuel price, up to a
cost of $8.00 per gallon and end September 2023. Staff will be monitoring fuel prices on a
monthly basis and should fuel cost exceed $8.00 per gallon, this item will be brought back to
the Commission with an updated recommendation. A breakdown of the total fuel relief
reimbursement plan is as follows:
Operator Contract Expiration
FY 21/22
Fuel Relief
(Mar – June
2022)
Ongoing
Maximum Fuel
Relief for July -
Remaining Term
of Agreement
Maximum Total
Fuel Relief
Reimbursement
Coastal
Pride 18-45-132-02 08/29/2023 $27,100 $160,300 $187,400
Pepe’s
Towing
16-45-082-04
16-45-083-02
16-45-044-04
03/31/2022 $6,270 - $6,270
17-45-061-03 09/30/2022 $9,300 $15,450 $24,750
Steve’s
Towing 16-45-103-03 01/31/2023 $11,500 $36,400 $47,900
Total $54,170 $212,150 $266,320
157
Agenda Item 9
The current rates of the impacted contracts range between $63.96 - $70.00 per hour. Factoring
in the maximum fuel relief adjustment into the monthly reimbursement, the range of hourly
rates is approximately $73.00 - $80.00.
FISCAL IMPACT
Sufficient funding, consisting of Caltrans and SAFE funds, for towing services is available in Fiscal
Year 2021/22 budget and included in the proposed FY 2022/23 budget.
Financial Information
In Fiscal Year Budget: Yes
N/A Year:
FY 2021/22
FY 2022/23
FY 2023/24
Amount:
$54,170
$189,250
$22,900
Source of Funds: Stare of California, SAFE funds Budget Adjustment: No
N/A
GL/Project Accounting
No.: 002173 81014 00000 0000 201 45 81002
Fiscal Procedures
Approved:
Date: 06/16/2022
Attachments:
1) Draft Agreement No. 18-45-132-03
2) Draft Agreement No. 17-45-061-04
3) Draft Agreement No. 16-45-103-04
4) Description of Service Areas
158
Agreement No. 18-45-132-03
AMENDMENT NO. 3
TO AGREEMENT FOR FREEWAY EMERGENCIES,
FOR FREEWAY SERVICE PATROL FOR BEAT #20, #34
AND #35 WITHIN RIVERSIDE COUNTY
WITH OJ
BARKA, INC.
1.· PARTIES AND DATE
1.1 This Amendment No. 3 is made and entered into as of ________,
2022 by and between the Riverside County Transportation
Commission, a public entity ("COMMISSION"), acting as the
Riverside County Service Authority for Freeway Emergencies
(referred to herein as "SAFE"), and OJ Barka, Inc., a California
corporation (referred to herein as "CONTRACTOR"). SAFE and
CONTRACTOR are sometimes individually referred to herein as
"Party" and collectively as "Parties".
2.RECITALS
2.1 SAFE and Coastal Pride Towing, Inc. entered into Agreement No.
18-45- 132-00, dated August 21, 2018, for the purpose of providing
Freeway Service Patrol ("FSP") services on Beat No. 20, 34, & 35
within Riverside County (the "Master Agreement").
2.2 SAFE, Coastal Pride Towing, Inc. and CONTRACTOR entered into
an Assignment and Assumption Agreement dated May 6, 2019
(referred to herein as Amendment No. 1) in order to assign the
Master Agreement from Coastal Pride Towing, Inc. to
CONTRACTOR.
2.3 SAFE and CONTRACTOR entered into Amendment No. 2 to the
Master Agreement, dated August 28, 2011, for the purpose of
extending the term of the Master Agreement and to acknowledge
the right of SAFE to waive penalties, imposed pursuant to the
terms of the Master Agreement, in its discretion.
2.4 SAFE and CONTRACTOR now desire to amend the Master
Agreement in order to add fuel relief reimbursement.
3.TERMS
3.1 The maximum compensation to be provided under this Amendment
No. 3 shall not exceed One Hundred Eighty-Seven Thousand, Four
Hundred Dollars ($187,400).
ATTACHMENT 1
159
3.2 The maximum not to exceed value of the Master Agreement, as
amended by this Amendment No. 3 shall not exceed Two Million, Six
Hundred Fifty-Two Thousand, Three Hundred Fifty-Six Dollars
($2,652,356).
3.3 Except as amended by this Amendment No. 3, all provisions of the
Master Agreement, as previously amended, including without
limitation the indemnity and insurance provisions, shall remain in
full force and effect and shall govern the actions of the parties
under this Amendment No. 3.
3.4 This Amendment shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.5 The recitals set forth above are true and correct and are incorporated
into this Amendment No. 3 by reference.
3.6 This Amendment No. 3 may be signed in counterparts, each of which
shall constitute an original.
3.7 A manually signed copy of this Amendment No. 3 which is
transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as
delivery of an original executed copy of this Amendment No. 3 for
all purposes. This Amendment No. 3 may be signed using an
electronic signature.
[Signatures on following page]
160
SIGNATURE PAGE TO
AGREEMENT NO. 18-45-132-03
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first herein above written.
RIVERSIDE COUNTY OJ BARKA, INC., a California Corporation
TRANSPORTATION COMMISSION
By:___________________________ __________________________
Anne Mayer, Executive Director Signature
__________________________
Name
__________________________
Title
APPROVED AS TO FORM ATTEST:
By: _______________________ By: ______________________
Best Best & Krieger
General Counsel Its: _______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief
financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
161
Agreement No. 17-45-061-04
AMENDMENT NO. 4 TO AGREEMENT
BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION, ACTING
AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY
EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT #18 AND #19
WITHIN RIVERSIDE COUNTY WITH PEPE'S TOWING
SERVICES
1.PARTIES AND DATE
This Amendment No. 4 for Freeway Service Patrol Services is made and
entered into as of ______________, 2022, by and between the Riverside County
Transportation Commission, a public entity ("Commission"), acting as the Riverside
County Service Authority for Freeway Emergencie s (referred to herein as "SAFE"),
and Pepe's Inc., a California corporation doing business as Pepe's Towing Services
(referred to herein as "Contractor"). SAFE and Contractor are sometimes individually
referred to herein as "Party" and collectively as "Parties".
2.RECITALS
2.1 SAFE and Contractor have entered into an agreement dated October 1,
2017, for the purpose of providing Freeway Service Patrol ("FSP")
services on Beat No. 18 and 19 within Riverside County (the "Master
Agreement").
2.2 SAFE and Contractor amended the Master Agreement on July 9, 2019
("Amendment No. 1"), in order to add construction FSP services required
for the State Route 60 truck lane construction project (the "60 TL
Project").
2.3 SAFE and Contractor amended the Master Agreement on June 10,
2020 ("Amendment No. 2"), in order to exercise the first one -year option
extending the term to September 30, 2021 and add construction FSP
services required for the Caltrans 1-10 Tune-Up construction project
("1-10 Tune-Up Project") between Pennsylvania Avenue in Beaumont to
SR-111 in Cabazon.
2.4 SAFE and Contractor entered into an Amended and Restated
Amendment No. 2 to the Master Agreement ("Restated Amendment No.
2") on September 25, 2020 to expressly include the term extension.
2.5 SAFE and Contractor amended the Master Agreement on September 30,
2021, in order to exercise the second one-year option extending the term
to September 30, 2022.
ATTACHMENT 2
162
2.6 SAFE and Contractor now desire to amend the Master Agreement in
order to add fuel relief reimbursement.
3. TERMS
3.1 The maximum compensation to be provided under this Amendment No.
4 shall not exceed Twenty-Four Thousand, Seven Hundred Fifty Dollars
($24,750).
3.2 The maximum not to exceed value of the Master Agreement, as
amended by this Amendment No. 4 shall not exceed Four Million, Three
Hundred Eight Thousand, Nine Hundred Twenty-Two Dollars
($4,308,922).
3.3 Except as amended by this Amendment No. 4, all provisions of the
Master Agreement, as previously amended, including without limitation
the indemnity and insurance provisions, shall remain in full force and
effect and shall govern the actions of the Parties under this Amendment
No. 4.
3.4 This Amendment No. 4 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.5 A manually signed copy of this Amendment No. 4 which is transmitted
by facsimile, email or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original
executed copy of this Amendment No. 4 for all purposes. This
Amendment No. 4 may be signed using an electronic signature.
3.6 This Amendment No. 4 may be signed in counterparts, each of which
shall constitute an original.
[Signatures on following page]
163
SIGNATURE
PAGE TO
AGREEMENT NO. 17-45-061-04
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date first herein above written.
RIVERSIDE COUNTY PEPE’S, INC.
TRANSPORTATION COMMISSION DBA PEPE’S TOWING SERVICES
By:___________________________ __________________________
Anne Mayer, Executive Director Signature
__________________________
Name
__________________________
Title
APPROVED AS TO FORM ATTEST:
By: _______________________ By: ______________________
Best Best & Krieger
General Counsel Its: _______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secre tary, the chief
financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
164
Agreement No. 16-45-103-04
AMENDMENT NO. 4 TO
AGREEMENT FOR FREEWAY SERVICE PATROL SERVICES
FOR BEAT NO. 91-T AND BEAT NO.15-T
WITH E&S TOWING ENTERPRISES, INC. D/B/A STEVE'S TOWING
1.PARTIES AND DATE
This Amendment No. 4 is made and entered into as of ____________, 2022 by
and between the Riverside County Transportation Commission acting in its capacity as
the Riverside Service Authority for Freeway Emergencies ("SAFE"), a public entity, and
E&S Towing Enterprises, Inc., a California corporation d/b/a Steve's Towing (referred to
herein as "CONTRACTOR").
2.RECITALS.
2.1 SAFE and CONTRACTOR have entered into an agreement , dated
December 29, 2016, for the provision of freeway patrol services on Beat
No. 91-T on behalf of the SAFE (the "Master Agreement").
2.2 SAFE and CONTRACTOR have entered into an Amendment No. 1 to the
Master Agreement, dated September 23, 2019, to ext end the term of the
Master Agreement to December 31, 2021 , for the continued provision of
freeway service patrol services.
2.3 SAFE and CONTRACTOR have entered into an Amendment No. 2 to the
Master Agreement, dated June 10, 2020, in order to amend the Scope of
Services to include freeway service patrol services for the 15 Express Lanes
beat (Beat No. 15-T); provide a new hourly rate and additional compensation
for such Services; and allocate funds for CONTRACTOR to outfit two trucks to
be used for the Services to meet FSP compliance requirements.
2.4 SAFE and CONTRACTOR have entered into Amendment no. 3 to the Master
Agreement, dated December 30, 2021, in order extend the term of the Master
Agreement, provide a new hourly rate for Beat No. 91-T, and provide
additional compensation for Services.
2.5 SAFE and CONTRACTOR now desire to amend the Master Agreement in
order to add fuel relief reimbursement.
3.TERMS
3.1 The maximum compensation to be provided under this Amendment No. 4 shall not
exceed Forty-Seven Thousand Nine Hundred Dollars ($47,900).
3.2 The maximum not to exceed value of the Master Agreement, as amended by
this Amendment No. 4 shall not exceed Two Million, Two Hundred Sixteen
Thousand, Ninety-Seven Dollars ($2,216,097).
3.3 Except as amended by this Amendment No. 4, all provisions of the Master
Agreement, as previously amended, including without limitation the indemnity
and insurance provisions, shall remain in full force and effect and shall govern
ATTACHMENT 3
165
the actions of the parties under this Amendment No. 4.
3.4 This Amendment No. 4 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.5 This Amendment No. 4 may be signed in counterparts, each of which shall
constitute an original.
3.6 A manually signed copy of this Amendment No. 4 which is transmitted by
facsimile, email or other means of electronic transmission shall be deemed to
have the same legal effect as delivery of an original executed copy of this
Amendment No. 4 for all purposes. This Amendment No. 4 may be signed using
an electronic signature.
[Signatures on following page]
166
SIGNATURE PAGE
TO
AGREEMENT NO. 16-45-103-04
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment
as of the date first herein above written.
RIVERSIDE COUNTY E&S TOWING ENTERPRISES, INC.
TRANSPORTATION COMMISSION dba STEVE’S TOWING
By:___________________________ __________________________
Anne Mayer, Executive Director Signature
__________________________
Name
__________________________
Title
APPROVED AS TO FORM ATTEST:
By: _______________________ By: ______________________
Best Best & Krieger
General Counsel Its: _______________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief
financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
167
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
FREEWAY SERVICE PATROL - IMPACTED BEATS DESCRIPTION
BEAT COMPANY NO. OF
TRUCKS SERIVCE AREA LENGTH IN
MILES
4 Pepe's Towing 2 SR-91 from Magnolia Ave to 60/91/215
Interchange 11.0
7 Pepe's Towing 2 SR-60 from Milliken St to Main St 11.7
8 Pepe's Towing 2 SR-60 from Central Ave to I-215 at Alessandro
Blvd to S-R60 at Theodore St 12.3
18 Pepe's Towing 3 I-215 from RC line to Central Ave 5.8
19 Pepe's Towing 2 I-215 from Alessandro to 74/W 4th St 10.2
20 Coastal Pride Towing 2 I-215 from SR-74/W 4th St to Murrieta Hot
Springs 16.8
34 Coastal Pride Towing 2 I-15 from Indian Truck Trail to SR-74 I-15
from SR-74 to Bundy Canyon Road 14.1
35 Coastal Pride Towing 2 I-15 from Bundy Canyon Road to SR-79/
Temecula Parkway 12.9
Express Lanes Steve's Towing 3
SR- 91 Exp Lanes from OC line to McKinley, I-
15S Connector to Ontario Ave
I-15 Exp Lanes from SR60 to Cajalco Rd.
27.1
1 of 1
ATTACHMENT 4
168
FREEWAY SERVICE PATROL
FUEL RELIEF REIMBURSEMENT
WESTERN RIVERSIDE COUNTY PROGRAMS
AND PROJECTS COMMITTEE
JUNE 27, 2022
1
Hanan Sawalha, Management Analyst
External Affairs Department
2
“I am very thankful for the
helpful quality service, his stop
to help me saved me a 40
minute wait for AAA, the
driver got me back on the road
quick and safe.”
Joseph J. –June 7, 2022
“If not for your service I would
have been on the 91FWY for
hours and we were not in a really
safe place. I am very grateful for
this service. I was not
comfortable sitting on the side of
the 91FWY when cars were
passing us at high speeds.”
Lori. A -June 16, 2022
“AAA said they would be about an hour and he drove up right after.
He was so fast and it was a huge help. It only took about 10 minutes.”
Assisted motorist –June 18, 2022
FSP Assists Motorists & Relieves Traffic
3
•Contracts are for five-year terms
•Tow operators propose a
comprehensive hourly rate
inclusive of fuel cost and
inflation at the time of the bid
•Recent fuel cost surges were
unprecedented and outside of
the normal hourly rate cost
factors
RCTC Contracts with Tow Operators for FSP
4
•FSP truck fuel efficiency = 10-14 miles per gallon
Source: U.S. Energy Information Administration (EIA)
3.50
4.00
4.50
5.00
5.50
6.00
6.50
7.00
2021 Average Jan-22 Feb-22 Mar-22 Apr-22 May-22
Fu
e
l
P
r
i
c
e
P
e
r
G
a
l
l
o
n
California Diesel Fuel Retail Prices
Fuel Costs Have Surged Since 2021
5
•Impacted contracts proposed for fuel relief are three years or older
•Proposed fuel cost at the time of bid was between $4.00 -$5.00
•Hourly operating rates for these contracts are $63.96 -$70.00;
for comparison, newer contracts range between $80.07 -$89.94
Operator Contract Expiration Beats Number
of Trucks
Average Monthly
Miles Per Truck
Coastal Pride 18-45-132-02 08/29/2023 20, 34, 35 6 5,700
Pepe’s Towing
16-45-082-04
16-45-083-02
16-45-044-04
03/31/2022 4, 7, 8 6 4,856
17-45-061-03 09/30/2022 18, 19 5 4,098
Steve’s Towing 16-45-103-03 01/31/2023 Express Lanes 3 5,190
Older FSP Contracts Are More Impacted
6
•Monthly reimbursement to impacted contracts will be made in two parts:
o Part I –One-time reimbursement for fiscal year 2022 (March 1 through June 30, 2022)
o Part II -Ongoing monthly payment through the term of the agreement
•Payments will be made for any overage above operator proposed
fuel cost up to a price of $8.00 per gallon
Monthly
Reimbursement =Estimated
gallons used for
the month
x
Average fuel cost
for the month per
the EIA
-
Operator
proposed fuel
cost at bid
Fuel Relief Calculation
Staff Recommendation
7
•Authorize one-time payment as fuel relief reimbursement to Pepe’s Towing for Freeway Service Patrol
(FSP) services on Beats 4, 7, 8 for a total amount of $6,270 for the months of March through June 2022;
•Approve Agreement No. 18-45-132-03, Amendment No. 3 to Agreement No. 18-45-132-00, with Coastal
Pride Towing for continued FSP services on Beats 20, 34, 35 for an additional amount of $187,400 for fuel
relief reimbursement, including a one-time reimbursement for the months of March through June 2022
and ongoing monthly reimbursements through the term of the agreement ending August 29, 2023, for a
total amount not to exceed $2,652,356;
•Approve Agreement No. 17-45-061-04, Amendment No. 4 to Agreement No. 17-45-061-00, with Pepe’s
Towing for continued FSP services on Beats 18, 19 for an additional amount of $24,750 for fuel relief
reimbursement, including a one-time reimbursement for the months of March through June 2022 and
ongoing monthly reimbursements through the term of the agreement ending September 30, 2022, for a
total amount not to exceed $4,308,922;
•Approve Agreement No. 16-45-103-04, Amendment No. 4 to Agreement No. 16-45-103-00, with Steve’s
Towing for continued FSP services on the express lanes for an additional $47,900 for fuel relief
reimbursement, including a one-time reimbursement for the months of March through June 2022 and
ongoing monthly reimbursements through the term of the agreement ending January 31, 2023, or a total
amount not to exceed $2,216,097;
•Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements
on behalf of the Commission; and
•Forward to the Commission for final action.
QUESTIONS
8
AGENDA ITEM 10
Agenda Item 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: June 27, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: David Lewis, Capital Project Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Mid County Parkway Contract Package 3 - Project Status
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Receive and file an update on project planning and scoping with the county of Riverside
(County) regarding Mid County Parkway Contract Package 3 (MCP3) since the
May 11, 2022, Commission meeting; and
2) Forward to the Commission for final action.
BACKGROUND INFORMATION:
The Mid County Parkway (MCP), a proposed 16-mile east-west highway that will stretch from
State Route 79 in the Hemet Valley to Interstate 215 at Placentia Avenue in the city of Perris
(City), has been under development by the Commission since 1998. At its April 2015 meeting, the
Commission as the lead agency under the California Environmental Quality Act (CEQA) certified
the final environmental impact report, adopted findings pursuant to CEQA, adopted a mitigation
monitoring and reporting program, adopted a statement of overriding considerations, and
approved the MCP project. As the lead agency under the National Environmental Policy Act,
FHWA approved the final environmental impact statement on April 15, 2015, and issued a record
of decision for the MCP project in August 2015.
Subsequently, at its January 2016 meeting, the Commission authorized staff to proceed with
design and right of way (ROW) acquisition for the first construction package, the I-215/Placentia
Avenue Interchange project. At its October 24, 2016, Commission meeting, the Commission
authorized the acquisition of ROW and mitigation property for the entire MCP in accordance with
the Commission’s ROW policies and procedures. At its June 2020 meeting, the Commission
approved the construction contract for the I-215/Placentia Avenue interchange project, which is
scheduled for completion in September 2022.
At the February 28, 2022, Western Riverside County Programs and Projects Committee
(Committee) meeting, staff planned to present an item to award an agreement for preparation
169
Agenda Item 10
of plans, specifications, and estimates (PS&E) for the Mid County Parkway Construction Package
No. 2 (MCP2) from Redlands Avenue to Ramona Expressway (Project). However, after receiving
objections to the Project from the City, and holding several meetings with the City to attempt to
resolve those issues, the Commission on May 11, 2022, adopted a decision to defer work on
MCP2 and directed staff to work with the County to develop a scope for a different construction
package with County jurisdiction, along Ramona Expressway from Rider Street to Warren Road
(MCP3) to address ongoing safety issues and continue progress on the overall MCP project. The
Commission also expressed its desire to require agreements with local jurisdictions prior to
expending significant funds on Commission sponsored projects within those jurisdictions,
requiring repayment of the funds if the jurisdictions withdraw support for the projects.
DISCUSSION:
From May 11 through June 9, 2022, Commission staff met with County staff to develop the scope
for a project that would address the safety issues along Ramona Expressway while also meeting
the requirements of the MCP project. The team identified an approximate 8.5-mile segment of
Ramona Expressway from west of Pico Ave to Warren Road that experienced the highest
occurrence of accidents along the Ramona Expressway. This segment was included in the original
MCP, and the proposed improvements would be consistent with the ultimate MCP. The proposed
project is detailed in Attachment 1 and indicates the limits of the proposed scope of MCP3.
The existing Ramona Expressway within this segment consists of one lane in each direction with
passing lanes in a few locations. The proposed improvements will include restriping to make
existing Ramona Expressway into two westbound lanes and adding pavement for two eastbound
lanes plus a median, barriers in locations along the corridor, a new bridge over the San Jacinto
River, and traffic signals at several intersections.
During the review of the accidents along this segment, it was noted that many were a result of
vehicles crossing over the striped median into opposing traffic. To address the safety issues, the
project will include a raised median with delineators along portions of the project, and a concrete
median barrier in the remaining sections. The proposed improvements are within the existing
County ROW and should require minimal if any ROW acquisitions or utility relocations. In
addition, these improvements would align with the ultimate MCP project and would allow for
future projects to expand the facility to meet those requirements.
Project Funding
To ensure timely progress on this important safety project, staff proposes to use $5,686,000 of
Local Partnership Program (LPP) - Formula funds previously programmed for design of the MCP2
package on the MCP3 package, with the remaining funding provided by local sources. This will
allow for the quickest and most cost-effective path to begin delivery of the project. The CTC is
scheduled to take action on repurposing these LPP-Formula funds at its August 2022 meeting,
170
Agenda Item 10
and this will allow the Commission to award the design contract for the MCP3 project. Staff will
present a full update on MCP3 funding at the September Commission meeting.
Consultant Selection Process
Due to significant safety concerns and the timing of the previous construction package these
improvements need to be constructed as soon as possible. Therefore, at the September
Commission meeting, staff will be recommending award for the development of the PS&E to the
successful consultant from the competitive procurement process for the PS&E of MCP2. The
scope of work is similar in nature and on the same project with different limits.
Staff will identify tasks that can be performed prior to the award of the PS&E design contract to
help advance the design. These tasks will be performed under an existing contract for the
planning and environmental phases of the MCP and will be performed with the remaining project
budget.
Maintaining progress on MCP is essential to preserving the benefits of the investments made by
the Commission over the past 20 years, in addition to the commitments made to communities
along this corridor. This includes the eventual completion of the portion in Perris as well as the
entire corridor. Staff’s recommendation to improve Ramona Expressway will advance the
corridor while addressing a current safety need.
County Partnership
The MCP project will no longer be adopted as a state facility and will be incorporated into the
County roadway system, with the County being responsible for the operations and maintenance
of the MCP3 upon completion. Therefore, the development of the MCP3 scope of work and
implementation of the project will comply with County requirements and requires a partnership
with the County to achieve the successful delivery and completion of this important project. To
ensure the roles, responsibilities, and requirements are clearly defined, RCTC will enter into a
cooperative agreement with the County for the MCP3 project. The cooperative agreement will
include the details of how the project will proceed through design, construction, final acceptance,
and acceptance by the County for operations and maintenance. To address the Commission’s
concerns about the City or County withdrawing support for the project, the cooperative
agreement will include language to allow RCTC to recover project costs expended from the
effective date of the cooperative agreement. This language has been discussed and reviewed
with the County and RCTC legal counsel and should address the Commission’s concerns. Staff
anticipates bringing the cooperative agreement with the County to the September Commission
for approval at the same time as the design contract award.
171
Agenda Item 10
Right of Way funding for MCP2
The Commission previously programmed $36,939,000 of Surface Transportation Block Grant
(STBG) federal funds for acquisition of ROW for MCP2. Of this amount, approximately
$21,939,000 of the funds will be reprogrammed onto MCP3 construction, leaving approximately
$15,000,000 on MCP2. Several core parcels needed for the ultimate alignment of the MCP may
soon be at eminent risk of development and leaving this funding in place will allow staff to
proceed with acquisition of some of the parcels before they are developed. The remaining funds
will be moved to construction of MCP3. Exact dollar amounts will be provided in September after
receiving updated appraisals of the core parcels.
Fiscal Impact
There is no fiscal impact currently. However, staff will return to the Commission in September to
seek approval for both scope and a contract for PS&E on MCP3 to reprogram remaining funds, if
applicable, and enter into a cooperative agreement with County.
Attachment: Map - MCP Construction Package 3
172
Agenda Item 10
ATTACHMENT 1
MCP Construction Package 3
173
MID COUNTY PARKWAY PROJECT
CONSTRUCTION PACKAGE 3 (MCP3)
UPDATE
David Lewis, Capital Project Manager
1
UPDATE
2
•02/28 Perris sent letter to RCTC with concerns
•03/08 to 04/18 Staff met with the City and evaluated city
proposals and an agreement could not be reached
•05/11 Commission approved deferring work on MCP 2 and
directed staff to coordinate with the County to scope a
different construction package on Ramona Expressway, Mid
County Parkway Construction Package 3 (MCP3)
•05/11 to 6/9 Staff worked with County to develop the scope
for MCP3
•2016 Strategic Assessment –staff directed to study fundable/buildable packages
•First part:I-215 Placentia Ave Interchange under construction
•City widening Placentia Avenue, Indian Avenue to Redlands Avenue
•MCP part 3:2 new lanes, one in each direction, with safety measures for median accident
3
PROJECT BACKGROUND
MCP construction
contract 3 in County
•Project limits west of Pico Ave to Warren Road along Ramona Expressway
•Proposed Improvements –restripe existing Ramona Express to two lanes in west bound
direction,two new east bound lanes plus a median, median barriers along the corridor, a
new bridge over the San Jacinto River, and several traffic signals
4
PROJECT SCOPE
5
PROJECT IMPLEMENTATION
Funding
•Reprogram $5,686,000 of LPP funds from MCP2 to MCP3
•CTC to take action at August 2022 meeting
•Remaining funding will be from local sources
Plans, Specifications, and Estimate Development
•Competitive procurement process completed for MCP2 PS&E Consultant Selection
•MCP2 scope is similar to MCP3, project footprint only shifted
•To address the significant safety concerns and need to implement the project as
soon as possible:
•Staff will recommend the award of the MCP3 PS&E to the consultant
selected from the MCP2 PS&E procurement process at the September
commission meeting
•Staff is identifying tasks to be completed under existing contracts prior to
award of PS&E design
6
MCP3 SCOPE IMPLEMENTATION
County Partnership
•MCP3 will be a County facility, provide operations and maintenance upon completion
•Cooperative agreement between County and RCTC under development and to be
presented at the September commission meeting
•Agreement includes details on how project will proceed through design,
construction, and final acceptance
•County to provide $1,000,000 in funding for the project
•Agreement includes language for RCTC to recover costs if County were to withdraw
support for the project
Right of Way Funding for MCP2
•Commission programmed $36,939,000 of STBG federal fund for ROW acquisition on MCP2
•$21,939,000 to be reprogrammed to MCP3
•Approximately $15,000,000 to remain on MCP2 to purchase parcels which are in
imminent risk of development
Next Steps
7
1.Return to September Commission meeting to recommend reprogram funding to
support MCP3 design
2.Return to September Commission meeting to recommend awarding contract to
the successful consultant for the MCP2 PS&E design contract for use on MCP3
3.Complete the cooperative agreement negotiations with the County and return to
September Commission meeting to recommend approval
4.Maintain ROW funding on MCP2 to purchase parcels in risk of development
QUESTIONS
8
TO: Riverside County Transportation Commission
FROM: Lisa Mobley, Clerk of the Board
DATE: June 21, 2022
SUBJECT: G.C. 84308 Compliance – Potential Conflict of Interest
California Government Code 84308 states a Commissioner may not participate in any discussion or
action concerning a contract or amendment if a campaign contribution of more than $250 is
received in the past 12 months or 3 months following the conclusion from a bidder or bidder’s agent.
This prohibition does not apply to the awarding of contracts that are competitively bid. The
Commission’s procurement division asks potential vendors to disclose any contributions made to
the campaigns of any Commissioner as part of their submitted bid packets. As an additional
precaution, those entities are included below in an effort to give Commissioners opportunity to
review their campaign statements for potential conflicts. Please note the entities listed in this
memo are not encompassing of all potential conflicts and are in addition to any personal conflicts
of interest such as those disclosed on Statement of Economic Interests – Form 700 or prohibited
by Government Code Section 1090. Please contact me should you have any questions.
Agenda Item No. 7- Agreements for On-Call Right of Way Engineering and Surveying
Consultant(s): Psomas
Sean Smith, Vice President
1650 Spruce Street, Suite 400
Riverside, CA 92507
Agenda Item No. 8 - Agreements for On-Call Right of Way Environmental Site Assessment Services
Consultant(s): Dudek
Joseph Monaco, President/CEO
605 Third Street
Encinitas, CA 92024
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE SIGN -IN SHEET
JUNE 27, 2022
NAME
AGENCY
E_MAIL ADDRESS
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