HomeMy Public PortalAbout08 August 22, 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: August 22, 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
Aaron Hake, 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, August 22, 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
August 22, 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 – JUNE 27, 2022
Page 1
7. AGREEMENTS FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE
Page 14
Overview
This item is for the Committee to:
1) Award Agreement No. 22-45-085-00 to Royal Coaches Auto Body and Towing, LLC for
Freeway Service Patrol (FSP) tow truck services on Interstate 215, Beat Nos. 18 and 19,
for a five-year term, in the amount of $3,197,457, plus a contingency amount of
$159,873, for a total amount not to exceed $3,357,330;
2) Award Agreement No. 22-45-102-00 to Royal Coaches Auto Body and Towing, LLC for
Freeway Service Patrol (FSP) tow truck services on State Route 91 and I-15 Express
Lanes for a five-year term, in the amount of $7,267,918, plus a contingency amount of
$363,396, for a total amount not to exceed $7,631,314;
3) Approve Agreement No. 17-45-061-05, Amendment No. 5 to Agreement No.
17-45-061-00 with Pepe’s Towing (Pepe’s) for continued FSP services on Beat 18 & 19
for an additional six months through March 31, 2023 and to increase the hourly rate
from $67.75 to $84.15. No additional funding is necessary, as the current contract
amount is sufficient to cover the increased rate;
4) Approve Agreement No. 16-45-103-05, Amendment No. 5 to Agreement No.
16-45-103-00 with Steve’s Towing (Steve’s) for continued FSP services on the
Commission’s Express Lanes (Beats 91T and 15T) for an additional two months through
March 31, 2023 and to increase the hourly rate from $70.00 to $84.00 for an additional
amount of $8,250 and a total amount not to exceed $2,224,347;
5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission;
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August 22, 2022
Page 3
6) Authorize the Executive Director, or designee, to approve the use of the contingency
amount as may be required for these services; and
7) Forward to the Commission for final action.
8. AGREEMENT FOR PREPARATION OF PLANS, SPECIFICATIONS AND ESTIMATE FOR THE MID
COUNTY PARKWAY PROJECT CONSTRUCTION PACKAGE NO. 3 ALONG RAMONA
EXPRESSWAY
Page 113
Overview
This item is for the Committee to:
1) Award Agreement No. 23-31-007-00 to Jacobs Engineering Group to prepare plans,
specifications, and estimates (PS&E) for the Mid County Parkway Construction
Package No. 3 (MCP3) from approximately one mile east of Rider Street to Warren
Road along the Ramona Expressway (Project), in the county of Riverside in the amount
of $10,642,182 plus a contingency amount of $2,357,818 for a total amount not to
exceed $13,000,000;
2) Approve the use of $5,686,000 of state Senate Bill 1 Local Partnership Program (LPP)
Formula funds for Project design;
3) Approve the use of $7,314,000 of Transportation Uniform Mitigation Fee - Community
Environmental Transportation Acceptability Process (TUMF-CETAP) funds for Project
design;
4) Approve Cooperative Agreement No. 23-31-004-00 with County of Riverside
Transportation and Land Management Agency (CRTLMA) for MCP3 final design, right
of way (ROW) acquisition, construction, and maintenance. This agreement includes a
$1,000,000 contribution by CRTLMA to RCTC for the MCP 3 project;
5) Approve Agreement Nos. 23-31-005-00 and 23-31-006-00 with Rivers & Land
Conservancy and the use of $1,004,672 of Measure A funds for endowment toward
the conservation easement of Sweeney and San Timoteo Canyon mitigation sites;
6) Approve the use of $15,000,000 [$13,279,500 of Surface Transportation Block Grant
Program (STBG) and a match of $1,720,500 of TUMF-CETAP] for right of way corridor
(ROW) preservation within MCP Construction Package 2 (MCP2) limits;
7) Authorize the Executive Director, pursuant to legal counsel review, to finalize the
conservation easement and endowment mitigation agreements on behalf of the
Commission;
8) Authorize the Executive Director to make changes between fund types within the total
amounts approved by the Commission to facilitate the most efficient use of funds;
9) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission;
10) Authorize the Executive Director or designee to approve contingency work as may be
required for the Project; and
11) Forward to the Commission for final action.
Western Riverside County Programs and Projects Committee
August 22, 2022
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9. EXECUTIVE DIRECTOR REPORT
10. COMMISSIONER COMMENTS
Overview
This item provides the opportunity for brief announcements or comments on items or matters
of general interest.
11. ADJOURNMENT
The next Western Riverside County Programs and Projects Committee meeting is scheduled
to be held at 1:30 p.m., Monday, October 24, 2022.
DETACH AND SUBMIT TO THE CLERK OF T HE B OAR D
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AGENDA ITEM 6A
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
Monday, June 27, 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 1:30 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
Ted Hoffman Yxstian Gutierrez
Kevin Jeffries Jeff Hewitt
Linda Krupa
Clint Lorimore
Wes Speake
Karen Spiegel
Michael Vargas
Bill Zimmerman
3. PLEDGE OF ALLEGIANCE
Commissioner Kevin Jeffries 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 (Vargas/Zimmerman) to approve the minutes as submitted.
6. APPROVAL OF MINUTES – MAY 23, 2022
7. AGREEMENTS FOR ON-CALL RIGHT OF WAY ENGINEERING AND SURVEYING
Timothy Green, Senior Management Analyst, presented the on-call right of way (ROW)
engineering and surveying services, highlighting the following:
• Background
ROW engineering and surveying services are necessary to support the
ROW department
The Commission and the Western Riverside County Regional Conservation
Authority (RCA) utilizes these services when acquiring property
• Procurement process
March 24, 2022
o Request for qualifications (RFQ) was released
April 21, 2022
o Three firms submitted responsive and responsible statements of
qualifications
May 12, 2022
o Psomas and Guida Surveying were selected as most qualified and
interviewed
At this time, Commissioner Clint Lorimore joined the meeting.
Commissioner Ted Hoffman stated that only the one bid from Psomas was listed and
asked if the other bid was close to it.
Timothy Green replied they had several bids and narrowed it down to two companies that
they brought into the interview process and then based on that staff went to Psomas for
the recommendation.
In response to Commissioner Hoffman’s inquiry if they knew what the other company’s
bid was on this, Timothy Green replied no but their bid was not to exceed $750,000.
Commissioner Hoffman stated he was asking because he prefers to compare with the
other company as far as dollarwise and they are going to do this for under $750,000.
Timothy Green replied yes, and he believes that was RCTC’s establishment and there was
not a bid by each company.
Anne Mayer stated when it is an architectural or engineering type service it is a
combination of qualifications and experience, so it is not based solely on price and
generally the final negotiation does not take place until they have selected the consultant.
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This is an on-call contract so they are not guaranteed to receive task orders issued in this
full amount as RCTC has services staff would need they will issue a task order and get a
specific price for that specific task in alignment with their hourly prices that are part of
this contract.
M/S/C (Vargas/Speake) 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
Angela Ferreira, Senior Management Analyst, presented the on-call ROW environmental
site assessment services, highlighting the following:
• Background
The Commission and RCA utilize environmental assessment services when
acquiring properties
Comprehensive environmental services
• Procurement process
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
M/S/C (Speake/Spiegel) 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
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4) Forward to the Commission for final action.
9. FREEWAY SERVICE PATROL TOW OPERATOR FUEL RELIEF REIMBURSEMENT
Hanan Swalha, Management Analyst, presented the Freeway Service Patrol (FSP) tow
operator fuel relief reimbursement, highlighting the following areas:
• FSP assists motorists and relieves traffic including some feedback received by
some of the motorists they assist
• RCTC contracts with tow operators for FSP
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
• Fuel costs have surged since 2021 according to the data from the U.S. Energy
Information Administration
• Older FSP contracts are more impacted
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
Fuel relief calculation
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
Chair Benoit noted to Hanan Sawalha that it was a great presentation, and that the U.S.
Energy quote was not needed as all the Commissioners have seen these huge increases
in gas prices and it is amazing where this has gone.
Commissioner Spiegel clarified there has been a slow stagnant and some decline recently,
so they are just doing as that month is showing its average cost, so for months going
forward it is just going to be what that average cost is for the month.
Hanan Sawalha replied the contracts being considered are all older contracts so generally
the rates that those operators are receiving tend to be lower than those for more recent
contracts. RCTC is offering the operators a reimbursement for any overage above what
they proposed at the time of the contract bid, but most of these agreements that are
being considered are short-term. She explained the one that is set to expire the latest is
in August 2023, so that would be 14 months and is the longest contract receiving a
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reimbursement. She stated going forward staff is hoping to implement a more dynamic
rate for their future contracts that would help mitigate this issue.
Commissioner Spiegel clarified the ones that are going through FY 2023 and September
2022 is the average monthly increase.
Anne Mayer replied correct based on the federal statics, so they will be looking at what
the rate was for that month and calculate the differential for that month.
Commissioner Kevin Jeffries stated he believed that it was the state of California that was
going to waive the tax on diesel fuel only and asked if staff will subtract that out of the
bonus that they are giving the tow operators. Hanan Sawalha stated that it is not quite a
bonus. Commissioner Jeffries replied it is a bonus because the tow operators are getting
more than what they contracted for. Hanan Sawalha replied they are going to go off the
average fuel rates according to the U.S. Energy Information Administration so that will be
their source and that tends to be an average of fuel rates across California.
Anne Mayer stated if the fuel rates for California drop because of the gas tax
reimbursement then that would be factored in.
Commissioner Jeffries clarified it was for diesel fuel only from what he read this morning.
Anne Mayer replied yes, they will factor that in.
Commissioner Jeffries stated he is not sure he agrees that this is legal and ethical, but he
understands the position the tow operators are in, but they signed a contract and if they
do not like the contract then get out of it. He understands RCTC needs the tow operators
but expressed they are just going to pay the tow operators to sit under the overpasses
where he sees them on Interstate 15 and not driving.
Anne Mayer replied to Commissioner Jeffries the next time he sees a tow operator sitting
under the overpass to let staff know. She stated this is a very tough program and there
are very few providers of these services out there. She recalled back 20 years ago when
this program first started how the Commission had to adjust its program just to be able
to get providers to bid on it. It is one of RCTC’s most popular programs, most of them are
relatively small businesses, and if they do not keep them in business then the service goes
away. She noted to Commissioner Jeffries it is completely understandable what he is
saying, and this is an abnormal situation as she does not recall that this has been done
before.
Chair Benoit clarified that in future contracts this will be accounted for.
Anne Mayer replied staff will have to look at how they structure their contracts in the
future but as was pointed out most of their newer FSP contracts are at least $10.00 more
an hour than these older contracts. She suggested part of what staff needs to look at is
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shorter-term contracts instead of doing five-year contracts so they will have to evaluate
the best way to do this.
Chair Benoit replied a shorter-term contract not only for that but also they might start
seeing a transition as he has been on the Air Quality Management Board for 10 years and
a lot of this stuff was so far out into the future they did not think it was going to happen.
He explained they are finally starting to see some electric trucks that could be used for
tow truck services but more importantly Volvo is not producing them in the numbers that
could fill this type of a void. At the same time there is Southern California Edison that is
trying to connect the power to those trucks, and it is taking up to 18 months so there is
no easy fix.
Commissioner Speake concurred with Commissioner Jeffries’ comment in that it is not a
great situation for the Commission to be in. He stated if they put out new contracts and
the fuel factor was figured out at $7.00 or $8.00, and fuel goes down to $3.00 will the
Commission be getting money back. He understands it is a volatile commodity and asked
if that is something they put in their contracts going forward as he concurred that it is a
wonderful service for their residents. The positive feedback received from the motorists
that was in the presentation were from the last couple of weeks and stated he hears them
all the time but maybe that is something they can do so they do not have to do this.
Anne Mayer stated one of the places staff can look is what has already been done on
construction contracts with the price of oil. She explained any contract that has asphalt
concrete there is an oil index, it is indexed, there is a standardization for how it is indexed,
and it is not part of the base contract as there is a supplemental pay item for it. She noted
as oil prices go up and down that item moves up and down and there has been some
discussion lately about whether construction contracts should now have steel indexing in
it as well. Anne Mayer suggested that is a model they can look at in terms of how they
can index fuel prices, so as they go up and down the contract has adjustments and that is
where a contingency or supplemental amount comes in, so they need to look at the best
way to contract these.
Commissioner Speake asked how they equate miles per gallon for these things and if
there is a standard for a tow truck.
Hanan Sawalha replied based on their logged mileage they assume that a gallon of fuel
takes a truck 10-14 miles that would depend on the congestion level so for the purpose
of this reimbursement they used 12 miles for the midpoint. She explained they currently
have a request for proposal (RFP) out and they have implemented a dynamic fuel scale,
so they are asking operators to provide bids at various fuel levels up to a $10.00+ point
so that in the future they do not have to do this.
Commissioner Clint Lorimore asked Hanan Sawalha to reiterate how they do the selection
process of the tow operators, and does it include if they base it off lowest cost.
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Hanan Sawalha replied that is one of the factors. She stated staff has the tow operators’
work plan, their overall qualifications, and then pricing as part of that.
In response to Commissioner Lorimore’s clarification that pricing includes the fuel, Hanan
Sawalha replied generally yes.
Commissioner Lorimore clarified that a contractor comes in with the lowest cost giving a
lower fuel calculation, RCTC grants that contractor the award and staff comes back in
after the fact and RCTC gives that contractor money to make them whole.
Anne Mayer noted to Commissioner Lorimore that it is not quite the way he outlined it as
the tow operator’s price per hour is more than just fuel. She explained the price per hour
includes the truck, the operator, and all their costs so the costs that come in are more
than just fuel. In the history of the FSP since she was either on the Commission as the
Governor’s Appointee for Caltrans District 8 or here at RCTC, she does not remember
something coming to the Commission to pay for increased costs in fuel. There have been
a few times where there were some renegotiated prices in the option years, but this is a
rarity, the change in fuel costs is significant. She stated typically RCTC will have a contract,
and the contract is for three to five years, and they stick with the price of the contract
until it is over, and it is only when they recompete do prices change.
Commissioner Lorimore clarified the Commission will have assurances moving forward
that staff will be addressing these calculations so that they do not have this occurrence
happen again to the best of staff’s abilities.
Anne Mayer replied they have included a dynamic pricing component to the contract.
She cannot promise that staff will be able to always predict what is going to happen with
an inflation area, the economy, and what is going to happen with gas prices. Staff would
do their very best at trying to make sure RCTC’s contracts are fair to the people they are
contracting with, to obtain the services staff is looking for, and a good expenditure of
taxpayer money.
Commissioner Jeffries concurred with Anne Mayer’s comment about some of the pricing
pressures as it is about to happen to cement plants across the state. He expressed there
may not be any cement plants left in California in a few years and everything will be
imported from overseas so that will have its own prices and consequences.
Chair Benoit noted that they lost a steel plant recently in San Bernardino. He stated he
had toured that plant just months after the new owner bought it and they assured him
the plant would be here for decades it was two or three years later, and they are gone.
He expressed it is a volatile market at the moment.
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M/S/C (Vargas/Spiegel) 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
David Lewis, Capital Projects Manager, presented an update for the Mid County Parkway
Construction Package 3 (MCP3), highlighting the following areas:
• Update
February 28 Perris sent letter to RCTC with concerns
March 8 to April 18 Staff met with the city and evaluated city proposals
and an agreement could not be reached
May 11 Commission approved deferring work on MCP2 and directed staff
to coordinate with the County to scope a different construction package
on Ramona Expressway, MCP3
May 11 to June 9 Staff worked with County to develop the scope for MCP3
• Project background
2016 Strategic Assessment – staff directed to study fundable/buildable
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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
• Project scope
A map the shows the alignment of MCP3
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
• Project implementation
Funding
o Reprogram $5,686,000 of Local Partnership Program (LPP) funds
from MCP2 to MCP3
o The California Transportation Commission (CTC) to take action at
August 2022 meeting
o Remaining funding will be from local sources
Plans, specifications, and estimate (PS&E) development
o Competitive procurement process completed for MCP2 PS&E
Consultant Selection
o MCP2 scope is similar to MCP3, project footprint only shifted
o 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
• MCP3 scope implementation
County partnership
o MCP3 will be a County facility, provide operations and
maintenance upon completion
o 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
ROW funding for MCP2
o Commission programmed $36,939,000 of Surface Transportation
Block Grant (STBG) federal fund for ROW acquisition on MCP2
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− $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
Return to the September Commission meeting to recommend reprogram
funding to support MCP3 design
Return to the September Commission meeting to recommend awarding
contract to the successful consultant for the MCP2 PS&E design contract
for use on MCP3
Complete the cooperative agreement negotiations with the County and
return to the September Commission meeting to recommend approval
Maintain ROW funding on MCP2 to purchase parcels in risk of
development
Anne Mayer stated staff normally does not bring agenda items that do not require
any committee decisions as it was just an update but given the significant
attention paid to this topic for the past several months staff wanted to make sure
the Commissioners were aware they are making progress on the project. She
explained they are developing the scope, there is a financial plan in place, it is not
all ready for the Commissioners but at its August 22 Western Riverside County
Programs and Projects Committee meeting staff will bring the full package for the
Commissioners’ consideration and if approved it will go to its September 14
Commission meeting. She expressed appreciation the CTC staff has agreed to
allow RCTC to reprogram the funding from one segment to the other and it is
important that staff does not ask this Commission to make any decisions before
the CTC approves that funding allocation as well.
Commissioner Linda Krupa expressed appreciation for this information and for the
way this committee and the Commission has responded to this and the priority
that it has been given. She stated anything with MCP, and the realignment of SR-
79 is near and dear to her heart and to all the people that live in San Jacinto Valley.
She asked about the median and median barriers if they are the six-inch type that
Caltrans puts in that does not really stop the cars or the k-rail that is on SR-79
through Lamb Canyon that does stop cars from crossing over.
Anne Mayer replied it might be both. She stated that part of the design process
will be evaluating the areas where there may be need for left turn pockets as there
are several dairy farms along that area. Some sections may require a median
curve where there is left turn pockets or other things and then other areas will
have barriers, but that will be part of the design process.
Commissioner Krupa asked with the project being changed from state supervision
to County maintenance if it stops future designation of a regional arterial or a state
highway.
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RCTC WRC Programs and Projects Committee Minutes
June 27, 2022
Page 11
Anne Mayer replied it does not stop future designation as a regional arterial. She
explained the question of it ever being a state highway this would not stop that,
but the fact that MCP will be built over such a length of time would mean the local
jurisdiction would need to maintain all those built sections of MCP until the whole
project is built and then ask Caltrans to take it at the end, which could be years.
By the time all those years go by then they would probably have to go back and
rehabilitate it and bring it completely up to Caltrans’ standards before they take
it. The other aspect of doing this as a county road is that it is to County standards
so they would not have to build it to Caltrans’ standards, and it will not have to go
through Caltrans reviews and approvals. Anne Mayer explained the original idea
was to build this as a facility that Caltrans could take and now it is probably more
economically feasible if it is a more local road or regional arterial under the control
of local elected officials.
Commissioner Krupa expressed appreciation for Anne Mayer’s comments and to
staff for doing this.
Commissioner Bill Zimmerman expressed appreciation for the update on this
project as they were hoping for some good news and making some progress on
something that a lot of the Commissioners felt was a little bit of a disappointment.
He asked about the rationale for leaving $15 million in ROW acquisition money for
a project that may or may never happen.
David Lewis replied it is very important since RCTC has the environmental
document that cleared that footprint from the previous MCP and if they ever
decide to come back and do any future improvements, it is in the Commission’s
best interest now to purchase those properties before they get redeveloped. The
cost would be significantly less now than in the future if they got redeveloped and
he referred to Anne Mayer to respond.
Anne Mayer stated it is something that staff wants the Commissioners’ input and
direction on as David Lewis mentioned there are some core parcels for MCP that
are probably going to be developed in the near future. She explained if the
developments proceed then that means if they ever want to go back to that
section and want to build MCP now this Commission is buying the property and
relocating the businesses. From staff’s standpoint the investment now in
purchasing the property when it is vacant leaves the door open, and should the
Commission ever decide it is not proceeding it is still land the Commission owns
and it could surplus and sale.
Commissioner Hoffman stated it has been a couple of years since he has been out
there at Ramona Expressway east of Warren Road if it is developed enough to
have four lanes. He understands it is in the city of San Jacinto and asked if they
have approved their side of it as he does not want to have a lot of traffic just
dumping into a two-lane road.
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RCTC WRC Programs and Projects Committee Minutes
June 27, 2022
Page 12
David Lewis replied that is a concern and the way they described the end of the
limits that is where it kind of tapers into two lanes so it really will ultimately help
the traffic if it goes from four lanes into four lanes at end to end of Warren Road.
He stated what would ultimately help that pinch point is if there were four lanes
obviously going into four lanes and noted that he cannot comment on the
development of that particular area.
Commissioner Hoffman suggested they can work with the city of San Jacinto and
see what their plans are for the future because it is going to impact the city of San
Jacinto and the people using that. David Lewis concurred with Commissioner
Hoffman’s comments.
Commissioner Jeffries clarified getting all the acronyms correct that are in this
staff report and he read the acronyms. David Lewis replied it sounds about right.
Commissioner Spiegel explained this is a good compromise to the situation as she
was talking to Commissioner Jeffries this morning about the number of accidents
in this area, so this is going to be a win for the County. She stated the $15 million
that was set aside for ROW that is still challenging and as most of the
Commissioners are aware that she has been very vocal about this. Commissioner
Spiegel noted that her staff member went to be the assistant city manager over at
the city of Perris so she will now be quiet.
M/S/C 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.
11. EXECUTIVE DIRECTOR REPORT
Anne Mayer announced:
• The 71/91 Connector Project is advertised for construction they are already
receiving questions and comments from potential bidders and had a couple of
requests to give them more time. There is a lot of excitement out in the industry
for this project it is a big project that includes a lot of steel and lumber, so the
team has done a good job with the cost estimate, but it is going to be competitive.
• At its June Commission meeting there was discussion about forming a CV Rail Ad
Hoc Committee and some of the Commissioners had volunteered. She noted staff
is trying to get that first ad hoc meeting scheduled for the same day as its July 13
Commission meeting.
• Regarding the legislative activity there were three bills that were a hot topic at its
June Commission meeting. AB 2237 by Assembly Member Friedman that would
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RCTC WRC Programs and Projects Committee Minutes
June 27, 2022
Page 13
have imposed on self-help sales tax measures. This bill will not be going to the
Senate Transportation Committee on June 28, and it is likely not going to be
resurrected again this year, but staff will keep track of it. A lot of work has been
done on that bill to help folks understand how detrimental it could be to sales tax
measures. The two other bills AB 1778 by Assembly Member Garcia, that would
restrict the ability for Caltrans to spend any state money in certain areas in the
state that meet certain public health indicators it is going to Committee on June
28 as is AB 2438 by Assembly Member Friedman. There was discussion at its June
Commission meeting about having some of the Commissioners reach out to their
colleagues either in the Assembly or the Senate Delegations, but they are going
on recess at the end of this week. If those bills get out of Senate Transportation
Committee, they will have to go to another Senate Committee when the Assembly
and Senate Delegations comes back, they will not go to the floor until the end of
July or in August so staff may reach out to some of the Commissioners. Staff is
pleased with the progress or lack of progress with some of these bills.
• The goal is for the Commission to be dark in August, which means the Western
Riverside County Programs and Projects Committee meeting will be canceled in
July. Although it is still on schedule just in case something urgent comes up.
12. COMMISSIONER COMMENTS
There were no Commissioner comments.
13. ADJOURNMENT
There being no further business for consideration by the Western Riverside County
Programs and Projects Committee, the meeting was adjourned at 2:22 p.m.
Respectfully submitted,
Lisa Mobley
Administrative Services Manager/
Clerk of the Board
13
AGENDA ITEM 7
Agenda Item 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 22, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: Brian Cunanan, Commuter & Motorist Assistance Manager
THROUGH: David Knudsen, External Affairs Director
SUBJECT: Agreements for Freeway Service Patrol Tow Truck Service
STAFF RECOMMENDATION:
This item is for the Committee to:
1)Award Agreement No. 22-45-085-00 to Royal Coaches Auto Body and Towing, LLC for
Freeway Service Patrol (FSP) tow truck services on Interstate 215, Beat Nos. 18 and 19,
for a five-year term, in the amount of $3,197,457, plus a contingency amount of $159,873,
for a total amount not to exceed $3,357,330;
2)Award Agreement No. 22-45-102-00 to Royal Coaches Auto Body and Towing, LLC for
Freeway Service Patrol (FSP) tow truck services on State Route 91 and I-15 Express Lanes
for a five-year term, in the amount of $7,267,918, plus a contingency amount of $363,396,
for a total amount not to exceed $7,631,314;
3)Approve Agreement No. 17-45-061-05, Amendment No. 5 to Agreement No.
17-45-061-00 with Pepe’s Towing (Pepe’s) for continued FSP services on Beat 18 & 19 for
an additional six months through March 31, 2023 and to increase the hourly rate from
$67.75 to $84.15. No additional funding is necessary, as the current contract amount is
sufficient to cover the increased rate;
4)Approve Agreement No. 16-45-103-05, Amendment No. 5 to Agreement No.
16-45-103-00 with Steve’s Towing (Steve’s) for continued FSP services on the
Commission’s Express Lanes (Beats 91T and 15T) for an additional two months through
March 31, 2023 and to increase the hourly rate from $70.00 to $84.00 for an additional
amount of $8,250 and a total amount not to exceed $2,224,347;
5)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission;
6)Authorize the Executive Director, or designee, to approve the use of the contingency
amount as may be required for these services; and
7)Forward to the Commission for final action.
BACKGROUND INFORMATION:
In 1986, the Commission established itself as the Riverside County Service Authority for Freeway
Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of
SAFEs in California was to provide call box services and, with excess funds, provide additional
14
Agenda Item 7
motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration
fee on vehicles registered in Riverside County. Initially, these funds were used only for the call
box program. As additional motorist aid services were developed, SAFE funds were also used to
provide FSP and traveler information services as part of a comprehensive motorist aid system in
Riverside County.
In 1990, Proposition C was passed to fund transportation improvements and to help reduce
traffic congestion in California. From this, the FSP program was created by Caltrans, whi ch
developed the corresponding Local Funding Allocation Plan to distribute funds to participating
jurisdictions. In addition to funding received from Caltrans, agencies are required to contribute
a 25 percent local match. For the Commission, SAFE revenues are used to meet this match
requirement.
The Commission, acting in its capacity as the RC SAFE, 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 lo cal freeways.
Contracts to provide FSP tow service are competitively bid as needed for each service area.
Currently, the Commission contracts with three tow truck operators to provide service on a total
of twelve beats Monday through Friday during the pe ak commute hours, 5:30 a.m. to
8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In addition, select beats also have
mid-day and weekend service. The Commission contracts with one tow truck operator for Express
Lane FSP services on the SR-91 and I-15 facilities; a seven-day a week operation. In Fiscal Year
2021/22, FSP performed nearly 55,000 general purpose lane assists and nearly 1,700 Express
Lane assists.
DISCUSSION:
In March 2022, an RFP for two contract service areas, Interstate 215 (Beats 18 & 19) and Express
Lanes FSP (SR-91 & I-15), was released; however, only one bid was received for each service area
at significantly high rates relative to current market rates. In the interest of the Commission, staff
cancelled the procurement and subsequently performed enhanced outreach ahead of the
re-release of the RFP in an effort to garner more competition and more competitive bids. In June
2022, staff re-released the RFP for the Beat 18/19 and Express Lane contract service areas.
Staff sought a competitive solution to award tow contracts to qualified firms to cover FSP service
areas comprised of two beats on I-215 and the SR-91 and I-15 Express Lanes.
15
Agenda Item 7
Contract FSP
Service Area Description of Service Area Number of Tow
Trucks
Beat 18 & 19
• Beat 18: I-215 from Riverside County line to Central
Ave.
• Beat 19: I-215 from Alessandro to SR-74/W 4th St.
3 primary
(+1 backup truck)
Express Lanes
• Express Lanes on SR-91 from Orange County line to
McKinley Street, I-15 Connectors to Ontario Avenue
or Sixth Street
• Express Lanes on Interstate I-15 from San Bernadino
County line to Cajalco Road, Connectors to 91 Express
Lanes
3 primary
(+1 backup truck)
Procurement Process
Outreach was conducted prior to the release of the RFP. Flyers offering one-on-one information
sessions with RCTC and CHP were distributed to over 150 tow operators by mail and email. Six
tow operators requested information sessions, while staff answered questions from several
operators via email or phone. RFP No. 22-45-085-00 was released on June 17, 2022. The RFP was
posted on the Commission’s PlanetBids website, which is accessible through the Commission’s
website. Utilizing PlanetBids, emails were sent to 49 firms, 23 of which are located in Riverside
County. Through the PlanetBids site, 12 firms downloaded the RFP; 2 of these firms are located
in Riverside County. A pre-proposal conference was held on June 23, 2022. Staff responded to
all questions submitted by potential proposers prior to the July 5, 2022, clarification deadline
date. Two firms – Royal Coaches Auto Body and Towing (Baldwin Park) and Pepe’s Towing Service
Inc. (Colton) – submitted responsive proposals for the Beats 18 & 19 contract service area prior
to the 2:00 p.m. submittal deadline on July 21, 2022. Three firms – Royal Coaches Auto Body and
Towing (Baldwin Park), Pepe’s Towing Service Inc. (Colton) and Pomona Valley Towing (Pomona)
– submitted responsive proposals for the Express Lanes contract service area prior to the
2:00 p.m. submittal deadline on July 21, 2022. Utilizing the evaluation criteria set forth in the
RFP, the proposals were evaluated and scored by an evaluation committee comprised of the CHP
Inland Division, San Bernardino County Transportation Authority, and Commission staff.
The evaluation criteria included qualifications of the firm, staffing/project organization, work
plan, and price. Non-price factors accounted for 70 percent of the total score and price (i.e. tow
rates proposed) accounted for the remaining 30 percent of the score.
In response to the recent volatility of diesel fuel prices and to mitigate future fuel rate
uncertainty, a new dynamic tow rate will be used that adjusts with the diesel fuel price. This
dynamic tow rate helps alleviate risks on the operator when fuel rates increase and also adjusts
downwards to more favorable rates for the Commission when fuel prices are lower. As such, the
16
Agenda Item 7
RFP included a price proposal template asking bidders to submit rates that correspond to ranges
of average diesel fuel prices, as shown below:
Price Proposal Table:
Rate Level # Average Diesel Fuel Cost
Per Gallon (per EIA)
1 $0.01 - $2.99
2 $3.00 - $3.99
3 $4.00 - $4.99
4 $5.00 - $5.99
5 $6.00 - $6.99
6 $7.00 - $7.99
7 $8.00 - $8.99
8 $9.00 - $9.99
9 $10.00+
The average of the proposed hourly rates, across the nine rate levels, was used to determine the
bidders’ cost score.
Bidders submitted separate bids for Beat No. 18/19 and the Express Lanes service areas. Bids for
each service area were evaluated independently by the evaluation committee. Based on the
evaluation committee’s assessment of the written proposals and pursuant to the terms of the
RFP, the evaluation committee shortlisted and invited two firms, Royal Coaches Auto Body and
Towing and Pepe’s Towing, to the interview phase of the evaluation and selection process for the
Beat 18/19 service area contract. Based on the evaluation committee’s assessment, of the
proposals submitted for the Express Lanes service area contract, only Royal Coaches was
shortlisted and interviewed. Virtual interviews were conducted on August 8, 2022.
Accordingly, the evaluation committee provided final scoring based on a comprehensive
evaluation of each written proposal and interview. Based on the evaluation committee’s
assessment, the evaluation committee recommends contract award to Royal Coaches Auto Body
and Towing for the two available service areas, as this firm submitted responsive and responsible
proposals and earned the highest total evaluation scores. The contract awards are as follows:
a) Interstate-215, Beat Nos. 18 and 19 service area for a five-year term, in the amount of
$3,197,457, plus a contingency amount of $159,873, for a total amount not to exceed
$3,357,330, as this firm earned the highest total evaluation score; and
b) Express Lanes FSP service area for a five-year term, in the amount of $7,267,918, plus a
contingency amount of $363,396 for a total amount not to exceed $7,631,314.
The proposed five-year contract rates and evaluation rankings for all firms are presented in the
following tables:
17
Agenda Item 7
Interstate 215 – Beat Nos. 18 and 19
Firm Average Tow Rates:
Years 1-2/ Year 3-4/ Year 5
Evaluation Ranking
Royal Coaches Auto Body and Towing $103.95/ $109.78/ $113.55 1
Pepe’s Towing $119.62/ $125.29/ $132.78 2
State Route 91 and Interstate 15 – Express Lanes
Firm Average Tow Rates:
Years 1-2/ Year 3-4/ Year 5
Evaluation Ranking
Royal Coaches Auto Body and Towing $124.64/ $131.93/ $135.85 1
Pepe’s Towing $188.34/ $204.85/ $215.42 2
Pomona Valley Towing $134.43/ $147.92/ $158.27 3
The rates above reflect the average rate across the nine rate levels quoted. The actual hourly tow
rate level applied (1 through 9) will be adjusted for each quarter based on the previous quarter’s
average cost of diesel fuel as reported by the United States Energy Information Administration
(EIA), California No 2 Diesel Retail Prices (dollars per gallon).
Agreement Extensions for Existing Contractors
The current FSP contracts for Beat 18/19 with Pepe’s and for Express Lanes with Steve’s expire
on September 30, 2022 and January 31, 2023, respectively. The cancellation of the original RFP
and subsequent re-release did net more favorable contract awards; however, the timing for
contract transitions has been pushed and further compounded by ongoing supply chain issues.
As such, extensions with the current contracts will need to be secured in order to maintain
continuous FSP services.
The current contract for Beats 18/19 and the Express Lanes are over four years old. The tow
operators who currently hold these contracts are willing to extend the contracts to help avoid
interruption of FSP services on these beats, subject to increased hourly rates . Staff is
recommending the following contract extensions and adjusted negotiated rates to help bridge
the gap between the expiring contracts and the start of the newly awarded contracts.
Operator Service
Area
Agreement
No.
Current
Expiration
Extension
Date
Current
Hourly Rate
Extension
Hourly Rate
Pepe’s
Towing Beat 18/19 17-45-061-00 September
2022
March
2023 $67.75 $84.15
Steve’s
Towing
Express
Lanes 16-45-103-00 January
2023
March
2023 $70.00 $84.00
The increased rates for the extension of service will supersede the fuel relief approved for this
contract.
18
Agenda Item 7
The Commission’s standard form FSP services agreements will be entered into with the
consultants subject to any changes approved by the Executive D irector and pursuant to legal
counsel review. Staff also recommends that the Executive Director, or designee, approve the use
of the contingency amount as may be required for these services.
FISCAL IMPACT
Sufficient funding, consisting of Caltrans, SAFE funds and Enterprise Toll revenues (I-15 and
SR-91), for towing services is included in the proposed FY 2022/23 budget.
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2022/23
FY 2023/24+ Amount: 781,722
$10,215,172
Source of Funds: State of California, SAFE funds, Toll
Revenues Budget Adjustment: No
N/A
GL/Project Accounting No.:
002173 81014 00000 0000 201 45 81002
009199 81014 00000 0000 591 31 81002
001599 81014 00000 0000 515 31 81002
Fiscal Procedures Approved:
Date: 08/11/2022
Attachments:
1) Draft FSP Agreement No. 22-45-085-00 with Royal Coaches Auto Body and Towing
2) Draft FSP Agreement No. 22-45-102-00 with Royal Coaches Auto Body and Towing
3) Draft FSP Amendment No. 17-45-061-05 with Pepe’s Towing
4) Draft FSP Amendment No. 16-45-103-05 with Steve’s Towing
19
Agreement No. 22-45-085-00
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 ROYAL COACHES AUTO BODY AND TOWING
1. PARTIES AND DATE.
1.1 This Agreement is made and entered into as of _____day of _________,
2022, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(“COMMISSION”) acting as the RIVERSIDE COUNTY SERVICE AUTHORITY FOR
FREEWAY EMERGENCIES (“SAFE”) and ROYAL COACHES AUTO BODY AND TOWING,
a California corporation (referred to herein as “CONTRACTOR”). SAFE and CONTRACTOR
are sometimes individually referred to herein as “Party” and collectively as “Parties”.
1.2 The California Highway Patrol herein referred to as “CHP” and California
Department of Transportation, herein referred to as “Caltrans” are hereby expressly designated
as third-party beneficiaries of CONTRACTOR’s performance under this Agreement.
2. RECITALS.
2.1 WHEREAS, COMMISSION is a California County Transportation
Commission existing under the authority of Section 130050 et seq. of the
California Public Utilities Code;
2.2 WHEREAS, COMMISSION is authorized, pursuant to Section 2550 et seq.
of the California Streets and Highways Code, to act as SAFE for purposes
of providing a motorist aid system, including provision of freeway service
patrols;
2.3 WHEREAS, SAFE requires the services of a CONTRACTOR to provide
the freeway service patrol professional services as described in the Scope
of Services;
2.4 WHEREAS, SAFE has determined that CONTRACTOR is best qualified to
perform the required services;
2.5 WHEREAS, the CONTRACTOR is able and willing to perform the required
services under the terms and conditions of this Contract;
2.6 WHEREAS, COMMISSION is the short range transportation planning
agency for Riverside County, and programs federal, state, and local funds.
COMMISSION has entered into a Memorandum of Understanding with
ATTACHMENT 1
20
Agreement No. 22-45-085-00
Caltrans and CHP to fund peak period freeway service patrols on selected
freeway segments in Riverside County; and
2.7 WHEREAS, Section 21718 (a) of the California Vehicle Code specifically
authorized CHP to be responsible for freeway service patrols stopping on
freeways for the purpose of rapid removal of impediments to traffic. Article
3, Section 91, of the Streets and Highways Code, states that Caltrans has
responsibility to improve and maintain the state highways. Caltrans also
has the responsibility for traffic management and removing impediments
from the highways.
NOW, THEREFORE, for the consideration hereinafter stated, SAFE and CONTRACTOR agree
as follows:
3. TERMS.
3.1 General Scope of Services. The purpose of the Freeway Service Patrol
(“FSP”) program is to provide for the rapid removal of disabled vehicles and vehicles involved
in minor accidents from the freeway. Contractor promises and agrees to furnish to SAFE all
labor materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately provide the FSP services ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services
shall be subject to, and performed in accordance with, this Agreement, the exhibits attached
hereto and incorporated herein by reference, and all applicable local, state, and federal laws,
rules and regulations, and the SOP manual (as defined below).
3.1.1. Contract Oversight. Caltrans and CHP will jointly oversee the
Services. Both agencies will have responsibility for overseeing Service performance and
ensuring that the CONTRACTOR abides by the terms of this Contract. CHP is responsible for
dispatch services to incident locations within the CONTRACTOR’s patrol limits. The
dispatching will be done in accordance with this Contract. A Standard Operating Procedures
(“SOP”) manual will be given to the CONTRACTOR explaining the types of incidents to which
his/her operators may be dispatched.
3.1.2 Beat Descriptions. The FSP will operate on selected freeway
segments referred to herein as “beats”. Each beat has specific turnaround locations and
designated drop locations identified by the CHP. Exhibit “A” shows the specific limits, number
of tow trucks, number of back-up trucks and hours of operation, and holidays for the
CONTRACTOR’s specific beat. SAFE reserves the right to add or delete holidays to the work
schedule, provided that SAFE provides CONTRACTOR seven (7) days advanced notice of
such addition or deletion. Travel time to and from the beat will be at the expense of the
CONTRACTOR.
3.1.3 Change Orders. At any time during the term of this Contract, SAFE
reserves the right to adjust beat specifications to better accommodate demand for the Services,
or availability of funding, at no cost to SAFE. Adjustments may include reduction in the hours
21
Agreement No. 22-45-085-00
of Services. SAFE may direct such adjustments during the course of this Contract through
written change orders, signed by SAFE, setting forth any changes to Exhibit “A”. Changes may
include a change of the specified beat(s) to other beats that SAFE determines better serve the
needs of SAFE, as well as changes to schedules and hours for the beats set forth in Exhibit
“A”. If warranted, as determined in SAFE’s sole discretion, and during the hours of operation
of the Services, the CONTRACTOR may be requested to temporarily reassign his/her FSP
operators/trucks to locations outside the assigned beat. Such reassignments shall be at no
cost to SAFE.
3.1.4. The SOP Manual. To promote a safe work environment and for the
maintenance of professionalism, the most current version of the SOP manual shall, at all times,
be followed by the CONTRACTOR and its vehicle operators. The SOP manual, as such manual
may from time to time be amended, is incorporated into this Contract by reference.
CONTRACTOR shall be notified and provided with a copy of any changes to the SOP manual.
Drivers found not to be in compliance with FSP procedures, as set forth in the SOP manual or
this Contract, may be suspended or terminated from the FSP program and the CONTRACTOR
may be fined three (3) times the hourly Contract rate in one (1) minute increments until a
replacement vehicle is provided (Driver and Truck must return to beat compliant with all FSP
requirements), or fined for the entire shift at three (3) times the hourly rate at the discretion of
the FSP Field Supervisors.
3.2 Equipment Requirements. CONTRACTOR shall comply with all equipment
requirements outlined in the attached Exhibit “A”.
3.3 Commencement of Services. The CONTRACTOR shall commence work
upon receipt of a written Notice to Proceed from SAFE.
3.4 Term. The term of this Contract shall be for a period of five (5) years, from
April 3, 2023 to March 31, 2028 unless earlier terminated as provided herein. SAFE shall also
have the right to renew this Contract from one month up to a one (1) year term after the initial
term by providing notice as provided below. SAFE must provide written notice to
CONTRACTOR no less than ninety (90) days prior to the end of the applicable term, indicating
its renewal of the Contract. CONTRACTOR shall complete the Services within the term of this
Contract, and shall meet any other established schedules and deadlines. All applicable
indemnification provisions of this Contract shall remain in effect following the termination of this
Contract. The rates shall be as follows:
SCHEDULE OF HOURLY RATES
Classification Years 1-2 Year 3-4 Year 5
Regular Rate $ 103.95 per
hour
$ 109.78 per
hour
$ 113.55 per
hour
CFSP/Extra Rate $ 114.39 per
hour
$ 120.68 per
hour
$ 124.90 per
hour
3.5 SAFE's Representative. SAFE hereby designates the SAFE Executive
Director or his or her designee, to act as its Representative for the performance of this Contract
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Agreement No. 22-45-085-00
("SAFE’s Representative"). SAFE’s Representative shall have the authority to act on behalf of
SAFE for all purposes under this Contract. SAFE's Representative shall also review and give
approval, as needed, to the details of CONTRACTOR's work as it progresses. CONTRACTOR
shall not accept direction or orders from any person other than the SAFE’s Representative or
his or her designee.
3.6 CONTRACTOR’S Representative. CONTRACTOR hereby designates
WILLIAM SALAZAR, PRESIDENT AND CEO, to act as its representative for the performance
of this Contract ("CONTRACTOR’s Representative"). CONTRACTOR’s Representative shall
have full authority to act on behalf of CONTRACTOR for all purposes under this Contract. The
CONTRACTOR’s Representative shall supervise and direct the Services, using his best skill
and attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Contract. CONTRACTOR shall work closely and cooperate fully with SAFE's Representative
and any other agencies which may have jurisdiction over or an interest in the Services.
CONTRACTOR's Representative shall be available to the SAFE staff at all reasonable times.
Any substitution in CONTRACTOR's Representative shall be approved in writing by SAFE's
Representative.
3.7 Substitution of Key Personnel. CONTRACTOR has represented to SAFE
that certain key personnel will perform and coordinate the Services under this Contract. Should
one or more of such personnel become unavailable, CONTRACTOR may substitute other
personnel of at least equal competence upon written approval by SAFE’s Representative. In
the event that SAFE’s Representative and CONTRACTOR cannot agree as to the substitution
of the key personnel, SAFE shall be entitled to terminate this Contract for cause, pursuant to
the provisions of Section 3.15. The key personnel for performance of this Contract are: JUAN
PEREZ, FSP PROGRAM MANAGER.
3.7.1 Availability of FSP Manager. Except in the case of unpreventable
circumstances, the FSP Manager must be available at the CONTRACTOR’s office for at least
50% of each Work Day to address time sensitive issues related to this Contract or the Services,
including, but not limited to, FSP administrative responsibilities; SAFE, CHP, and Caltrans
requests; driver matters; and truck maintenance issues. CONTRACTOR shall, within 24 hours,
notify SAFE of each circumstance causing the FSP Manager not to be available as required
herein. As used in this section, the term “Work Day” shall mean and refer to any day that FSP
service is provided, during those hours of operation for Construction FSP as identified on the
attached Exhibit “A-1”.
3.8 Review of Work and Deliverables. All reports, working papers, and similar
work products prepared for submission in the course of providing Services under this Contract
may be required to be submitted to SAFE's Representative in draft form, and SAFE’s
Representative may require revisions of such drafts prior to formal submission and approval.
In the event that SAFE's Representative, in his or her sole discretion, determines the formally
submitted work product to be inadequate, SAFE's Representative may require CONTRACTOR
to revise and resubmit the work at no cost to SAFE. Upon determination by SAFE that
CONTRACTOR has satisfactorily completed the Services required under this Contract and
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within the term set forth in Section 3.4, SAFE shall give CONTRACTOR a written Notice of Final
Completion. Upon receipt of such notice, CONTRACTOR shall incur no further costs
hereunder, unless otherwise specified in the Notice of Completion. CONTRACTOR may
request issuance of a Notice of Final Completion when, in its opinion, it has satisfactorily
completed all Services required under the provisions of this Contract.
3.9 Appearance at Hearings. If and when required by SAFE, CONTRACTOR
shall render assistance at public hearings or other meetings related to the performance of the
Services.
3.10 Standard of Care: Licenses. CONTRACTOR represents and maintains
that it is skilled in the professional calling necessary to perform all Services, duties and
obligations required by this Contract. CONTRACTOR 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. CONTRACTOR warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the Services
assigned to them. CONTRACTOR further represents and warrants to SAFE that its employees
and subcontractors have all licenses, permits, qualifications (including medical certification) 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 Contract.
CONTRACTOR shall perform, at its own cost and expense and without reimbursement from
SAFE, any services necessary to correct errors or omissions which are caused by the
CONTRACTOR’s failure to comply with the standard of care provided for herein, and shall be
fully responsible to SAFE for all damages and other liabilities provided for in the indemnification
provisions of this Contract arising from the CONTRACTOR’s errors and omissions. Any
employee of CONTRACTOR or its subcontractors who is determined by SAFE to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Services, 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 SAFE, shall be promptly removed from performing the
Services by the CONTRACTOR and shall not be re-employed to perform any of the Services.
3.11 Opportunity to Cure. SAFE may provide CONTRACTOR an opportunity to
cure, at CONTRACTOR's expense, all errors and omissions which may be disclosed during
performance of the Services. Should CONTRACTOR fail to make such correction in a timely
manner, such correction may be made by SAFE, and the cost thereof charged to
CONTRACTOR.
3.12 Inspection of Work. CONTRACTOR shall allow SAFE's Representative to
inspect or review CONTRACTOR's performance of Services in progress at any time.
SAFE/Caltrans/CHP also reserves the right to audit all paperwork demonstrating that
CONTRACTOR participates in an employee alcohol/drug-testing program and the DMV Pull
Notice Program.
3.13 Laws and Regulations. CONTRACTOR shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Services, including all Cal/OSHA requirements, and shall give
all notices required by law. CONTRACTOR shall be solely liable for all violations of such laws
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Agreement No. 22-45-085-00
and regulations in connection with Services. If the CONTRACTOR performs any work knowing
it to be contrary to such laws, rules and regulations and without giving written notice to SAFE,
CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall
defend, indemnify and hold SAFE, their officials, directors, officers, employees and agents free
and harmless, pursuant to the indemnification provisions of this Contract, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.14 Damage Complaints. Upon receiving a damage complaint from a motorist
assisted by the CONTRACTOR, that the CONTRACTOR damaged their vehicle while lending
assistance, the CONTRACTOR shall notify CHP immediately regarding the nature of the
damage complaint and its disposition. The CONTRACTOR shall reply to the motorist by
telephone within twenty-four (24) hours of receiving the damage complaint notification. If
necessary, the CONTRACTOR shall send either his or her authorized representative or his or
her insurance company representative to inspect the vehicle and complete an incident report
within forty-eight (48) hours after receiving the damage complaint. If the investigation shows
that damage to the vehicle could have been caused by the CONTRACTOR, the CONTRACTOR
shall negotiate in good faith to try and resolve the issue and shall report to the CHP the result
of the negotiations. All complaints shall be resolved within a reasonable period of time after
being received.
3.14.1 Complaint Review Committee. The FSP Technical Advisory
Committee (“FSP TAC”) is composed of voting members from CHP, SAFE and Caltrans. Voting
members of the FSP TAC are hereby designated as the members of the Damage Complaint
Review Committee (“DCRC”). If the DCRC finds that justifiable complaints are not resolved
within a reasonable time frame, it can recommend that payment to the CONTRACTOR in the
amount of the damage claim may be deducted from the CONTRACTOR’s monthly invoice.
3.15 Termination.
3.15.1 Notice; Reason. SAFE may, by written notice to CONTRACTOR,
terminate this Contract, in whole or in part, including, without limitation, the geographical
territory covered by this Contract, at any time by giving written notice to CONTRACTOR of such
termination, and specifying the effective date thereof (“Notice of Termination”). Such
termination may be for SAFE’s convenience, due to lack of available funding for the Services,
or because of CONTRACTOR's failure to perform its duties and obligations under this Contract,
including, but not limited to, the failure of CONTRACTOR to timely perform Services pursuant
to the Scope of Services described in Section 3, entitled “Terms,” as well as Section 7 of the
RFP. CONTRACTOR may not terminate this Contract except for cause.
3.15.2 Discontinuance of Services. Upon receipt of the written Notice of
Termination, CONTRACTOR shall discontinue all affected Services as directed in the Notice of
Termination, and deliver to SAFE all Documents and Data, as defined in this Contract, as may
have been prepared or accumulated by CONTRACTOR in performance of the Services,
whether completed or in progress.
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3.15.3 Effect of Termination For Convenience. If the termination is to be for
the convenience of SAFE, SAFE shall compensate CONTRACTOR for Services fully and
adequately provided through the effective date of termination as provided in the Notice of
Termination. Such payment shall include a pro-rated amount of profit, if applicable, up through
such effective date, but no amount shall be paid for anticipated profit on unperformed Services
past such effective date. CONTRACTOR shall provide documentation deemed adequate by
SAFE's Representative to show the Services actually completed by CONTRACTOR prior to the
effective date of termination. This Contract shall terminate on the effective date of the Notice
of Termination.
3.15.4 Effect of Termination for Cause. If the termination is for cause,
CONTRACTOR shall be compensated for those Services which have been fully and adequately
completed and accepted by SAFE as of the effective date of termination as provided in the
Notice of Termination. In such case, SAFE may take over the work and prosecute the same to
completion by contract or otherwise. Further, CONTRACTOR shall be liable to SAFE for any
reasonable additional costs or damages incurred to revise work for which SAFE has
compensated CONTRACTOR under this Contract, but which SAFE has determined in its sole
discretion needs to be revised, in part or whole. Termination of this Contract for cause may be
considered by SAFE in determining whether to enter into future contracts with CONTRACTOR.
3.15.5 Cumulative Remedies. The rights and remedies of the Parties
provided in this Section are in addition to any other rights and remedies provided by law or
under this Contract.
3.15.6 Procurement of Similar Services. In the event this Contract is
terminated, in whole or in part, as provided by this Section, SAFE may procure, upon such
terms and in such manner as it deems appropriate, services similar to those terminated.
3.15.7 Waivers. CONTRACTOR, in executing this Contract, recognizes
that the Services may be terminated, in whole or in part, as provided in this Section.
CONTRACTOR shall not be entitled to any damages including, but not limited to, any
compensation for costs incurred to procure vehicles, meet the terms for providing the Services,
or for any other costs or expenses, and shall be deemed to have waived any and all claims for
damages, costs or expenses which may otherwise arise from SAFE's termination of this
Contract, for convenience or cause, as provided in this Section.
3.15.8 Authorization to Terminate. The Executive Director of SAFE shall
have the full authority and discretion to exercise SAFE’s rights under this Section 3.15, entitled
“Termination”.
3.16 Trend Meetings. CONTRACTOR shall attend, or send a designated
management-level representative, to all trend meetings (i.e., required FSP TAC meeting which
meets every other month). These trend meetings will encompass focused and informal
discussions concerning, but not limited to: scope, Services, schedule, current progress of
Services, relevant cost issues, and future objectives. CONTRACTOR shall be responsible for
having a representative attend all meetings (i.e., FSP TAC meetings) that has the ability to
make management-level decisions on the behalf of the CONTRACTOR. If the CONTRACTOR
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cannot have a management-level representative at a meeting, CONTRACTOR shall notify
SAFE and CHP prior to the meeting. Management-level attendance at these meetings shall be
considered part of the CONTRACTOR’s contractual responsibility. Meetings are scheduled,
and CONTRACTOR will be notified of such schedule, no later than three (3) working days prior
to the meeting.
3.17 Fees and Payment.
3.17.1 Amount to be Paid. Subject to the provisions set forth below for
Services satisfactorily performed hereunder, SAFE shall pay the CONTRACTOR on a fixed unit
rate basis a ceiling price NOT TO EXCEED THREE MILLION THREE HUNDRED FIFTY-
SEVEN THOUSAND THREE HUNDRED THIRTY DOLLARS ($3,357,330).
3.17.2 Maximum Payment is the Ceiling Price. SAFE shall not be obligated
to pay costs which exceed the ceiling price set forth above, except as provided in Sections 3.15
and 3.17.10. CONTRACTOR agrees to use its best efforts to perform the services and all
obligations under this Contract within such ceiling price.
3.17.3 Hourly Rate; Break and Meal Periods. For its performance of the
Services, the CONTRACTOR shall be paid for labor expended directly in the performance of
the Services at the rates specified below. Payments shall be made monthly in arrears based
on Services provided and allowable incurred expenses. The CONTRACTOR shall not be
entitled to reimbursements for any expenses unless approved in advance in writing.
SCHEDULE OF HOURLY RATES
Classification Year 1 Year 2 Year 3 Year 4 Year 5
Regular Rate $ 103.95 per
hour
$ 103.95 per
hour
$ 109.78 per
hour
$ 109.78 per
hour
$ 113.55 per
hour
CFSP/Extra Rate $ 114.39 per
hour
$ 114.39 per
hour
$ 120.68 per
hour
$ 120.68 per
hour
$ 124.90 per
hour
Hourly rates may be adjusted as set forth in Chapter 9, Violations/Penalties, of the FSP
Standard Operating Procedures (SOP).
A) CONTRACTOR is responsible for compliance with all
California labor laws related to break periods and meal periods including, but not limited to,
compliance with Labor Code section 512. CONTRACTOR shall be solely responsible for
any additional pay to which its drivers may be entitled for CONTRACTOR’s failure to comply
with the California labor law requirements.
B) During shifts that require drivers to be provided a 30-
minute meal period break pursuant to Labor Code section 512, CONTRACTOR shall either
make arrangements for another certified driver to provide Services during those breaks or
not be compensated for each 30-minute meal period break during which Services are not
provided. In no case shall CONTRACTOR be entitled to bill RCTC for time during which a
driver is taking a meal period break.
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3.17.4 Payment Coverage. The compensation herein above specified will
cover and include all applicable labor surcharges such as taxes, insurance and fringe benefits,
as well as indirect costs, overhead, general and administrative expense, and profit.
3.17.5 Cost Principles.
A) CONTRACTOR agrees to comply with 2 CFR, Part 225, Cost
Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards.
B) CONTRACTOR agrees that 1) Contract Cost Principles and
Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq.,
shall be used to determine the allowability of individual cost items, and 2) CONTRACTOR
shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards.
C) Any costs for which CONTRACTOR has received payment
or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 225,
48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by CONTRACTOR
to SAFE. Should CONTRACTOR fail to reimburse moneys due SAFE within 30 days of
demand, or within such other period as may be agreed in writing between the Parties hereto,
SAFE is authorized to intercept and withhold future payments due CONTRACTOR from
SAFE or any third-party source, including, but not limited to, the State Treasurer, the State
Controller, and the California Transportation Commission.
3.17.6 Fines. Fines for starting late; leaving early; taking more breaks
than authorized; or being ordered out of service by a CHP, SAFE Representative or Caltrans
supervisor for Contract infractions shall be deducted from the CONTRACTOR’s monthly
invoice at five (5) times the hourly rate, plus the loss of revenue for the down time. Fines
may be further described in the attached Exhibit “A” or Exhibit “B”.
3.17.7 Accounting System. CONTRACTOR 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
CONTRACTOR 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.
3.17.8 Invoices. Invoices for CONTRACTOR’s Services shall be submitted
monthly on forms approved by SAFE. Invoices will be routinely verified by CHP. To ensure
prompt payment, most billing disputes may be resolved within ten (10) working days of written
notice of dispute. However, at SAFE’s discretion, reconciliation of disputed fines that sum to
less than 2% of the months’ Invoice may be corrected on the next month’s Invoice to ensure
prompt payment of the major portion of the invoice. Each Invoice shall include a cover sheet
bearing a certification as to the accuracy of the statement signed by the CONTRACTOR’s
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Agreement No. 22-45-085-00
authorized officer. Invoices shall be mailed to SAFE’s Contract Administrator at the following
address:
Riverside County Service Authority for Freeway Emergencies
FSP Program
P.O. Box 12008
Riverside, CA
92502-2208
Attn: Brian Cunanan
3.17.8.1 Monthly Progress Reports. As part of its Invoice,
CONTRACTOR shall submit a Monthly Progress Report, in a form determined by SAFE, which
will cover the Invoice period and include spreadsheets showing hours expended for each day
of the month per vehicle per beat, and the total for the term of the Contract to date. Submission
of such Monthly Progress Report by CONTRACTOR shall be a condition precedent to receipt
of payment from SAFE for each monthly Invoice submitted.
3.17.8.2 Payment Schedule. Invoice periods shall be based
upon a calendar month, beginning with the first day of the month. SAFE shall reimburse
CONTRACTOR for Services adequately provided under this Contract within thirty (30) days of
receiving the current period invoice with no errors. If the Invoice is completed incorrectly by the
CONTRACTOR it will delay payment. If SAFE fails to pay any amount owed to CONTRACTOR
under this Contract within thirty (30) days after receipt of the invoice, CONTRACTOR may give
SAFE a notice of failure to pay which shall set forth the invoice(s) and amount(s) which
CONTRACTOR believes are thirty (30) days overdue. SAFE shall pay any undisputed
invoice(s) and amount(s) within thirty (30) days of receipt of a notice of failure to pay.
3.17.9 Right to Audit. For the purpose of determining compliance with this
Contract and other matters connected with the performance of CONTRACTOR’s contracts with
third parties, CONTRACTOR and its subcontractors shall each maintain and make available for
inspection all books, documents, papers, accounting records, and other evidence pertaining to
the performance of such contracts, including, but not limited to, the costs of administering those
various contracts. All of the above referenced parties shall make such materials available at
their respective offices at all reasonable times for three years from the date of final payment of
Funds to CONTRACTOR. SAFE, the State of California acting through the Department of
Transportation or its duly authorized representative, the California State Auditor, or the United
States Department of Transportation shall each have access to any books, records, and
documents that are pertinent for audits, examinations, excerpts, and transactions, and
CONTRACTOR shall furnish copies thereof if requested.
3.17.10 Taxes. CONTRACTOR shall pay any sales, use, or other taxes,
if any, attributable to the provision of the Services.
3.17.11 Travel and Subsistence. Payments to CONTRACTOR 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. If the rates invoiced are in excess
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Agreement No. 22-45-085-00
of those authorized DPA rates, then CONTRACTOR is responsible for the cost difference and
any overpayments shall be reimbursed to SAFE on demand.
3.17.12 Employment Adverse to the SAFE. CONTRACTOR shall notify
SAFE, and shall obtain SAFE’s written consent, prior to accepting work to assist with or
participate in a third-party lawsuit or other legal or administrative proceeding against SAFE
during the term of this Contract.
3.17.13 Extra Work. At any time during the term of this Contract, SAFE
may request CONTRACTOR to perform Extra Work. “Extra Work” shall mean any work which
is determined by SAFE to be necessary for proper completion of the Services, but which the
Parties did not reasonably anticipate would be necessary at the time of the execution of this
Contract and was not included in the Scope of Services. Extra Work, if any, shall be reimbursed
at the same hourly rate as identified in Section 3.17.3. CONTRACTOR shall not perform, nor
be compensated for Extra Work without obtaining authorization in the form of a written Extra
Work Order issued by SAFE’s Representative. For instance, Construction FSP services as it
relates to construction activity can be considered Extra Work. In the event an Extra Work Order
is not issued and signed by SAFE’s Representative, CONTRACTOR shall not provide such
Extra Work. However, no compensation or reimbursement for Extra Work shall be paid if it is
not authorized by SAFE and if the cumulative total of such Extra Work under the Contract
exceeds $25,000. All Extra Work in a cumulative total in excess of $25,000 must be approved
in advance by amendment to this Contract.
3.17.13.1 Extra Work Cancellation Policy. If a tow operator is
scheduled for Extra Work and they are notified of a cancellation with LESS than a 24 hour
notice – then the tow operator will be reimbursed for three (3) hours of the agreed upon
contract hourly rate. Note: The minimum of the three (3) hours should cover eight hours of the
drivers’ hourly wage. Starting with “Less than a 24 hour cancellation notice” up to the time the
tow operator is on the assigned Extra Work Beat, the “three contract hour cancellation rate”
remains the same. Once the tow operator is on the Extra Work Beat, the cancellation policy
changes.
If a tow operator begins the Extra Work (the truck is on the Beat) and is then notified that Extra
Work has been cancelled, the FSP operator will be paid for the entire shift period up to a
maximum of eight (8) hours. A shift period for this policy is defined as: the time period of the
actual Extra Work shift assigned or for a maximum of eight (8) contract hours, whichever is less.
The supervising FSP CHP Officer for the Extra Work shift will make the final determination as
to whether or not the tow operator will continue to work the Extra Work shift. Regardless, the
tow operator will be reimbursed for the original shift period or a maximum or eight (8) hours,
whichever is less.
3.17.14 Most Favored Customer. CONTRACTOR agrees that, throughout
the term of this Contract, it shall not enter into any FSP services agreement with any
government agency with whom it has either existing contractual relationship or has no
contractual relationship that predates this Contract, pursuant to which CONTRACTOR agrees
to charge FSP services fees less than those as indicated in this Contract for substantially the
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Agreement No. 22-45-085-00
same level of FSP services contemplated by this Contract. Should SAFE establish that such
lower fees have been agreed to by CONTRACTOR with another government agency,
CONTRACTOR agrees to renegotiate the fees or to refund SAFE an amount equal to the
difference between the fees indicated in this Contract and the fees charged to other government
agency customer.
3.18 Delay in Performance.
3.18.1 Excusable Delays. Neither Party shall be considered in default in
the performance of its obligations to the extent that the performance of any such obligation is
prevented or delayed by an Excusable Delay. Should CONTRACTOR be delayed or prevented
from the timely performance of any act or Services required by the terms of the Contract by an
Excusable Delay, Contractor’s schedule for completion of tasks affected by such delay may be
extended as set forth in Section 3.18.2. But in every case, CONTRACTOR’s failure to perform
must be reasonably beyond the control, and without the fault or negligence of the
CONTRACTOR. Excusable Delays are acts of God or of the public enemy, acts or omissions
of SAFE or other governmental agencies in either their sovereign or contractual capacities,
fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe
weather.
3.18.2 Written Notice. If CONTRACTOR believes it is entitled to an
extension of time due to conditions set forth in subsection 3.18.1, CONTRACTOR shall provide
written notice to the SAFE within seven (7) working days from the time CONTRACTOR knows,
or reasonably should have known, that performance of the Services will be delayed due to such
conditions. Failure of CONTRACTOR to provide such timely notice shall constitute a waiver by
CONTRACTOR of any right to an excusable delay in time of performance.
3.18.3 Mutual Contract. Performance of any Services under this Contract
may be delayed upon mutual agreement of the Parties. Upon such agreement,
CONTRACTOR's Schedule of Services (as defined in their Proposal) shall be extended as
necessary by SAFE. CONTRACTOR shall take all reasonable steps to minimize delay in
completion, and additional costs, resulting from any such extension.
3.19 Status of CONTRACTOR/Subcontractors.
3.19.1 Independent Contractor. The Services shall be performed by
CONTRACTOR or under its supervision. CONTRACTOR will determine the means, methods
and details of performing the Services subject to the requirements of this Contract. SAFE
retains CONTRACTOR on an independent contractor basis and not as an employee, agent or
representative of the SAFE. CONTRACTOR retains the right to perform similar or different
services for others during the term of this Contract. Any additional personnel performing the
Services under this Contract on behalf of CONTRACTOR shall at all times be under
CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries
and other amounts due such personnel in connection with their performance of Services and
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Agreement No. 22-45-085-00
as required by law. CONTRACTOR 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.
3.19.2 Assignment or Transfer. CONTRACTOR shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Contract or any interest
herein, without the prior written consent of SAFE. 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. Notwithstanding the foregoing, SAFE
may transfer or assign any and all of its rights and obligations under this Contract, including,
without limitation the rights to terminate this Contract, as assigned, pursuant to Section 3.15
hereof.
3.19.3 Subcontracting. CONTRACTOR shall not subcontract any portion
of the work or Services required by this Contract, except as expressly stated herein, including
the Scope of Services, without prior written approval of the SAFE. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Contract. SAFE shall
have no liability to any subconsultant(s) for payment for services under this Contract or other
work performed for CONTRACTOR, and any subcontract entered into by CONTRACTOR
pursuant to the conduct of services under this Contract shall duly note that the responsibility for
payment for the technical services or any other work performed shall be the sole responsibility
of CONTRACTOR.
3.20 CONTRACTOR will maintain an inventory of all non-expendable
equipment, defined as having a useful life of at least two years and an acquisition cost of $500
or more, paid for with funds provided pursuant to this Contract.
3.21 Ownership of Materials and Confidentiality.
3.21.1 Documents & Data; Licensing of Intellectual Property. All 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, spreadsheets, or data magnetically or otherwise recorded on computer diskettes,
prepared by or on behalf of CONTRACTOR under this Contract (“Documents and Data”), shall
be made available to SAFE at all times during this Contract and shall become the property of
SAFE upon the completion of the term of this Contract, except that CONTRACTOR shall have
the right to retain copies of all such Documents and Data for its records. Should
CONTRACTOR, either during or following termination of this Contract, desire to use any
Documents and Data, it shall first obtain the written approval of SAFE. This Contract creates a
no-cost, nonexclusive, and perpetual license for SAFE to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in the
Documents and Data which are prepared or caused to be prepared by CONTRACTOR under
this Contract (“Intellectual Property”). CONTRACTOR shall require all subcontractors to agree
in writing that SAFE is granted a no-cost, nonexclusive, and perpetual license for any
Intellectual Property the subcontractor prepares under this Contract. CONTRACTOR
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Agreement No. 22-45-085-00
represents and warrants that CONTRACTOR has the legal right to license any and all
Intellectual Property prepared or caused to be prepared by CONTRACTOR under this Contract.
SAFE shall not be limited in any way in its use of the Intellectual Property at any time, provided
that any such use not within the purposes intended by this Contract shall be at SAFE's sole
risk.
3.21.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to CONTRACTOR in
connection with the performance of this Contract shall be held confidential by CONTRACTOR
to the extent permitted by law, including, without limitation, the California Public Records Act,
Government Code section 6250 et seq. Such materials shall not, without the prior written
consent of SAFE, be used by CONTRACTOR for any purposes other than the performance of
the Services as provided herein. Nor shall such materials be disclosed to any person or entity
not connected with the performance of the Services, except as provided herein. Nothing
furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally
known, or becomes known, to the related industry shall be deemed confidential.
CONTRACTOR shall not use SAFE's name or insignia, photographs, or any publicity pertaining
to the Services in any magazine, trade paper, newspaper, television or radio production, or
other similar medium without the prior written consent of SAFE.
3.22 Indemnification. CONTRACTOR shall indemnify and hold SAFE,
COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, contractors,
consultants, employees, and volunteers free and harmless from any and all claims, demands,
causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to
property or persons, including wrongful death, in any manner arising out of, or incident to, any
acts, omissions, or willful misconduct of the CONTRACTOR, its officials, officers, employees,
agents, consultants, and contractors arising out of or in connection with the performance of the
Services or this Contract, including without limitation, the payment of all consequential damages
and other related costs and expenses. CONTRACTOR shall defend, at CONTRACTOR’s own
cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of
every kind that may be brought or instituted against SAFE, COMMISSION, CHP, Caltrans or
their directors, officials, officers, agents, contractors, consultants, employees, and volunteers.
CONTRACTOR shall pay and satisfy any judgment, award, or decree that may be rendered
against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents,
consultants, employees, and volunteers, in any such suit, action, or other legal proceeding.
CONTRACTOR shall reimburse SAFE, COMMISSION, CHP, Caltrans and their directors,
officials, officers, agents, consultants, employees, and volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. CONTRACTOR’s obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the CONTRACTOR, SAFE, COMMISSION, CHP,
Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers.
3.23 Insurance.
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3.23.1 Time for Compliance. CONTRACTOR shall not commence work
under this Agreement until it has provided evidence satisfactory to SAFE that it has secured all
insurance required under this section, in a form and with insurance companies acceptable to
SAFE. In addition, CONTRACTOR shall not allow any subcontractor to commence work on
any subcontract until it has secured all insurance required under this section.
3.23.2 Minimum Requirements. CONTRACTOR shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the CONTRACTOR, its agents, representatives, employees or
subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall meet at
least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad
as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001 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.
(B) Minimum Limits of Insurance. CONTRACTOR shall maintain limits
no less than:
(i) General Liability:
Per occurrence: $2,000,000
Project Specific Aggregate: $4,000,000
Products/Completed Operations: $1,000,000
Personal Injury Limit: $1,000,000
(ii) Automobile Liability: $1,000,000 per accident for bodily injury and
property damage; and
(iii) Workers’ Compensation and Employer’s Liability: Workers’
Compensation limits as required by the Labor Code of the State of California. Employer’s
Practices Liability limits of $1,000,000 per accident.
3.23.3 On-Hook Insurance & Garage Keepers Liability Coverage.
(A) CONTRACTOR shall maintain a policy of On-Hook Towing
Insurance to include the care, custody or control exposure present while vehicles are being
serviced roadside, on-hook, or in a storage yard for not less than one hundred thousand dollars
($100,000).
(B) CONTRACTOR shall maintain a policy of Garage Keepers Liability
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Insurance which shall include coverage for vehicles in the care, custody and control of the
CONTRACTOR with limits of liability not less than $500,000 per occurrence for property
damage.
3.23.4 Insurance Endorsements. The insurance policies shall contain the
following provisions, or CONTRACTOR shall provide endorsements on forms approved by
SAFE to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must include coverage for
(1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3)
premises/operations liability; (4) products/completed operations liability; (5) aggregate limits
that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7)
contractual liability with respect to this Agreement; (8) broad form property damage; and (9)
independent consultants coverage.
(ii) The policy 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 SAFE, COMMISSION, CHP, Caltrans and their
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 SAFE, COMMISSION, CHP, 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) SAFE, COMMISSION, CHP, 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 CONTRACTOR or for which the CONTRACTOR is responsible; and (2) the
insurance coverage shall be primary insurance as respects SAFE, COMMISSION, CHP,
Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand
in an unbroken chain of coverage excess of the CONTRACTOR’s scheduled underlying
coverage. Any insurance or self-insurance maintained by SAFE, COMMISSION, CHP,
Caltrans or their directors, officials, officers, employees and agents shall be excess of the
CONTRACTOR’s insurance and shall not be called upon to contribute with it in any way.
(C) Workers’ Compensation and Employers Liability Coverage.
(i) CONTRACTOR 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
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Agreement No. 22-45-085-00
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
SAFE, its directors, officials, officers, employees and agents for losses paid under the terms of
the insurance policy which arise from work performed by the CONTRACTOR.
(D) All Coverages.
(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 SAFE, its
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 SAFE, COMMISSION, CHP,
and Caltrans (if agreed to in a written contract or agreement) before SAFE, COMMISSION,
CHP or Caltrans 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) CONTRACTOR shall provide SAFE at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
CONTRACTOR 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 CONTRACTOR shall deliver renewal
certificate(s) including the General Liability Additional Insured Endorsement to SAFE 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. CONTRACTOR shall maintain such coverage continuously
for a period of at least three years after the completion of the work under this Agreement.
CONTRACTOR 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
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Agreement No. 22-45-085-00
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 CONTRACTOR, and any approval of said insurance by SAFE,
is not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the CONTRACTOR 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, SAFE has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by SAFE will be promptly reimbursed by CONTRACTOR or
SAFE will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the
alternative, SAFE may cancel this Agreement. SAFE may require the CONTRACTOR to
provide complete copies of all insurance policies in effect for the duration of the Project.
(viii) Neither SAFE, COMMISSION, CHP, Caltrans nor any of their
directors, officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
Each insurance policy required by this Agreement shall be endorsed to
state that:
3.23.5 Deductibles and Self-Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by SAFE. If SAFE does not approve
the deductibles or self-insured retentions as presented, CONTRACTOR shall guarantee that,
at the option of SAFE, either: (1) the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects SAFE, its directors, officials, officers, employees and agents; or,
(2) the CONTRACTOR shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.23.6 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A: VIII, licensed to do business in California, and
satisfactory to SAFE.
3.23.7 Verification of Coverage. CONTRACTOR shall furnish SAFE with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to SAFE. 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 SAFE before work
commences. SAFE reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.23.8 Subcontractor Insurance Requirements. CONTRACTOR shall not
allow any subcontractors to commence work on any subcontract until they have provided
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evidence satisfactory to SAFE that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subcontractors shall be endorsed to name SAFE, COMMISSION, CHP and Caltrans as
additional insureds using ISO form CG 20 38 04 13 or an endorsement providing the exact
same coverage. If requested by CONTRACTOR, SAFE may approve different scopes or
minimum limits of insurance for particular subcontractors or subcontractors.
3.23.9 Review of Coverage. SAFE retains the right at any time to review
the coverage, form and amount of insurance required herein and may require CONTRACTOR
to obtain additional insurance reasonably sufficient in coverage, form, amount to provide
adequate protection against the kind and extent of risk which exists at the time of change in
insurance required.
3.23.10 Safety. CONTRACTOR shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
CONTRACTOR shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work is to
be performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment, and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.24 Prohibited Interests.
3.24.1 Solicitation. CONTRACTOR maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for CONTRACTOR, to solicit or secure this Contract. Further, CONTRACTOR warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide employee
working solely for CONTRACTOR, any fee, percentage, brokerage fee, gift, or other
consideration contingent upon or resulting from the award or making of this Contract. For
breach or violation of this warranty, SAFE shall have the right to rescind this Contract without
liability.
3.24.2 Conflict of Interest. For the term of this Contract, no member, officer
or employee of SAFE, during the term of his or her service with SAFE, shall have any direct
interest in this Contract, or obtain any present or anticipated material benefit arising therefrom.
3.24.3 Conflict of Employment. Employment by the CONTRACTOR of
personnel currently on the payroll of SAFE shall not be permitted in the performance of this
Contract, 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
CONTRACTOR of personnel who have been on SAFE payroll within one year prior to the date
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of execution of this Contract, where this employment is caused by, and or dependent upon, the
CONTRACTOR securing this or related Contracts with SAFE, is prohibited.
3.25 Nondiscrimination; Equal Opportunity Employment. CONTRACTOR shall
not deny any benefits of this Contract on the basis of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and
veteran status, nor shall CONTRACTOR unlawfully discriminate, harass, or allow harassment
against any subcontractor, employee or applicant for employment because of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status.
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. Employment and Housing Act (Gov. Code Section 12900 et seq.) and
the applicable regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, Section 7285.0 et
seq.): The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of
the California Administrative Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of
the California Administrative Code are incorporated into this Contract by reference and made a
part hereof as if set forth in full. CONTRACTOR shall include the provisions of this Section in
all of CONTRACTOR’s subcontracts with respect to work under this Agreement, unless
exempted by the Regulations. CONTRACTOR shall also comply with all relevant provisions of
SAFE's Minority Business Enterprise program, Affirmative Action Plan, or other related SAFE
programs or guidelines currently in effect or hereinafter enacted.
3.26 Right to Employ Other CONTRACTORs. SAFE reserves the right to
employ other CONTRACTORs in connection with the Services.
3.27 Governing Law. The validity of this Contract and of any of its terms or
provisions, as well as the rights and duties of the parties hereunder, shall be governed by and
construed with the laws of the State of California.
3.28 Venue. The Parties acknowledge and agree that this Contract was entered
into and intended to be performed in Riverside County, California. The Parties agree that the
venue for any action or claim brought by any Party will be the Central District of Riverside
County. Each Party hereby waives any law or rule of court which would allow them to request
or demand a change of venue. If any action or claim concerning this Contract is brought by any
third party, the Parties agree to use their best efforts to obtain a change of venue to the Central
District of Riverside County.
3.29 Time of Essence. Time is of the essence for each and every provision of
this Contract.
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3.30 Headings. Article and section headings, paragraph captions, or marginal
headings contained in this Contract are for convenience only and shall have no effect in the
construction or interpretation of any provision herein.
3.31 Notices. All notices hereunder and communications regarding
interpretation of the terms of this Contract or changes thereto shall be given to the respective
Parties at the following addresses, or at such other addresses as the respective Parties may
provide in writing for this purpose:
CONTRACTOR:
Royal Coaches Auto
Body and Towing
14827 Ramona Blvd
Baldwin Park, CA 91706
Attn: William Salazar
SAFE:
Riverside County Service Authority
for Freeway Emergencies
FSP Program
P.O. Box 12008
Riverside, CA
92502-2208
Attn: Brian Cunanan
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.32 Electronic Delivery of Agreement. A manually signed copy of this
Agreement which is transmitted by facsimile, email or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original executed copy of the
Agreement for all purposes.
3.33 Amendment or Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.34 Entire Contract. This Agreement contains the entire Agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations, contracts or
understandings.
3.35 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.36 No Waiver. Failure of CONTRACTOR 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.
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3.37 Eight-Hour Law. Pursuant to the provisions of the California Labor Code,
eight hours of labor shall constitute a legal day's work, and the time of service of any worker
employed on the work shall be limited and restricted to eight hours during any one calendar
day, and forty hours in any one calendar week, except when payment for overtime is made at
not less than one and one-half the basic rate for all hours worked in excess of eight hours per
day ("Eight-Hour Law"), unless CONTRACTOR or the Services are not subject to the Eight-
Hour Law. CONTRACTOR shall forfeit to SAFE 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 CONTRACTOR or the
Services are not subject to the Eight-Hour Law.
3.38 Subpoenas or Court Orders. Should CONTRACTOR receive a subpoena or
court order related to this Agreement, the Services or the Project, CONTRACTOR shall
immediately provide written notice of the subpoena or court order to the SAFE. CONTRACTOR
shall not respond to any such subpoena or court order until notice to the SAFE is provided as
required herein and shall cooperate with the SAFE in responding to the subpoena or court
order.
3.39 Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited to, the
indemnification and confidentiality obligations, and the obligations related to receipt of
subpoenas or court orders, shall survive any such expiration or termination.
3.40 Counterparts. This Agreement may be signed in one or more counterparts,
any one of which shall be effective as an original document.
3.41 Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
3.42 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.
In the event the standards set forth in this Agreement conflict with the standards set forth in any
exhibit hereto, the higher standard shall govern.
3.43 Attorneys' Fees and Costs. If any legal action is instituted to enforce or
declare any Party's rights hereunder, each Party, including the prevailing Party, must bear its
own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys'
fees directly arising from any third party legal action against a Party hereto and payable under
Section 3.21, Indemnification.
3.44 Consent. Whenever consent or approval of any Party is required under
this Contract, that Party shall not unreasonably withhold nor delay such consent or approval.
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3.45 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
[Signatures on following page]
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Agreement No. 22-45-085-00
SIGNATURE PAGE
TO AGREEMENT 22-45-085-00
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
herein written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION ROYAL COACHES AUTO BODY AND
ACTING AS THE AND TOWING
RIVERSIDE COUNTY SERVICE
AUTHORITY FOR FREEWAY
EMERGENCIES
By: ____________________________ By: _____________________________
RCTC Chair
_____________________________
Name
_____________________________
Title
APPROVED AS TO FORM: Attest:
By: ____________________________ By: ____________________________
Best Best & Krieger LLP,
Counsel to the Riverside County Its: Secretary
Service Authority for
Freeway Emergencies
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Agreement No. 22-45-085-00
EXHIBIT “A”
Scope of Services
Beat 19 & 19
1.0 GENERAL INFORMATION
1.1 Background & Introduction
In 1986, the Commission established itself as the Riverside County Service Authority for
Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of
the formation of SAFEs in California was to provide call box services and, with excess funds,
provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar
per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds
were used only for the call box program. As additional motorist aid services were
developed, SAFE funds were also used to provide Freeway Service Patrol (FSP) and the
Inland Empire 511 traveler information services as part of a comprehensive motorist aid
system in Riverside County.
In 1990, Proposition C was passed to fund transportation improvements and to help reduce
traffic congestion in California. From this, the FSP program was created by Caltrans, which
developed the corresponding Local Funding Allocation Plan to distribute funds to
participating jurisdictions. In addition to funding received from Caltrans, agencies are
required to contribute a 25 percent local match. For the Commission, SAFE revenues are
used to meet this match requirement.
The Commission, acting in its capacity as the SAFE, is the principal agency in Riverside
County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the
FSP program. The purpose of the FSP program is to provide a continuously roving tow
services patrol along designated freeway segments (referred to as beats) to relieve freeway
congestion and facilitate the rapid removal of disabled vehicles and those involved in minor
accidents on local freeways. Contracts to provide FSP tow service are competitively bid as
needed for each beat.
1.2 Project Description
The purpose of the FSP program is to provide a continuous roving patrol for the rapid
removal of disabled vehicles and those involved in minor accidents from the freeway.
Where traffic conditions permit, safe removal of small debris will be required. Vehicle
operators shall be responsible for clearing the freeway of automobiles, small trucks, and
small debris. When and where conditions warrant, service may be executed on the freeway
shoulders. Where conditions do not warrant, vehicle operators will remove the vehicles
from the freeway to provide service. FSP vehicles shall continuously patrol their assigned
beat, respond to CHP calls for Services, use the designated turnaround locations, and use
the CHP identified designated drop locations.
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FSP vehicle operators may be required to perform minor services such as change flat tires,
provide "jump" starts, provide one gallon of gasoline or diesel fuel, temporarily tape cooling
system hoses, and refill radiators in a safe and efficient manner. Vehicle operators may
spend a maximum of ten (10) minutes per disablement in attempting to mobilize a vehicle.
If a disabled vehicle cannot be mobilized within the ten-minute (10) time limit, it shall be
towed to a designated drop location identified by the CHP. The motorist can request the
FSP vehicle operator to call the CHP Communications Center to request a CHP rotational
tow or other services. FSP vehicle operators shall not be allowed to tow as an independent
contractor from an incident that occurred during the FSP shift unless called as a rotation
tow by CHP after the FSP shift has ended. If called as a rotation tow after a FSP shift, the
vehicle operator must remove all FSP markings such as vests, uniforms, and magnetic
vehicle signage.
There may be some instances where FSP operators may be requested to provide assistance
to CHP officers. FSP operators shall follow the instructions of the CHP officer at the scene
of any incident within the scope of the FSP program.
All FSP services shall be provided at no cost to the motorist. FSP vehicle operators shall not
accept gratuities, perform secondary towing services, recommend secondary tows, or
recommend repair/body shop businesses.
Freeway Service Patrol hours of operation are 5:30 a.m. to 8:30 a.m. and 2:30 p.m. to 6:30
p.m., Monday through Thursday; and 5:30 a.m. to 8:30 a.m. and 12:30 p.m. to 6:30 p.m. on
Friday. Select beat(s) may also have weekend (10:00 a.m. to 6:00 p.m.) and/or weekday
mid-day service (time between AM/PM shifts) schedules. Contractor vehicles shall be
exclusively dedicated to the service during FSP service hours. All vehicle maintenance
activities shall be conducted during non-service hours.
The FSP operates on selected freeway segments referred to as “Beats”. Each Beat has
specific turnaround locations and designated drop locations identified by the California
Highway Patrol (CHP). The Scope of Services (Section 2.0) hereunder identifies the specific
limits, number of tow trucks, number of back-up trucks, hours of operation, and tentative
holidays on which the cost of each beat shall be based. RCTC reserves the right to add or
delete holidays to the work schedule. Travel time to and from the Beat will be at the expense
of the Contractor.
To be awarded a contract, a Contractor must have a tow facility within close
proximity to the service area, have been in business as a tow service operator for a
minimum of five (5) years, and have a minimum of one (1) full year experience
working under contract/agreement and in good standing within the last three (3)
years with any type of law enforcement agency.
A Contractor with no prior FSP experience shall be considered NEW and may only be
awarded one FSP beat. A Contractor that has been terminated for cause from any FSP
contract within the state shall not be eligible to participate in the Riverside County FSP
program. A NEW Contractor, who remains in good standing, as determined by FSP
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Agreement No. 22-45-085-00
management, may be considered for additional beat awards in future procurements. An
existing Contractor that is not in good standing as determined by information received by
the FSP management staff at the time of their proposal may, at the discretion of FSP
management, be limited to the number of beats the Contractor is awarded, including not
being awarded any beats.
FSP Management Staff reserves the right to limit the number of beats awarded to one
Contractor.
At any time during the contract's term, RCTC reserves the right to adjust Beat specifications
and Beat hours to better accommodate demand for the service, or the availability of funding.
These changes can occur during the course of the contract through written change orders.
If warranted during the service hours of operation, the Contractor may be requested to
temporarily reassign his/her FSP operators/trucks to locations outside its assigned Beat.
Tow Operators may be permitted to do this only upon CHP and/or RCTC approval. FSP
vehicle operators shall follow the instructions of the CHP officer at the scene of any incident
within the scope of the FSP program.
The contract start date for Beats 18 & 19 is September 14, 2022. The first day of FSP
service is Monday, April 3, 2023. This is a 5-year contract that expires on March 31,
2028.
If awarded a contract, the Contractor shall have one hundred ninety-four (194) calendar
days for Beats 18 & 19, after the notice of award (notice of award tentatively expected on
or around September 14, 2022), in which to acquire the required equipment and hire and
train vehicle operators. The Contractor shall have the appropriate number of primary and
back-up trucks ready for equipment installation and CHP inspection no later than March 20,
2023. Any company that cannot meet the above-mentioned requirements shall not be
awarded the contract(s).
2.0 Beat Description/Summary
FSP operates on selected freeway segments referred to as “beats”. Each beat has specific
turnaround locations and designated drop locations identified by the CHP. The specific
limits, number of tow trucks, number of back-up trucks and hours of operation, including
the holiday schedule, are detailed below. SAFE reserves the right to add or delete holidays
to the work schedule, provided that SAFE provides CONTRACTOR seven (7) days advanced
notice of such addition or deletion. Travel time to and from the beat will be at the expense
of the CONTRACTOR.
At any time, SAFE reserves the right to adjust beat specifications to better accommodate
demand for the Services, or availability of funding. These changes can occur during the
course of this Contract through written change orders. If warranted and during the hours
of operation of the Services, the CONTRACTOR may be requested to temporarily reassign
his/her FSP operators/trucks to locations outside the assigned beat.
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FSP
Contract
Beat #
Beat Description
One-Way
Length in
Miles
# Primary
FSP Trucks
in both AM
and PM
#
Backup
FSP
Trucks
18 & 19
Beat 18: I-215 from Riverside
County line to Central Ave.
Beat 19: I-215 from Alessandro
to SR-74/W 4th St.
5.8
10.2
3 1
2.1 Hours of Operation:
Monday through Thursday: 5:30 a.m. to 8:30 a.m., and from 2:30 p.m. to 6:30 p.m.
Friday: 5:30 a.m. to 8:30 a.m., and from 12:30 p.m. to 6:30 p.m.
Service Area Beat 18 & 19 requires at least one backup truck available at all times.
RCTC reserves the right to change Beat hours and operational requirements
during the course of the contract.
a. Total estimated service hours per vehicle/per year: 1,950
b. In addition to the above service hours, at the discretion of RCTC and CHP,
additional service may be requested on certain “high traffic days” on/or
following certain holidays (e.g. July 4th, Labor Day, and Memorial Day).
Contractor will be notified at least one week prior to when this service is to
be provided.
During FSP shifts that require a 30-minute meal period break to be provided pursuant to
Labor Code section 512, the Contractor shall either make arrangements for another
certified FSP driver to provide the contracted FSP coverage during those breaks or not be
compensated for each 30-minute meal period break during which FSP service is not
provided. In no case shall the Contractor be entitled to compensation from RCTC for time
during which its FSP driver is taking a 30-minute meal period break, unless the Contractor
has provided another driver to cover this 30-minute meal period break.
2.2 Holiday Schedule
Proposer shall submit its cost proposal for provision of the required FSP tow services
five days each week, Monday through Friday, of each year during the contract term,
except for the following ten (10) holidays:
1. Martin Luther King, Jr. Day (Monday)
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2. Presidents’ Day (Monday)
3. Memorial Day (Monday)
4. Independence Day (July 4 - varies)
5. Labor Day (Monday)
6. Veterans Day (varies)
7. Thanksgiving Day (Thursday)
8. Day after Thanksgiving (Friday)
9. Christmas Day (December 25 - varies)
10. New Year’s Day (January 1 – varies)
3.0 FSP Management and Representatives
RCTC has entered into a Memorandum of Understanding with the California Department of
Transportation (Caltrans) and CHP, in order to provide peak hour freeway service patrols
on selected freeway segments for traffic mitigation, as well as air quality improvement
within Riverside County. RCTC, Caltrans, and CHP will jointly oversee the service. RCTC
serves as the contract administrator and funding partner; Caltrans provides oversight; and
CHP is responsible for the daily operations and field supervision of the program.
Authority for FSP derives from (a) Section 21718 (A) of the California Vehicle Code, which
allows FSP trucks supervised by the CHP to stop on freeways for the purpose of rapid
removal of impediments to traffic, and (b) Article 3, Section 91, of the Streets and Highways
Code, which states that Caltrans is responsible for traffic management and removing
impediments from the highways, as well as improving and maintaining the state highways.
3.1 Standard Operating Procedures
The guidelines and policies of the FSP program, which promote a safe work environment
and maintain a level of professionalism, are contained in the Standard Operating
Procedures (SOP) manual developed by the CHP. The SOP and any updates to it are
incorporated into the contract with RCTC, therefore, the Contractor and their vehicle
operators are responsible to operate and adhere to the most recent version of the SOP at all
times.
Contractor shall be held responsible for maintaining an updated SOP (latest version issued
with the RFP), which is incorporated herein by reference. SOP revisions and updates shall
be unilaterally issued by RCTC or CHP, as deemed necessary by CHP or the FSP Technical
Advisory Committee, and all changes, revisions and updates to the SOP, if any, shall
supersede all previous or existing SOPs. A copy of the SOP is included as part of the original
RFP package and additional hard or soft copies can be provided to all interested parties
upon request.
Vehicle operators or trucks found not to be in compliance with FSP procedures
defined in the SOP may be penalized, suspended, and/or terminated from the FSP
program and the company may also be assessed liquidated damages amounts for said
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Agreement No. 22-45-085-00
violations as described herein. Liquidated damages are inclusive of other remedies
at law and/or those described under the terms of the contract.
Refer to Proposal Pricing Form for further details on violations and penalties.
4.0 Vehicles
4.1 Tow Truck Requirements
Primary and back-up FSP tow trucks shall be exclusively dedicated to the FSP program
during FSP service hours of operation. They are not required to be exclusive during non-
FSP hours. All vehicle maintenance activities shall be conducted during non-Service
hours. When conducting the Services on a FSP shift, the CONTRACTOR’s vehicle shall
display all FSP markings and the vehicle operator shall wear a FSP uniform.
The FSP will utilize, at a minimum, Class A tow trucks with a minimum gross vehicle weight
rating of 14,000 pounds, dual wheel chassis, and a four (4) ton recovery equipment rating.
All trucks proposed for use in the FSP Program must be less than one (1) year old with a
maximum of 50,000 miles on the chassis and working parts of the truck at the onset of the
contract, free of any mechanical defects or physical damage and have a clear (non-salvage)
title. Extenuating circumstances dictating departure from this specification should be at the
consensus of the local FSP partners. The CHP, in conjunction with Caltrans or the regional
transportation agency, should verify the original purchase dates to ensure compliance.
Lastly the truck shall have seating capabilities for five (5) adults.
All FSP tow trucks must be Department of Transportation (DOT) compliant, as well as
California Air Resources Board (CARB) compliant. This includes an engine that has been
certified by CARB, as required by law in the State of California. Any tow truck that is utilized
for the FSP Program must comply with emission standards set forth by DOT and CARB, as
well as all local, state, and federal laws associated with that truck and as outlined in the RFP.
Each tow truck shall be equipped in accordance with the CHP’s Freeway Service Patrol
Manual and Standard Operating Procedures Manual and, at a minimum, shall include the
following:
a. Equipment & Supplies (Required)
1. Wheel lift towing equipment, with a minimum lift rating of 4,000 pounds, with
wheel lift extended. All tow equipment shall include proper safety straps.
2. Boom with a minimum static rating of 8,000 pounds.
3. Winch Cable - 8,000 pound rating on the first layer of cable.
4. Wire rope – 100ft., 3/8 inch diameter, 6 x19 or OEM specifications.
5. Two (2) Tow chains 3/8" alloy or OEM specs., J/T hook assembly.
6. Rubber faced push bumper.
7. Mounted spotlight capable of directing a beam both front and rear.
8. Amber warning lights with front and rear directional flashing capability, with
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Agreement No. 22-45-085-00
on/off switch in cab.
9. Public address system.
10. Power outlets ("hot boxes"), front and rear mounted, with outlets compatible to
12-volt booster cables.
11. Heavy duty, 60+ amp battery.
12. Radios with the ability to communicate with the Contractor's base office
(Verizon).
13. Programmable scanners capable of scanning between the 39 and 48 MHz used
by the CHP. Scanners need to be capable of scanning CHP Police frequencies,
and must be mounted for safety concerns.
14. Suitable cab lighting.
15. Trailer hitch capable of handling a 1 7/8-inch ball and 2 inch ball.
16. One (1) 1 7/8-inch ball and one (1) 2 inch ball.
17. Rear work lights. (4)
18. Safety chain D-ring or eyelet mounted on rear of truck.
19. Motorcycle straps. (2)
20. Diesel fuel in plastic jerry cans. (5 gallons)
21. Unleaded gasoline in plastic jerry cans. (5 gallons)
22. Safety chains min. 5ft. min. 5/16” Alloy or OEM Spec. (2)
23. First aid kit (small 5" x 9"). (1)
24. Fire extinguisher aggregate rating of at least 4 B-C units. (1)
25. Pry bar - 36" or longer. (1)
26. Radiator water in plastic container. (5 gallons)
27. 4" x 4" x 48" wooden cross beam. (1)
28. 4" x 4" x 60" wooden cross beam. (1)
29. 24" wide street broom. (1)
30. Square point shovel. (1)
31. Highway flares 360 minutes min.
32. Cones 18" height, reflectorized with tape.
33. Hydraulic Floor Jack: 2-ton AND
34. 2-ton jack stand
35. Wheel chock
36. Four-way lug wrench (1 std.). (1)
37. Four-way lug wrench (1 metric). (1)
38. Rechargeable compressor or refillable air bottle, hoses and (1)
fittings to fit tire valve stems, 100 psi capacity.
39. Flashlight and spare batteries. (1)
40. Flashlight and spare batteries or charger (1)
41. Tail lamps/stop lamps, portable remote with extension cord. (1 set)
42. Booster cables, 25 ft. long minimum, 3-gauge copper wire (1 set)
with heavy-duty clamps and one end adapted to truck's
power outlets.
43. Funnel, multi-purpose, flexible spout. (1)
44. Pop-Up dolly (with tow straps), minimum rating of (1)
3,900 pounds portable for removing otherwise un-towable
vehicles.
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45. Dolly steel pry bar (1)
46. 5-gallon can with lid filled with clean absorb-all. (1)
47. Empty trash can with lid (5 gallon). (1)
48. Lock out set. (1)
49. Safety glasses.
b. Equipment & Supplies (Recommended)
50. Towing slings rated at 3,000 pounds minimum. RECOMMENDED
51. Sling crossbar spacer blocks. RECOMMENDED (2)
c. Tools (Required)
Each FSP truck will be required to have a toolbox with the following minimum number of
tools/supplies. A tool kit for small equipment items is required. The list may be
supplemented at the Contractor's option and expense.
52. Screwdrivers--
i. Standard-1/8", 3/16", 1/4", 5/16" (1 each, min).
ii. Phillips head - #1 and #2 (1 each, min).
53. Needle nose pliers (1)
54. Adjustable rib joint pliers, 2" min. capacity (1)
55. Crescent wrench - 8" (1)
56. Crescent wrench - 12" (1)
57. 4 lb. hammer (1)
58. Rubber mallet (1)
59. Electrical tape, roll (1)
60. Duct tape, 20 yard roll (1)
61. Tire pressure gauge (1)
62. Mechanic's wire (roll) (1)
63. Bolt cutters (1)
4.2 Tow Truck Appearance
FSP vehicles bearing the FSP title, logo, and vehicle identification number shall be painted
white (includes the hood, fenders, doors, boom, and bed area – the entire truck is to be
painted white). No trim is allowed. Lettering shall be in a blocked bold style parallel to the
ground and shall be no less than 2 inches by 2 inches and no greater than 4 inches in height.
Lettering can only be black in color (no other colors will be permitted). Letters shall be
placed on the lower body of the truck toward the cab. Contractor’s name on the boom is
prohibited. The overall look of the truck must be approved by CHP prior to service
implementation; therefore, any questions regarding this policy may be discussed with CHP
prior to implementing, as truck compliance with current state FSP standards is required.
No other accessory equipment, signage, or advertisements (mud flaps, stickers,
employment advertisement, and so forth) shall be mounted or installed without prior CHP
approval. This includes, but is not limited to: bras or window tint.
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Agreement No. 22-45-085-00
It shall be the vehicle operator’s responsibility to place detachable FSP markings on each
vehicle during FSP service hours and to remove the detachable markings immediately upon
completion of each shift. RCTC will supply each Contractor with the appropriate number of
detachable markings for each Beat(s). If a marking is lost or damaged, the Contractor shall
be responsible for the cost of the replacement markings. All FSP markings shall be returned
at the termination of the contract. The cost of any RCTC and/or Caltrans/CHP supplied item
and/or equipment not returned shall be deducted from the Contractor's final payment.
FSP markings, as well as vehicle numbers, shall be required on both sides of all trucks. The
detachable markings (magnetic FSP signage) provided by RCTC, must be placed on the
center of the driver and passenger doors of the vehicle. The vehicle operator shall be
required to keep the title and logos clean, straight, and in readable condition throughout the
FSP shift. The operator is also required to keep the magnetic signage flat (do not bend in
any way), clean, and out of direct sunlight while being stored during non-FSP operational
hours.
4.3 Vehicle Inspections
Prior to commencement of service, the CHP will inspect each vehicle designated for the FSP
to ensure that it meets the vehicle specifications and to ensure that it meets or exceeds
safety requirements. These inspections will occur prior to the start of service. Succeeding
inspections will occur periodically as determined by the CHP. Documentation of the vehicle
identification number and successful completion of the inspection will be kept on file at the
CHP office and Contractor's base office.
Any unsafe, poorly maintained, or improperly equipped vehicle(s) shall be removed from
service, and if discovered to be in such a condition during the shift said vehicle(s) shall be
removed from service or repaired as directed by the CHP, and the Contractor shall be
fined three (3) times the hourly contract rate in one (1) minute increments for the
remainder of that shift, plus the loss of revenue for the down time. Spare vehicles, also
known as “back-ups”, will be required to complete the shifts of vehicles removed from
service. The Contractor will be required to have a spare FSP vehicle available for service for
the duration of each and every FSP shift.
The vehicle operator shall be required to complete a pre-operation shift inspection log of
the vehicle as well as inventory the required equipment prior to the start of each and every
shift. The vehicle operator shall be required to complete a driver log, which is used to track
the mileage. A shift inspection/inventory log shall be completed by the vehicle operator
prior to the start of each shift and be available for inspection. Any item missing must be
replaced prior to the start of the shift. All equipment stored on top of the truck shall be
secured to the truck.
4.4 Spare/Back-Up Vehicles
The Contractor shall be required to have one FSP Certified Back-Up tow truck available per
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Beat during FSP service hours that is in full compliance with the agreement, unless
otherwise authorized by RCTC and CHP in writing. During FSP service hours, the spare
vehicle shall be kept at the Contractor’s yard or staged adjacent to the assigned beat. The
FSP Certified Back-Up tow truck should be used when a Certified Primary FSP tow truck is
unavailable. The FSP Certified Back-Up tow truck shall meet the same requirements for
equipment, set-up, and color as the Certified Primary FSP tow truck. It shall meet all the
vehicle equipment specifications. Refer to Attachment H for further details on violations
and penalties.
4.5 Vehicle Breakdown and Other Missed Service
The spare vehicle must be in service on the Beat within 45 minutes of the time a
permanently dedicated vehicle is taken out of service for any reason. The Contractor shall
not be paid for the time period that the contractually required trucks are not in service. If
a vehicle is not made available within the required 45-minute time period, the
Contractor shall be fined three (3) times the hourly contract rate in one (1) minute
increments for every minute that exceeds the 45 minute replacement period until a
certified FSP compliant spare/back-up vehicle is provided. If a truck is not ready due
to breakdown at the start of a shift, the fine time will be calculated from the start of
the shift until a replacement is placed into service. If the entire shift is missed,
Contractor shall be fined for the entire shift at three (3) times the hourly rate times
the total minutes for the affected shift.
Vehicle maintenance shall be performed during non-FSP service hours. In addition,
not having a certified FSP “spare or back-up” vehicle operator available is not an
allowable excuse for not having a spare (back-up) vehicle on the beat within the 45-
minute time period. If the Contractor does not have a dedicated or spare truck on the
Beat because a certified FSP vehicle operator is not available, the Contractor shall be
fined three (3) times the hourly contract rate in one (1) minute increments until a
certified FSP replacement vehicle operator is provided. If the entire shift is missed
because a vehicle operator was not available, the Contractor shall be fined for the
entire shift at three (3) times the hourly rate times the total minutes for the affected
shift.
5.0 Communications Equipment and Computers
5.1 Communications Equipment
Each FSP vehicle shall be equipped with various communication devices that will enable the
vehicle operator to communicate with the CHP Communications Center. All vehicles shall
be equipped with an Automatic Vehicle Location (AVL) system, radios, and Data Collection
Devices (DCD). The AVL system, radio, and DCD equipment shall be purchased, owned, and
supplied by RCTC. RCTC shall select the equipment installation vendor.
The Contractor shall be responsible for maintaining the security of the vehicle
communication equipment provided by RCTC. The Contractor shall be liable for any
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Agreement No. 22-45-085-00
damage to the RCTC-owned communication equipment. The Contractor shall also be liable
for the full replacement value of the communication equipment installed in the trucks while
in the care, custody, and control of the equipment. RCTC will deduct repair fees as well as
the full replacement cost of any RCTC equipment due to improper use or negligence by the
Contractor, from any payment due to the Contractor. RCTC-supplied vehicle
communications equipment shall be returned in full working condition upon contract
termination. The cost of any equipment not returned within a reasonable time period shall
be deducted from the Contractor's final payment.
Programmable scanners capable of scanning between the 39 and 48 MHz used by CHP shall
be supplied by the Contractor and shall be installed (mounted) in all vehicles.
The Contractor is also required to use Verizon wireless cell phones with push-to-talk-plus
capability, or equivalent, for communications with the CHP Communications Center and
the CHP Field Supervisor. Wireless cell phones shall be purchased and maintained by the
Contractor. The Contractor will also be responsible for all operating costs as well. In
addition, tow operators are not permitted to take pictures, video, or capture any other
images while performing FSP duties during FSP operational hours. These actions will not
be tolerated and a vehicle operator may be terminated if it is discovered they are doing so.
In addition, any input of data into the DCD shall not be allowed while the vehicle is being
operated/driven. Use of other devices while driving/operating a vehicle such as cell phones
is prohibited by California State Law.
The FSP vehicles shall be equipped with a public address system. The public address system
shall have the capability for the driver of the disabled vehicle to hear instructions
transmitted from the cab of the FSP vehicle when the FSP vehicle is directly to the rear of
the disabled vehicle.
5.2 Computer Equipment
The Contractor must have and maintain a desktop computer workstation with high-speed
internet access and email to communicate with RCTC staff.
The Contractor must ensure that the DCD equipment is inspected and cleaned on a quarterly
basis, or more frequently if needed. All DCD equipment should have the exterior protective
case cleaned (protective outside case) and screen protector shall be inspected for
functionality and serviceability. Worn items shall be immediately reported to RCTC.
All DCD equipment must be kept in a secure location. During non-FSP operational hours,
DCD equipment shall not be left in a tow vehicle or go home with a vehicle operator
or anyone else. All DCD equipment must be in a designated charging area at the tow
operator’s facility during non-FSP operational hours. The DCD equipment shall always have
enough charge to complete each shift. In order to reduce instances of technology glitches,
the DCD equipment shall be turned off/turned on at least once per week. DCD equipment
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Agreement No. 22-45-085-00
is to be with the vehicle operator in their FSP truck during FSP operational hours. Any other
location shall not be permitted.
The Contractor shall immediately report any issues with the workstation or the DCD
equipment to the RCTC FSP Program Manager or one of the FSP CHP Officers. Contractor is
directly responsible to ensure their computer workstation is operating and has internet
access at all times – this is a contract requirement.
The Contractor shall provide access to the DCD equipment for RCTC staff, or their
designated designee, at any time during the course of the Contract. In addition, the
Contractor shall also make the workstation available to RCTC, or its designee, 30
calendar days prior to the start of the new service.
The Contractor shall provide an annual inspection report to RCTC indicating the status of
all equipment. RCTC will provide the submittal form. Tow operators should consider the
accurate completion and timely return of this form as part of their contract requirements.
5.3 Equipment Tampering
Tampering with FSP communication/tracking equipment so that it does not function
properly to RCTC’s specifications, and/or is disconnected or moved (without FSP
Management authorization) from its original installed location is strictly prohibited. This
includes but is not limited to: breaking evidence tape/connection sealer on equipment
connections, cutting wires or cables, moving mounted equipment (speakers, microphones,
antennas, etc.), rerouting any wiring, disconnecting any connectors,
Contractor/subcontractor unintentionally altering equipment or connections to equipment
during vehicle maintenance or repair, or interfering with the operations of the equipment.
If tampering is suspected, FSP Management may conduct an inspection of the equipment on
the Beat or the vehicle may be sent to a designated location determined by FSP
Management.
1. If tampering is found while the vehicle is used during FSP operational hours, the
vehicle operator and vehicle will be immediately taken out of service and the
Contractor shall be fined in one (1) minute increments at three (3) times their
hourly rate, until such time that the back-up truck is deployed. Please note that if
tampering is discovered, the penalties (three times the hourly rate in one minute
increments) shall begin immediately upon the discovery of the tampering. The
normal 45-minute back-up truck time allowance will not be considered “non-
penalty” time under these circumstances. The penalties shall begin immediately
upon the tampering being discovered.
2. If the vehicle is suspected to have equipment that has been tampered with, it may
be sent to a designated location determined by FSP Management and CHP for an
inspection. If tampering is found, the Contractor will be retroactively fined three
(3) times the hourly rate in one (1) minute increments from the time the tampering
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Agreement No. 22-45-085-00
was first suspected. The penalties will continue until a certified FSP back-up truck
is deployed. The normal 45-minute back-up truck time allowance will not be
considered “non-penalty” under these circumstances.
Tampering Repairs
If tampering is discovered during FSP operational hours, the vehicle will be taken out of
service and will remain out of service until the repair and the documentation can be
completed by the FSP Program designated technician. FSP Management determines the
designated technician. The transportation, labor, and repair costs will be the responsibility
of the Contractor. Costs incurred to repair and document the equipment will be deducted
from the Contractor monthly invoice.
Tampering Penalties
The Contractor will also be assessed a $250 fine (whether the tampering is discovered while
on the Beat, or if it was suspected and later confirmed) per incidence on their monthly
invoice. If it is determined that the vehicle operator tampered with the equipment, the
vehicle operator will be suspended for a minimum of 30 days for the initial tampering
offense and subject to termination from the FSP Program for any subsequent tampering
violations.
6.0 Contractor Responsibilities
6.1 Appearance at Hearings
If and when required by SAFE, Contractor shall render assistance at public hearings or other
meetings related to the performance of the Services.
6.2 Damage Complaints
Upon receiving a damage complaint from a motorist assisted by the Contractor, that the
Contractor damaged their vehicle while lending assistance, the Contractor shall notify CHP
immediately regarding the nature of the damage complaint and its disposition. The
Contractor shall reply to the motorist by telephone within twenty-four (24) hours of
receiving the damage complaint notification from CHP. If necessary, the Contractor shall
send either his or her authorized representative or his or her insurance company
representative to inspect the vehicle and complete an incident report within forty-eight
(48) hours after receiving the damage complaint. If the investigation shows that damage to
the vehicle could have been caused by the Contractor, the Contractor shall negotiate in good
faith to try and resolve the issue and shall report to CHP the result of the negotiations. All
complaints shall be resolved within a reasonable time-period after being received.
6.3 Complaint Review Committee
The FSP Technical Advisory Committee (“FSP TAC”) is composed of voting members from
CHP, SAFE, and Caltrans. Voting members of the FSP TAC are hereby designated as the
members of the Damage Complaint Review Committee (“DCRC”). If the DCRC finds that
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Agreement No. 22-45-085-00
justifiable complaints are not resolved within a reasonable timeframe, it can recommend
that payment to the Contractor in the amount of the damage claim may be deducted from
the Contractor monthly invoice.
6.4 Trend Meetings
Contractor shall attend, or send a designated management-level representative, to all trend
meetings (i.e. required FSP TAC meeting which meets every other month). These trend
meetings will encompass focused and informal discussions concerning, but not limited to:
scope, Services, schedule, current progress of Services, relevant cost issues, and future
objectives. Contractor shall be responsible for having a representative attend all meetings
(i.e. FSP TAC meetings) that has the ability to make management-level decisions on the
behalf of the Contractor. If the Contractor cannot have a management-level representative
at a meeting, Contractor shall notify SAFE and CHP prior to the meeting. Management-level
attendance at these meetings shall be considered part of the Contractor’s contractual
responsibility. Meetings are scheduled, and Contractor will be notified of such schedule, no
later than three (3) working days prior to the meeting.
7.0 Vehicle Operators
7.1 Operator Qualifications and Performance
All potential vehicle operators shall be required to have a safe driving record and, at a
minimum, a valid Class C driver's license. All vehicle operators shall be 18 years of age or
older at the time of background check. Potential vehicle operators shall be subject to driving
record and criminal background checks through the California Highway Patrol. Potential
vehicle operators shall be sufficiently experienced in the tasks of tow truck operations and
proficient with all required Freeway Service Patrol equipment to provide safe and proper
service. Any certified vehicle operator from other FSP areas will be evaluated on a case-by-
case basis. All potential vehicle operators must be capable of demonstrating their tow
operating abilities prior to formal CHP training, also known as proficiency testing.
Additionally, the vehicle operators will be required to exercise good, sound judgment in
carrying out their duties. Vehicle operators shall be required to inform the CHP
Communications Center any time they leave the assigned Beat . This includes breaks and
replenishing expendable items, such as: gasoline, fire extinguisher, etc. The vehicle
operator shall be required to immediately notify the CHP Communications Center upon a
tow truck breakdown.
FSP vehicle operators will be responsible for accurately entering the required data into DCD
equipment every shift. Each FSP vehicle operator shall complete an inspection worksheet
prior to the commencement of driving the tow truck and a mileage log prior to beginning
service on the Beat. The FSP vehicle operator shall be required to complete an assist record
for each incident. Each assist record should be accurate. Contractors or Operators providing
false or misleading information to FSP Management shall be subject to disciplinary action
and will be handled on a case-by-case basis.
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FSP vehicle operators shall always complete the required procedures per the SOP when
handling required forms. No duplicate survey numbers should be entered into the DCD
equipment at any time. Vehicle operators are required to complete in their entirety the
Release of Liability form and Damage Release form when applicable. These completed
forms should be handed in to RCTC at a minimum every 60 days. If it is discovered that a
vehicle operator has entered duplicate survey numbers, not properly completed the release
forms, or not turned the release forms in timely, the Contractor may be subject to penalties
as outlined in Proposal Pricing Form.
CHP, Caltrans, and RCTC maintain strict drug and alcohol policies. Contractors shall have
an alcohol and drug program that includes at a minimum, a drug and alcohol free workplace
policy and an employee alcohol/drug-testing program. Any FSP vehicle operator found
working under the influence of drugs or alcohol shall be immediately removed from the FSP
program by the Contractor. The Contractor shall be responsible for providing a certified
replacement vehicle operator for that vehicle.
The Contractor shall be an active participant in the DMV Pull Notice Program.
If a vehicle operator is convicted of a crime involving a stolen vehicle, stolen property,
violence, drugs, or moral turpitude, fraud related to the towing business, or misdemeanor
or felony driving while under the influence of alcohol or a drug, the Contractor shall
permanently remove that vehicle operator from duties under the FSP program. If a vehicle
operator is charged with any of the above crimes, the Contractor shall immediately suspend
that vehicle operator from duties under this program pending the outcome of the criminal
case. If the vehicle operator is not convicted, or is ultimately convicted of a lesser crime not
described above, RCTC retains the right to have the Contractor remove that vehicle operator
from the duties under the FSP program.
7.2 Operator Training
At the Contractor’s expense, all company owners, FSP vehicle operators, and back-up
vehicle operators shall be required to present a certificate of completion of a SHRP 2/TIMS
training course and to complete the CHP two-day training program which costs
approximately $50.00 per vehicle operator (fee is for the DL64 Tow Truck Driver Certificate
and fingerprinting). Contractors shall pay all FSP operators and back-up vehicle operators
for attending the training. No vehicle operator will be allowed to begin patrolling without
meeting the requirements set forth in the SOP. Any vehicle operator who is found on patrol
not meeting the requirements may be prohibited from further FSP service and the
Contractor’s contract may be terminated immediately.
Mandatory CHP refresher training classes shall be attended. A minimum of four (4) hours
refresher training per year shall be required (at Contractor’s expense). Contractors shall
pay all FSP vehicle operators and back-up vehicle operators for attending the
required training.
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Vehicle operators will be required to utilize DCD equipment to input information about
mileage, inspection, and each assist, which will include: location, vehicle make, model,
license number, type of assistance provided, etc. Vehicle operators will be trained on using
DCD equipment to enter data.
7.3 Operator Driving Record and Criminal History Check
As required by California Vehicle Code Section 2340, all applicants and owners are required
to have a driver’s license and criminal history check. Only after a completed CHP 234F is
received and accepted by CHP, a driver’s license and preliminary criminal history check will
be performed.
The driver’s license check will consist of confirming that the applicant has a valid driver’s
license and the applicant’s point count is within standards set forth in this SOP (refer to
Chapter 11, Annex A).
The preliminary criminal history check will consist of a preliminary background check to
determine if the applicant meets the criteria for a California Tow Truck Driver Certificate as
outlined in California Public Resources Code Section 5164, California Vehicle Code Section
13377 and the FSP Contract. In addition, RCTC or the CHP may, in its sole discretion, require
an Employer to replace any vehicle operator or reject a potential vehicle operator who it
determines is not suitable to represent the FSP Program with the public. If the applicant
passes the preliminary criminal history check, the applicant shall submit to fingerprinting.
Driver’s license and preliminary criminal history checks will be completed by CHP within
ten (10) working days of the acceptance of a CHP 234F.
7.4 Vehicle Operator Uniform
It shall be the responsibility of the Contractor to provide the vehicle operator with specified
uniforms, black protective toe boots, nameplate, gloves and other equipment. The
equipment includes navy blue coveralls or navy blue shirts and pants. If coveralls are worn,
they shall have a collar with a zip front. Optionally, drivers may wear a standard navy blue
(long-sleeve only) uniform shirt, with a fluorescent orange (must be only 2.5” wide) trim,
with a ½” silver reflective tape down the middle. This allowed reflective tape must be on
both sleeves. All uniforms shall be clean, properly maintained, and replaced whenever
excessively worn.
Sleeves and pant legs shall be moderately tapered to avoid excessive fullness.
A safety vest with reflective stripes shall be worn and supplied by RCTC. RCTC will supply
vests with the FSP logo patches already sewn on per CHP’s required patch placement
locations. A FSP logo patch is not required to be sewn on the navy blue FSP vehicle operator
uniform.
A detachable brass or gold nameplate shall be worn with the first initial of the first name
and full last name. Letters shall not exceed ½” tall. The nameplate shall be worn above the
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Agreement No. 22-45-085-00
right chest pocket on the safety vest. The Contractor is responsible for obtaining FSP CHP
approval of the driver nameplates, and the Contractor is responsible for the purchase and
replacement of the FSP vehicle operator nameplate.
All FSP vehicle operators shall wear general duty black work boots with protective (steel or
composite) toe.
During cold weather, a navy blue sweater or sweatshirt may be worn under the uniform
shirt/coveralls. As an option, a navy blue jacket may also be worn, if it meets all the uniform
specifications and is worn under the safety vest. Rain gear, if worn, shall be waterproofed
material and navy blue or yellow in color.
Hats, if worn, shall be baseball-type caps and navy blue in color. An "FSP" logo patch may
be sewn on the hat above the brim. No other logos/names shall be accepted. A beanie may
also be worn which must be navy blue in color and worn only with a jacket or long sleeve
shirt under the vest.
Contractor should refer to the most current SOP to ensure they are following the most
recent requirements. SOP revisions and updates shall be unilaterally issued by RCTC, as
deemed necessary by RCTC management, and all changes, revisions and updates to the SOP,
if any, shall supersede all previous or existing SOPs. A copy of the SOP is included as part of
the original RFP package.
7.5 Local Office
The Contractor shall provide a local office for contract administration purposes. This office
shall be staffed by either the Contractor or a person who has the authority to conduct
business and make decisions on behalf of the Contractor. The office shall have business
hours coinciding with Contractor's Beat(s) hours of operation. Through the Proposal
document shown in the Contractor Representative Form, the Contractor shall designate
representatives who will be available at the office during hours of operation to make
decisions on behalf of the Contractor. The office shall be established within close proximity
to the Contractor's Beat(s) and the County of Riverside. Also note in the Scope of Services,
Section 4.4, a backup vehicle and a certified FSP vehicle operator must be available
within a 45-minute request of the Beat area.
This requirement may also determine if the local office is close enough to satisfy the
requirements under this section.
The Contractor shall also provide telephone and email through which he/she, or a
responsible representative who has the authority to conduct business and make decisions
on behalf of the Contractor, can be contacted during the non-service hours of operation for
the length of the contract. During non-business hours, an answering machine provided at
the Contractor's expense, shall be available to log calls, take complaints, etc. An email
address that is monitored daily shall be provided for notification purposes during
operational and non-service hours. The Contractor will be responsible for having a
company representative monitor and review messages/notices on a daily basis.
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7.6 Remedies and Liquidated Damages
RCTC has a need to deal contractually with a range of failures by Contractors to meet
contractual standards and requirements short of suspension or termination. Failure to
meet contractual standards and requirements constitute a default under the contract and is
subject to the various remedies provided in the contract, up to and including termination of
the contract.
It is clear that any default that is related to service or contractor’s readiness for service will
either degrade service or lead to the degradation of service. The failure to meet contractual
standards and requirements, therefore, causes damages to the FSP program and its
participants (RCTC, CHP and Caltrans) and to the public being served by the FSP program.
Because of the public service nature of the mission of the FSP, described generally in the
Standard Operating Procedures (SOP), to keep traffic and commerce flowing on the regional
freeways, the damages arising from contractor’s failure to meet the contractual standards
and requirements are impractical or extremely difficult to ascertain on an individual basis.
The contract has therefore established a series of remedies to attempt to deal with a range
of defaults. The most egregious default will result in suspension or termination. Lesser
defaults will result in the assessment of liquidated damages. These lesser remedies have
been described in the SOP as fines, violations or penalties. This is not a correct
characterization of the intent of the remedies. The remedies arise because the contractor is
in default and the FSP and the public it serves is damaged by that default. The remedies are
to compensate FSP for its damages and to encourage compliance with performance
requirements of the contract.
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EXHIBIT “B”
Compensation and Payment
[INSERT FINAL PRICE PROPOSALS FROM CONTRACTOR’S PROPOSAL]
And MOBILIZATION COST PAYMENT FORM, IF APPLICABLE
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION, ACTING AS THE RIVERSIDE
COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES,
FOR
FREEWAY SERVICE PATROL FOR THE EXPRESS LANES WITHIN RIVERSIDE COUNTY
WITH ROYAL COACHES AUTO BODY AND TOWING
1. PARTIES AND DATE.
1.1 This Agreement is made and entered into as of _____day of _________,
2022, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(“COMMISSION”) acting as the RIVERSIDE COUNTY SERVICE AUTHORITY FOR
FREEWAY EMERGENCIES (“SAFE”) and ROYAL COACHES AUTO BODY AND TOWING,
a California corporation (referred to herein as “CONTRACTOR”). SAFE and CONTRACTOR
are sometimes individually referred to herein as “Party” and collectively as “Parties”.
1.2 The California Highway Patrol herein referred to as “CHP” and California
Department of Transportation, herein referred to as “Caltrans” are hereby expressly designated
as third-party beneficiaries of CONTRACTOR’s performance under this Agreement.
2. RECITALS.
2.1 WHEREAS, COMMISSION is a California County Transportation
Commission existing under the authority of Section 130050 et seq. of the
California Public Utilities Code;
2.2 WHEREAS, COMMISSION is authorized, pursuant to Section 2550 et seq.
of the California Streets and Highways Code, to act as SAFE for purposes
of providing a motorist aid system, including provision of freeway service
patrols;
2.3 WHEREAS, SAFE requires the services of a CONTRACTOR to provide
the freeway service patrol professional services as described in the Scope
of Services;
2.4 WHEREAS, SAFE has determined that CONTRACTOR is best qualified to
perform the required services;
2.5 WHEREAS, the CONTRACTOR is able and willing to perform the required
services under the terms and conditions of this Contract;
2.6 WHEREAS, COMMISSION is the short range transportation planning
agency for Riverside County, and programs federal, state, and local funds.
COMMISSION has entered into a Memorandum of Understanding with
ATTACHMENT 2
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Caltrans and CHP to fund peak period freeway service patrols on selected
freeway segments in Riverside County; and
2.7 WHEREAS, Section 21718 (a) of the California Vehicle Code specifically
authorized CHP to be responsible for freeway service patrols stopping on
freeways for the purpose of rapid removal of impediments to traffic. Article
3, Section 91, of the Streets and Highways Code, states that Caltrans has
responsibility to improve and maintain the state highways. Caltrans also
has the responsibility for traffic management and removing impediments
from the highways.
NOW, THEREFORE, for the consideration hereinafter stated, SAFE and CONTRACTOR agree
as follows:
3. TERMS.
3.1 General Scope of Services. The purpose of the Freeway Service Patrol
(“FSP”) program is to provide for the rapid removal of disabled vehicles and vehicles involved
in minor accidents from the freeway. Contractor promises and agrees to furnish to SAFE all
labor materials, tools, equipment, services, and incidental and customary work necessary to
fully and adequately provide the FSP services ("Services"). The Services are more particularly
described in Exhibit "A" attached hereto and incorporated herein by reference. All Services
shall be subject to, and performed in accordance with, this Agreement, the exhibits attached
hereto and incorporated herein by reference, and all applicable local, state, and federal laws,
rules and regulations, and the SOP manual (as defined below).
3.1.1. Contract Oversight. Caltrans and CHP will jointly oversee the
Services. Both agencies will have responsibility for overseeing Service performance and
ensuring that the CONTRACTOR abides by the terms of this Contract. CHP is responsible for
dispatch services to incident locations within the CONTRACTOR’s patrol limits. The
dispatching will be done in accordance with this Contract. A Standard Operating Procedures
(“SOP”) manual will be given to the CONTRACTOR explaining the types of incidents to which
his/her operators may be dispatched.
3.1.2 Beat Descriptions. The FSP will operate on selected freeway
segments referred to herein as “beats”. Each beat has specific turnaround locations and
designated drop locations identified by the CHP. Exhibit “A” shows the specific limits, number
of tow trucks, number of back-up trucks and hours of operation, and holidays for the
CONTRACTOR’s specific beat. SAFE reserves the right to add or delete holidays to the work
schedule, provided that SAFE provides CONTRACTOR seven (7) days advanced notice of
such addition or deletion. Travel time to and from the beat will be at the expense of the
CONTRACTOR.
3.1.3 Change Orders. At any time during the term of this Contract, SAFE
reserves the right to adjust beat specifications to better accommodate demand for the Services,
or availability of funding, at no cost to SAFE. Adjustments may include reduction in the hours
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of Services. SAFE may direct such adjustments during the course of this Contract through
written change orders, signed by SAFE, setting forth any changes to Exhibit “A”. Changes may
include a change of the specified beat(s) to other beats that SAFE determines better serve the
needs of SAFE, as well as changes to schedules and hours for the beats set forth in Exhibit
“A”. If warranted, as determined in SAFE’s sole discretion, and during the hours of operation
of the Services, the CONTRACTOR may be requested to temporarily reassign his/her FSP
operators/trucks to locations outside the assigned beat. Such reassignments shall be at no
cost to SAFE.
3.1.4. The SOP Manual. To promote a safe work environment and for the
maintenance of professionalism, the most current version of the SOP manual shall, at all times,
be followed by the CONTRACTOR and its vehicle operators. The SOP manual, as such manual
may from time to time be amended, is incorporated into this Contract by reference.
CONTRACTOR shall be notified and provided with a copy of any changes to the SOP manual.
Drivers found not to be in compliance with FSP procedures, as set forth in the SOP manual or
this Contract, may be suspended or terminated from the FSP program and the CONTRACTOR
may be fined three (3) times the hourly Contract rate in one (1) minute increments until a
replacement vehicle is provided (Driver and Truck must return to beat compliant with all FSP
requirements), or fined for the entire shift at three (3) times the hourly rate at the discretion of
the FSP Field Supervisors.
3.2 Equipment Requirements. CONTRACTOR shall comply with all equipment
requirements outlined in the attached Exhibit “A”.
3.3 Commencement of Services. The CONTRACTOR shall commence work
upon receipt of a written Notice to Proceed from SAFE.
3.4 Term. The term of this Contract shall be for a period of five (5) years, from
April 3, 2023 to March 31, 2028 unless earlier terminated as provided herein. SAFE shall also
have the right to renew this Contract from one month up to a one (1) year term after the initial
term by providing notice as provided below. SAFE must provide written notice to
CONTRACTOR no less than ninety (90) days prior to the end of the applicable term, indicating
its renewal of the Contract. CONTRACTOR shall complete the Services within the term of this
Contract, and shall meet any other established schedules and deadlines. All applicable
indemnification provisions of this Contract shall remain in effect following the termination of this
Contract. The rates shall be as follows:
SCHEDULE OF HOURLY RATES
Classification Years 1-2 Year 3-4 Year 5
Regular Rate $ 124.64 per
hour
$ 131.93 per
hour
$ 135.85 per
hour
CFSP/Extra Rate $ 137.10 per
hour
$ 145.12 per
hour
$ 149.43 per
hour
3.5 SAFE's Representative. SAFE hereby designates the SAFE Executive
Director or his or her designee, to act as its Representative for the performance of this Contract
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("SAFE’s Representative"). SAFE’s Representative shall have the authority to act on behalf of
SAFE for all purposes under this Contract. SAFE's Representative shall also review and give
approval, as needed, to the details of CONTRACTOR's work as it progresses. CONTRACTOR
shall not accept direction or orders from any person other than the SAFE’s Representative or
his or her designee.
3.6 CONTRACTOR’S Representative. CONTRACTOR hereby designates
WILLIAM SALAZAR, PRESIDENT AND CEO, to act as its representative for the performance
of this Contract ("CONTRACTOR’s Representative"). CONTRACTOR’s Representative shall
have full authority to act on behalf of CONTRACTOR for all purposes under this Contract. The
CONTRACTOR’s Representative shall supervise and direct the Services, using his best skill
and attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
Contract. CONTRACTOR shall work closely and cooperate fully with SAFE's Representative
and any other agencies which may have jurisdiction over or an interest in the Services.
CONTRACTOR's Representative shall be available to the SAFE staff at all reasonable times.
Any substitution in CONTRACTOR's Representative shall be approved in writing by SAFE's
Representative.
3.7 Substitution of Key Personnel. CONTRACTOR has represented to SAFE
that certain key personnel will perform and coordinate the Services under this Contract. Should
one or more of such personnel become unavailable, CONTRACTOR may substitute other
personnel of at least equal competence upon written approval by SAFE’s Representative. In
the event that SAFE’s Representative and CONTRACTOR cannot agree as to the substitution
of the key personnel, SAFE shall be entitled to terminate this Contract for cause, pursuant to
the provisions of Section 3.15. The key personnel for performance of this Contract are: JUAN
PEREZ, FSP PROGRAM MANAGER.
3.7.1 Availability of FSP Manager. Except in the case of unpreventable
circumstances, the FSP Manager must be available at the CONTRACTOR’s office for at least
50% of each Work Day to address time sensitive issues related to this Contract or the Services,
including, but not limited to, FSP administrative responsibilities; SAFE, CHP, and Caltrans
requests; driver matters; and truck maintenance issues. CONTRACTOR shall, within 24 hours,
notify SAFE of each circumstance causing the FSP Manager not to be available as required
herein. As used in this section, the term “Work Day” shall mean and refer to any day that FSP
service is provided, during those hours of operation for Construction FSP as identified on the
attached Exhibit “A-1”.
3.8 Review of Work and Deliverables. All reports, working papers, and similar
work products prepared for submission in the course of providing Services under this Contract
may be required to be submitted to SAFE's Representative in draft form, and SAFE’s
Representative may require revisions of such drafts prior to formal submission and approval.
In the event that SAFE's Representative, in his or her sole discretion, determines the formally
submitted work product to be inadequate, SAFE's Representative may require CONTRACTOR
to revise and resubmit the work at no cost to SAFE. Upon determination by SAFE that
CONTRACTOR has satisfactorily completed the Services required under this Contract and
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within the term set forth in Section 3.4, SAFE shall give CONTRACTOR a written Notice of Final
Completion. Upon receipt of such notice, CONTRACTOR shall incur no further costs
hereunder, unless otherwise specified in the Notice of Completion. CONTRACTOR may
request issuance of a Notice of Final Completion when, in its opinion, it has satisfactorily
completed all Services required under the provisions of this Contract.
3.9 Appearance at Hearings. If and when required by SAFE, CONTRACTOR
shall render assistance at public hearings or other meetings related to the performance of the
Services.
3.10 Standard of Care: Licenses. CONTRACTOR represents and maintains
that it is skilled in the professional calling necessary to perform all Services, duties and
obligations required by this Contract. CONTRACTOR 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. CONTRACTOR warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the Services
assigned to them. CONTRACTOR further represents and warrants to SAFE that its employees
and subcontractors have all licenses, permits, qualifications (including medical certification) 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 Contract.
CONTRACTOR shall perform, at its own cost and expense and without reimbursement from
SAFE, any services necessary to correct errors or omissions which are caused by the
CONTRACTOR’s failure to comply with the standard of care provided for herein, and shall be
fully responsible to SAFE for all damages and other liabilities provided for in the indemnification
provisions of this Contract arising from the CONTRACTOR’s errors and omissions. Any
employee of CONTRACTOR or its subcontractors who is determined by SAFE to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Services, 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 SAFE, shall be promptly removed from performing the
Services by the CONTRACTOR and shall not be re-employed to perform any of the Services.
3.11 Opportunity to Cure. SAFE may provide CONTRACTOR an opportunity to
cure, at CONTRACTOR's expense, all errors and omissions which may be disclosed during
performance of the Services. Should CONTRACTOR fail to make such correction in a timely
manner, such correction may be made by SAFE, and the cost thereof charged to
CONTRACTOR.
3.12 Inspection of Work. CONTRACTOR shall allow SAFE's Representative to
inspect or review CONTRACTOR's performance of Services in progress at any time.
SAFE/Caltrans/CHP also reserves the right to audit all paperwork demonstrating that
CONTRACTOR participates in an employee alcohol/drug-testing program and the DMV Pull
Notice Program.
3.13 Laws and Regulations. CONTRACTOR shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Services, including all Cal/OSHA requirements, and shall give
all notices required by law. CONTRACTOR shall be solely liable for all violations of such laws
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Agreement No. 22-45-102-00
and regulations in connection with Services. If the CONTRACTOR performs any work knowing
it to be contrary to such laws, rules and regulations and without giving written notice to SAFE,
CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall
defend, indemnify and hold SAFE, their officials, directors, officers, employees and agents free
and harmless, pursuant to the indemnification provisions of this Contract, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.14 Damage Complaints. Upon receiving a damage complaint from a motorist
assisted by the CONTRACTOR, that the CONTRACTOR damaged their vehicle while lending
assistance, the CONTRACTOR shall notify CHP immediately regarding the nature of the
damage complaint and its disposition. The CONTRACTOR shall reply to the motorist by
telephone within twenty-four (24) hours of receiving the damage complaint notification. If
necessary, the CONTRACTOR shall send either his or her authorized representative or his or
her insurance company representative to inspect the vehicle and complete an incident report
within forty-eight (48) hours after receiving the damage complaint. If the investigation shows
that damage to the vehicle could have been caused by the CONTRACTOR, the CONTRACTOR
shall negotiate in good faith to try and resolve the issue and shall report to the CHP the result
of the negotiations. All complaints shall be resolved within a reasonable period of time after
being received.
3.14.1 Complaint Review Committee. The FSP Technical Advisory
Committee (“FSP TAC”) is composed of voting members from CHP, SAFE and Caltrans. Voting
members of the FSP TAC are hereby designated as the members of the Damage Complaint
Review Committee (“DCRC”). If the DCRC finds that justifiable complaints are not resolved
within a reasonable time frame, it can recommend that payment to the CONTRACTOR in the
amount of the damage claim may be deducted from the CONTRACTOR’s monthly invoice.
3.15 Termination.
3.15.1 Notice; Reason. SAFE may, by written notice to CONTRACTOR,
terminate this Contract, in whole or in part, including, without limitation, the geographical
territory covered by this Contract, at any time by giving written notice to CONTRACTOR of such
termination, and specifying the effective date thereof (“Notice of Termination”). Such
termination may be for SAFE’s convenience, due to lack of available funding for the Services,
or because of CONTRACTOR's failure to perform its duties and obligations under this Contract,
including, but not limited to, the failure of CONTRACTOR to timely perform Services pursuant
to the Scope of Services described in Section 3, entitled “Terms,” as well as Section 7 of the
RFP. CONTRACTOR may not terminate this Contract except for cause.
3.15.2 Discontinuance of Services. Upon receipt of the written Notice of
Termination, CONTRACTOR shall discontinue all affected Services as directed in the Notice of
Termination, and deliver to SAFE all Documents and Data, as defined in this Contract, as may
have been prepared or accumulated by CONTRACTOR in performance of the Services,
whether completed or in progress.
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3.15.3 Effect of Termination For Convenience. If the termination is to be for
the convenience of SAFE, SAFE shall compensate CONTRACTOR for Services fully and
adequately provided through the effective date of termination as provided in the Notice of
Termination. Such payment shall include a pro-rated amount of profit, if applicable, up through
such effective date, but no amount shall be paid for anticipated profit on unperformed Services
past such effective date. CONTRACTOR shall provide documentation deemed adequate by
SAFE's Representative to show the Services actually completed by CONTRACTOR prior to the
effective date of termination. This Contract shall terminate on the effective date of the Notice
of Termination.
3.15.4 Effect of Termination for Cause. If the termination is for cause,
CONTRACTOR shall be compensated for those Services which have been fully and adequately
completed and accepted by SAFE as of the effective date of termination as provided in the
Notice of Termination. In such case, SAFE may take over the work and prosecute the same to
completion by contract or otherwise. Further, CONTRACTOR shall be liable to SAFE for any
reasonable additional costs or damages incurred to revise work for which SAFE has
compensated CONTRACTOR under this Contract, but which SAFE has determined in its sole
discretion needs to be revised, in part or whole. Termination of this Contract for cause may be
considered by SAFE in determining whether to enter into future contracts with CONTRACTOR.
3.15.5 Cumulative Remedies. The rights and remedies of the Parties
provided in this Section are in addition to any other rights and remedies provided by law or
under this Contract.
3.15.6 Procurement of Similar Services. In the event this Contract is
terminated, in whole or in part, as provided by this Section, SAFE may procure, upon such
terms and in such manner as it deems appropriate, services similar to those terminated.
3.15.7 Waivers. CONTRACTOR, in executing this Contract, recognizes
that the Services may be terminated, in whole or in part, as provided in this Section.
CONTRACTOR shall not be entitled to any damages including, but not limited to, any
compensation for costs incurred to procure vehicles, meet the terms for providing the Services,
or for any other costs or expenses, and shall be deemed to have waived any and all claims for
damages, costs or expenses which may otherwise arise from SAFE's termination of this
Contract, for convenience or cause, as provided in this Section.
3.15.8 Authorization to Terminate. The Executive Director of SAFE shall
have the full authority and discretion to exercise SAFE’s rights under this Section 3.15, entitled
“Termination”.
3.16 Trend Meetings. CONTRACTOR shall attend, or send a designated
management-level representative, to all trend meetings (i.e., required FSP TAC meeting which
meets every other month). These trend meetings will encompass focused and informal
discussions concerning, but not limited to: scope, Services, schedule, current progress of
Services, relevant cost issues, and future objectives. CONTRACTOR shall be responsible for
having a representative attend all meetings (i.e., FSP TAC meetings) that has the ability to
make management-level decisions on the behalf of the CONTRACTOR. If the CONTRACTOR
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cannot have a management-level representative at a meeting, CONTRACTOR shall notify
SAFE and CHP prior to the meeting. Management-level attendance at these meetings shall be
considered part of the CONTRACTOR’s contractual responsibility. Meetings are scheduled,
and CONTRACTOR will be notified of such schedule, no later than three (3) working days prior
to the meeting.
3.17 Fees and Payment.
3.17.1 Amount to be Paid. Subject to the provisions set forth below for
Services satisfactorily performed hereunder, SAFE shall pay the CONTRACTOR on a fixed unit
rate basis a ceiling price NOT TO EXCEED SEVEN MILLION SIX HUNDRED THIRTY-ONE
THOUSAND THREE HUNDRED FOURTEEN DOLLARS ($7,631,314).
3.17.2 Maximum Payment is the Ceiling Price. SAFE shall not be obligated
to pay costs which exceed the ceiling price set forth above, except as provided in Sections 3.15
and 3.17.10. CONTRACTOR agrees to use its best efforts to perform the services and all
obligations under this Contract within such ceiling price.
3.17.3 Hourly Rate; Break and Meal Periods. For its performance of the
Services, the CONTRACTOR shall be paid for labor expended directly in the performance of
the Services at the rates specified below. Payments shall be made monthly in arrears based
on Services provided and allowable incurred expenses. The CONTRACTOR shall not be
entitled to reimbursements for any expenses unless approved in advance in writing.
SCHEDULE OF HOURLY RATES
Classification Year 1 Year 2 Year 3 Year 4 Year 5
Regular Rate $ 124.64 per
hour
$ 124.64 per
hour
$ 131.93 per
hour
$ 131.93 per
hour
$ 135.85 per
hour
CFSP/Extra Rate $ 137.10 per
hour
$ 137.10 per
hour
$ 145.12 per
hour
$ 145.12 per
hour
$ 149.43 per
hour
Hourly rates may be adjusted as set forth in Chapter 9, Violations/Penalties, of the FSP
Standard Operating Procedures (SOP).
A) CONTRACTOR is responsible for compliance with all
California labor laws related to break periods and meal periods including, but not limited to,
compliance with Labor Code section 512. CONTRACTOR shall be solely responsible for
any additional pay to which its drivers may be entitled for CONTRACTOR’s failure to comply
with the California labor law requirements.
B) During shifts that require drivers to be provided a 30-
minute meal period break pursuant to Labor Code section 512, CONTRACTOR shall either
make arrangements for another certified driver to provide Services during those breaks or
not be compensated for each 30-minute meal period break during which Services are not
provided. In no case shall CONTRACTOR be entitled to bill RCTC for time during which a
driver is taking a meal period break.
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3.17.4 Payment Coverage. The compensation herein above specified will
cover and include all applicable labor surcharges such as taxes, insurance and fringe benefits,
as well as indirect costs, overhead, general and administrative expense, and profit.
3.17.5 Cost Principles.
A) CONTRACTOR agrees to comply with 2 CFR, Part 225, Cost
Principles for State and Local Government, and 2 CFR, Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards.
B) CONTRACTOR agrees that 1) Contract Cost Principles and
Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq.,
shall be used to determine the allowability of individual cost items, and 2) CONTRACTOR
shall comply with Federal administrative procedures in accordance with 2 CFR, Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards.
C) Any costs for which CONTRACTOR has received payment
or credit that are determined by subsequent audit to be unallowable under 2 CFR, Part 225,
48 CFR, Chapter 1, Part 31 or 2 CFR, Part 200, are subject to repayment by CONTRACTOR
to SAFE. Should CONTRACTOR fail to reimburse moneys due SAFE within 30 days of
demand, or within such other period as may be agreed in writing between the Parties hereto,
SAFE is authorized to intercept and withhold future payments due CONTRACTOR from
SAFE or any third-party source, including, but not limited to, the State Treasurer, the State
Controller, and the California Transportation Commission.
3.17.6 Fines. Fines for starting late; leaving early; taking more breaks
than authorized; or being ordered out of service by a CHP, SAFE Representative or Caltrans
supervisor for Contract infractions shall be deducted from the CONTRACTOR’s monthly
invoice at five (5) times the hourly rate, plus the loss of revenue for the down time. Fines
may be further described in the attached Exhibit “A” or Exhibit “B”.
3.17.7 Accounting System. CONTRACTOR 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
CONTRACTOR 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.
3.17.8 Invoices. Invoices for CONTRACTOR’s Services shall be submitted
monthly on forms approved by SAFE. Invoices will be routinely verified by CHP. To ensure
prompt payment, most billing disputes may be resolved within ten (10) working days of written
notice of dispute. However, at SAFE’s discretion, reconciliation of disputed fines that sum to
less than 2% of the months’ Invoice may be corrected on the next month’s Invoice to ensure
prompt payment of the major portion of the invoice. Each Invoice shall include a cover sheet
bearing a certification as to the accuracy of the statement signed by the CONTRACTOR’s
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authorized officer. Invoices shall be mailed to SAFE’s Contract Administrator at the following
address:
Riverside County Service Authority for Freeway Emergencies
FSP Program
P.O. Box 12008
Riverside, CA
92502-2208
Attn: Brian Cunanan
3.17.8.1 Monthly Progress Reports. As part of its Invoice,
CONTRACTOR shall submit a Monthly Progress Report, in a form determined by SAFE, which
will cover the Invoice period and include spreadsheets showing hours expended for each day
of the month per vehicle per beat, and the total for the term of the Contract to date. Submission
of such Monthly Progress Report by CONTRACTOR shall be a condition precedent to receipt
of payment from SAFE for each monthly Invoice submitted.
3.17.8.2 Payment Schedule. Invoice periods shall be based
upon a calendar month, beginning with the first day of the month. SAFE shall reimburse
CONTRACTOR for Services adequately provided under this Contract within thirty (30) days of
receiving the current period invoice with no errors. If the Invoice is completed incorrectly by the
CONTRACTOR it will delay payment. If SAFE fails to pay any amount owed to CONTRACTOR
under this Contract within thirty (30) days after receipt of the invoice, CONTRACTOR may give
SAFE a notice of failure to pay which shall set forth the invoice(s) and amount(s) which
CONTRACTOR believes are thirty (30) days overdue. SAFE shall pay any undisputed
invoice(s) and amount(s) within thirty (30) days of receipt of a notice of failure to pay.
3.17.9 Right to Audit. For the purpose of determining compliance with this
Contract and other matters connected with the performance of CONTRACTOR’s contracts with
third parties, CONTRACTOR and its subcontractors shall each maintain and make available for
inspection all books, documents, papers, accounting records, and other evidence pertaining to
the performance of such contracts, including, but not limited to, the costs of administering those
various contracts. All of the above referenced parties shall make such materials available at
their respective offices at all reasonable times for three years from the date of final payment of
Funds to CONTRACTOR. SAFE, the State of California acting through the Department of
Transportation or its duly authorized representative, the California State Auditor, or the United
States Department of Transportation shall each have access to any books, records, and
documents that are pertinent for audits, examinations, excerpts, and transactions, and
CONTRACTOR shall furnish copies thereof if requested.
3.17.10 Taxes. CONTRACTOR shall pay any sales, use, or other taxes,
if any, attributable to the provision of the Services.
3.17.11 Travel and Subsistence. Payments to CONTRACTOR 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. If the rates invoiced are in excess
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of those authorized DPA rates, then CONTRACTOR is responsible for the cost difference and
any overpayments shall be reimbursed to SAFE on demand.
3.17.12 Employment Adverse to the SAFE. CONTRACTOR shall notify
SAFE, and shall obtain SAFE’s written consent, prior to accepting work to assist with or
participate in a third-party lawsuit or other legal or administrative proceeding against SAFE
during the term of this Contract.
3.17.13 Extra Work. At any time during the term of this Contract, SAFE
may request CONTRACTOR to perform Extra Work. “Extra Work” shall mean any work which
is determined by SAFE to be necessary for proper completion of the Services, but which the
Parties did not reasonably anticipate would be necessary at the time of the execution of this
Contract and was not included in the Scope of Services. Extra Work, if any, shall be reimbursed
at the same hourly rate as identified in Section 3.17.3. CONTRACTOR shall not perform, nor
be compensated for Extra Work without obtaining authorization in the form of a written Extra
Work Order issued by SAFE’s Representative. For instance, Construction FSP services as it
relates to construction activity can be considered Extra Work. In the event an Extra Work Order
is not issued and signed by SAFE’s Representative, CONTRACTOR shall not provide such
Extra Work. However, no compensation or reimbursement for Extra Work shall be paid if it is
not authorized by SAFE and if the cumulative total of such Extra Work under the Contract
exceeds $25,000. All Extra Work in a cumulative total in excess of $25,000 must be approved
in advance by amendment to this Contract.
3.17.13.1 Extra Work Cancellation Policy. If a tow operator is
scheduled for Extra Work and they are notified of a cancellation with LESS than a 24 hour
notice – then the tow operator will be reimbursed for three (3) hours of the agreed upon
contract hourly rate. Note: The minimum of the three (3) hours should cover eight hours of the
drivers’ hourly wage. Starting with “Less than a 24 hour cancellation notice” up to the time the
tow operator is on the assigned Extra Work Beat, the “three contract hour cancellation rate”
remains the same. Once the tow operator is on the Extra Work Beat, the cancellation policy
changes.
If a tow operator begins the Extra Work (the truck is on the Beat) and is then notified that Extra
Work has been cancelled, the FSP operator will be paid for the entire shift period up to a
maximum of eight (8) hours. A shift period for this policy is defined as: the time period of the
actual Extra Work shift assigned or for a maximum of eight (8) contract hours, whichever is less.
The supervising FSP CHP Officer for the Extra Work shift will make the final determination as
to whether or not the tow operator will continue to work the Extra Work shift. Regardless, the
tow operator will be reimbursed for the original shift period or a maximum or eight (8) hours,
whichever is less.
3.17.14 Most Favored Customer. CONTRACTOR agrees that, throughout
the term of this Contract, it shall not enter into any FSP services agreement with any
government agency with whom it has either existing contractual relationship or has no
contractual relationship that predates this Contract, pursuant to which CONTRACTOR agrees
to charge FSP services fees less than those as indicated in this Contract for substantially the
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same level of FSP services contemplated by this Contract. Should SAFE establish that such
lower fees have been agreed to by CONTRACTOR with another government agency,
CONTRACTOR agrees to renegotiate the fees or to refund SAFE an amount equal to the
difference between the fees indicated in this Contract and the fees charged to other government
agency customer.
3.18 Delay in Performance.
3.18.1 Excusable Delays. Neither Party shall be considered in default in
the performance of its obligations to the extent that the performance of any such obligation is
prevented or delayed by an Excusable Delay. Should CONTRACTOR be delayed or prevented
from the timely performance of any act or Services required by the terms of the Contract by an
Excusable Delay, Contractor’s schedule for completion of tasks affected by such delay may be
extended as set forth in Section 3.18.2. But in every case, CONTRACTOR’s failure to perform
must be reasonably beyond the control, and without the fault or negligence of the
CONTRACTOR. Excusable Delays are acts of God or of the public enemy, acts or omissions
of SAFE or other governmental agencies in either their sovereign or contractual capacities,
fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe
weather.
3.18.2 Written Notice. If CONTRACTOR believes it is entitled to an
extension of time due to conditions set forth in subsection 3.18.1, CONTRACTOR shall provide
written notice to the SAFE within seven (7) working days from the time CONTRACTOR knows,
or reasonably should have known, that performance of the Services will be delayed due to such
conditions. Failure of CONTRACTOR to provide such timely notice shall constitute a waiver by
CONTRACTOR of any right to an excusable delay in time of performance.
3.18.3 Mutual Contract. Performance of any Services under this Contract
may be delayed upon mutual agreement of the Parties. Upon such agreement,
CONTRACTOR's Schedule of Services (as defined in their Proposal) shall be extended as
necessary by SAFE. CONTRACTOR shall take all reasonable steps to minimize delay in
completion, and additional costs, resulting from any such extension.
3.19 Status of CONTRACTOR/Subcontractors.
3.19.1 Independent Contractor. The Services shall be performed by
CONTRACTOR or under its supervision. CONTRACTOR will determine the means, methods
and details of performing the Services subject to the requirements of this Contract. SAFE
retains CONTRACTOR on an independent contractor basis and not as an employee, agent or
representative of the SAFE. CONTRACTOR retains the right to perform similar or different
services for others during the term of this Contract. Any additional personnel performing the
Services under this Contract on behalf of CONTRACTOR shall at all times be under
CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries
and other amounts due such personnel in connection with their performance of Services and
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as required by law. CONTRACTOR 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.
3.19.2 Assignment or Transfer. CONTRACTOR shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Contract or any interest
herein, without the prior written consent of SAFE. 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. Notwithstanding the foregoing, SAFE
may transfer or assign any and all of its rights and obligations under this Contract, including,
without limitation the rights to terminate this Contract, as assigned, pursuant to Section 3.15
hereof.
3.19.3 Subcontracting. CONTRACTOR shall not subcontract any portion
of the work or Services required by this Contract, except as expressly stated herein, including
the Scope of Services, without prior written approval of the SAFE. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Contract. SAFE shall
have no liability to any subconsultant(s) for payment for services under this Contract or other
work performed for CONTRACTOR, and any subcontract entered into by CONTRACTOR
pursuant to the conduct of services under this Contract shall duly note that the responsibility for
payment for the technical services or any other work performed shall be the sole responsibility
of CONTRACTOR.
3.20 CONTRACTOR will maintain an inventory of all non-expendable
equipment, defined as having a useful life of at least two years and an acquisition cost of $500
or more, paid for with funds provided pursuant to this Contract.
3.21 Ownership of Materials and Confidentiality.
3.21.1 Documents & Data; Licensing of Intellectual Property. All 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, spreadsheets, or data magnetically or otherwise recorded on computer diskettes,
prepared by or on behalf of CONTRACTOR under this Contract (“Documents and Data”), shall
be made available to SAFE at all times during this Contract and shall become the property of
SAFE upon the completion of the term of this Contract, except that CONTRACTOR shall have
the right to retain copies of all such Documents and Data for its records. Should
CONTRACTOR, either during or following termination of this Contract, desire to use any
Documents and Data, it shall first obtain the written approval of SAFE. This Contract creates a
no-cost, nonexclusive, and perpetual license for SAFE to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in the
Documents and Data which are prepared or caused to be prepared by CONTRACTOR under
this Contract (“Intellectual Property”). CONTRACTOR shall require all subcontractors to agree
in writing that SAFE is granted a no-cost, nonexclusive, and perpetual license for any
Intellectual Property the subcontractor prepares under this Contract. CONTRACTOR
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represents and warrants that CONTRACTOR has the legal right to license any and all
Intellectual Property prepared or caused to be prepared by CONTRACTOR under this Contract.
SAFE shall not be limited in any way in its use of the Intellectual Property at any time, provided
that any such use not within the purposes intended by this Contract shall be at SAFE's sole
risk.
3.21.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to CONTRACTOR in
connection with the performance of this Contract shall be held confidential by CONTRACTOR
to the extent permitted by law, including, without limitation, the California Public Records Act,
Government Code section 6250 et seq. Such materials shall not, without the prior written
consent of SAFE, be used by CONTRACTOR for any purposes other than the performance of
the Services as provided herein. Nor shall such materials be disclosed to any person or entity
not connected with the performance of the Services, except as provided herein. Nothing
furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally
known, or becomes known, to the related industry shall be deemed confidential.
CONTRACTOR shall not use SAFE's name or insignia, photographs, or any publicity pertaining
to the Services in any magazine, trade paper, newspaper, television or radio production, or
other similar medium without the prior written consent of SAFE.
3.22 Indemnification. CONTRACTOR shall indemnify and hold SAFE,
COMMISSION, CHP, Caltrans and their directors, officials, officers, agents, contractors,
consultants, employees, and volunteers free and harmless from any and all claims, demands,
causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to
property or persons, including wrongful death, in any manner arising out of, or incident to, any
acts, omissions, or willful misconduct of the CONTRACTOR, its officials, officers, employees,
agents, consultants, and contractors arising out of or in connection with the performance of the
Services or this Contract, including without limitation, the payment of all consequential damages
and other related costs and expenses. CONTRACTOR shall defend, at CONTRACTOR’s own
cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of
every kind that may be brought or instituted against SAFE, COMMISSION, CHP, Caltrans or
their directors, officials, officers, agents, contractors, consultants, employees, and volunteers.
CONTRACTOR shall pay and satisfy any judgment, award, or decree that may be rendered
against SAFE, COMMISSION, CHP, Caltrans or their directors, officials, officers, agents,
consultants, employees, and volunteers, in any such suit, action, or other legal proceeding.
CONTRACTOR shall reimburse SAFE, COMMISSION, CHP, Caltrans and their directors,
officials, officers, agents, consultants, employees, and volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. CONTRACTOR’s obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the CONTRACTOR, SAFE, COMMISSION, CHP,
Caltrans or their directors, officials, officers, agents, consultants, employees, and volunteers.
3.23 Insurance.
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3.23.1 Time for Compliance. CONTRACTOR shall not commence work
under this Agreement until it has provided evidence satisfactory to SAFE that it has secured all
insurance required under this section, in a form and with insurance companies acceptable to
SAFE. In addition, CONTRACTOR shall not allow any subcontractor to commence work on
any subcontract until it has secured all insurance required under this section.
3.23.2 Minimum Requirements. CONTRACTOR shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the CONTRACTOR, its agents, representatives, employees or
subcontractors. CONTRACTOR shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall meet at
least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad
as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001 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.
(B) Minimum Limits of Insurance. CONTRACTOR shall maintain limits
no less than:
(i) General Liability:
Per occurrence: $2,000,000
Project Specific Aggregate: $4,000,000
Products/Completed Operations: $1,000,000
Personal Injury Limit: $1,000,000
(ii) Automobile Liability: $1,000,000 per accident for bodily injury and
property damage; and
(iii) Workers’ Compensation and Employer’s Liability: Workers’
Compensation limits as required by the Labor Code of the State of California. Employer’s
Practices Liability limits of $1,000,000 per accident.
3.23.3 On-Hook Insurance & Garage Keepers Liability Coverage.
(A) CONTRACTOR shall maintain a policy of On-Hook Towing
Insurance to include the care, custody or control exposure present while vehicles are being
serviced roadside, on-hook, or in a storage yard for not less than one hundred thousand dollars
($100,000).
(B) CONTRACTOR shall maintain a policy of Garage Keepers Liability
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Insurance which shall include coverage for vehicles in the care, custody and control of the
CONTRACTOR with limits of liability not less than $500,000 per occurrence for property
damage.
3.23.4 Insurance Endorsements. The insurance policies shall contain the
following provisions, or CONTRACTOR shall provide endorsements on forms approved by
SAFE to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must include coverage for
(1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3)
premises/operations liability; (4) products/completed operations liability; (5) aggregate limits
that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7)
contractual liability with respect to this Agreement; (8) broad form property damage; and (9)
independent consultants coverage.
(ii) The policy 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 SAFE, COMMISSION, CHP, Caltrans and their
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 SAFE, COMMISSION, CHP, 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) SAFE, COMMISSION, CHP, 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 CONTRACTOR or for which the CONTRACTOR is responsible; and (2) the
insurance coverage shall be primary insurance as respects SAFE, COMMISSION, CHP,
Caltrans and their directors, officials, officers, employees and agents, or if excess, shall stand
in an unbroken chain of coverage excess of the CONTRACTOR’s scheduled underlying
coverage. Any insurance or self-insurance maintained by SAFE, COMMISSION, CHP,
Caltrans or their directors, officials, officers, employees and agents shall be excess of the
CONTRACTOR’s insurance and shall not be called upon to contribute with it in any way.
(C) Workers’ Compensation and Employers Liability Coverage.
(i) CONTRACTOR 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
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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
SAFE, its directors, officials, officers, employees and agents for losses paid under the terms of
the insurance policy which arise from work performed by the CONTRACTOR.
(D) All Coverages.
(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 SAFE, its
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 SAFE, COMMISSION, CHP,
and Caltrans (if agreed to in a written contract or agreement) before SAFE, COMMISSION,
CHP or Caltrans 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) CONTRACTOR shall provide SAFE at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
CONTRACTOR 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 CONTRACTOR shall deliver renewal
certificate(s) including the General Liability Additional Insured Endorsement to SAFE 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. CONTRACTOR shall maintain such coverage continuously
for a period of at least three years after the completion of the work under this Agreement.
CONTRACTOR 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
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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 CONTRACTOR, and any approval of said insurance by SAFE,
is not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the CONTRACTOR 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, SAFE has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by SAFE will be promptly reimbursed by CONTRACTOR or
SAFE will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the
alternative, SAFE may cancel this Agreement. SAFE may require the CONTRACTOR to
provide complete copies of all insurance policies in effect for the duration of the Project.
(viii) Neither SAFE, COMMISSION, CHP, Caltrans nor any of their
directors, officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
Each insurance policy required by this Agreement shall be endorsed to
state that:
3.23.5 Deductibles and Self-Insurance Retentions. Any deductibles or
self-insured retentions must be declared to and approved by SAFE. If SAFE does not approve
the deductibles or self-insured retentions as presented, CONTRACTOR shall guarantee that,
at the option of SAFE, either: (1) the insurer shall reduce or eliminate such deductibles or self-
insured retentions as respects SAFE, its directors, officials, officers, employees and agents; or,
(2) the CONTRACTOR shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.23.6 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A: VIII, licensed to do business in California, and
satisfactory to SAFE.
3.23.7 Verification of Coverage. CONTRACTOR shall furnish SAFE with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to SAFE. 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 SAFE before work
commences. SAFE reserves the right to require complete, certified copies of all required
insurance policies, at any time.
3.23.8 Subcontractor Insurance Requirements. CONTRACTOR shall not
allow any subcontractors to commence work on any subcontract until they have provided
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evidence satisfactory to SAFE that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subcontractors shall be endorsed to name SAFE, COMMISSION, CHP and Caltrans as
additional insureds using ISO form CG 20 38 04 13 or an endorsement providing the exact
same coverage. If requested by CONTRACTOR, SAFE may approve different scopes or
minimum limits of insurance for particular subcontractors or subcontractors.
3.23.9 Review of Coverage. SAFE retains the right at any time to review
the coverage, form and amount of insurance required herein and may require CONTRACTOR
to obtain additional insurance reasonably sufficient in coverage, form, amount to provide
adequate protection against the kind and extent of risk which exists at the time of change in
insurance required.
3.23.10 Safety. CONTRACTOR shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
CONTRACTOR shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work is to
be performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment, and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
3.24 Prohibited Interests.
3.24.1 Solicitation. CONTRACTOR maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for CONTRACTOR, to solicit or secure this Contract. Further, CONTRACTOR warrants that it
has not paid nor has it agreed to pay any company or person, other than a bona fide employee
working solely for CONTRACTOR, any fee, percentage, brokerage fee, gift, or other
consideration contingent upon or resulting from the award or making of this Contract. For
breach or violation of this warranty, SAFE shall have the right to rescind this Contract without
liability.
3.24.2 Conflict of Interest. For the term of this Contract, no member, officer
or employee of SAFE, during the term of his or her service with SAFE, shall have any direct
interest in this Contract, or obtain any present or anticipated material benefit arising therefrom.
3.24.3 Conflict of Employment. Employment by the CONTRACTOR of
personnel currently on the payroll of SAFE shall not be permitted in the performance of this
Contract, 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
CONTRACTOR of personnel who have been on SAFE payroll within one year prior to the date
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of execution of this Contract, where this employment is caused by, and or dependent upon, the
CONTRACTOR securing this or related Contracts with SAFE, is prohibited.
3.25 Nondiscrimination; Equal Opportunity Employment. CONTRACTOR shall
not deny any benefits of this Contract on the basis of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, genetic information, marital
status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and
veteran status, nor shall CONTRACTOR unlawfully discriminate, harass, or allow harassment
against any subcontractor, employee or applicant for employment because of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual
orientation, or military and veteran status.
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. Employment and Housing Act (Gov. Code Section 12900 et seq.) and
the applicable regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, Section 7285.0 et
seq.): The applicable regulations of the Fair Employment and Housing Commission
implementing Government Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of
the California Administrative Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of
the California Administrative Code are incorporated into this Contract by reference and made a
part hereof as if set forth in full. CONTRACTOR shall include the provisions of this Section in
all of CONTRACTOR’s subcontracts with respect to work under this Agreement, unless
exempted by the Regulations. CONTRACTOR shall also comply with all relevant provisions of
SAFE's Minority Business Enterprise program, Affirmative Action Plan, or other related SAFE
programs or guidelines currently in effect or hereinafter enacted.
3.26 Right to Employ Other CONTRACTORs. SAFE reserves the right to
employ other CONTRACTORs in connection with the Services.
3.27 Governing Law. The validity of this Contract and of any of its terms or
provisions, as well as the rights and duties of the parties hereunder, shall be governed by and
construed with the laws of the State of California.
3.28 Venue. The Parties acknowledge and agree that this Contract was entered
into and intended to be performed in Riverside County, California. The Parties agree that the
venue for any action or claim brought by any Party will be the Central District of Riverside
County. Each Party hereby waives any law or rule of court which would allow them to request
or demand a change of venue. If any action or claim concerning this Contract is brought by any
third party, the Parties agree to use their best efforts to obtain a change of venue to the Central
District of Riverside County.
3.29 Time of Essence. Time is of the essence for each and every provision of
this Contract.
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3.30 Headings. Article and section headings, paragraph captions, or marginal
headings contained in this Contract are for convenience only and shall have no effect in the
construction or interpretation of any provision herein.
3.31 Notices. All notices hereunder and communications regarding
interpretation of the terms of this Contract or changes thereto shall be given to the respective
Parties at the following addresses, or at such other addresses as the respective Parties may
provide in writing for this purpose:
CONTRACTOR:
Royal Coaches Auto
Body and Towing
14827 Ramona Blvd
Baldwin Park, CA 91706
Attn: William Salazar
SAFE:
Riverside County Service Authority
for Freeway Emergencies
FSP Program
P.O. Box 12008
Riverside, CA
92502-2208
Attn: Brian Cunanan
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
3.32 Electronic Delivery of Agreement. A manually signed copy of this
Agreement which is transmitted by facsimile, email or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original executed copy of the
Agreement for all purposes.
3.33 Amendment or Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.34 Entire Contract. This Agreement contains the entire Agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations, contracts or
understandings.
3.35 Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions
shall continue in full force and effect.
3.36 No Waiver. Failure of CONTRACTOR 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.
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3.37 Eight-Hour Law. Pursuant to the provisions of the California Labor Code,
eight hours of labor shall constitute a legal day's work, and the time of service of any worker
employed on the work shall be limited and restricted to eight hours during any one calendar
day, and forty hours in any one calendar week, except when payment for overtime is made at
not less than one and one-half the basic rate for all hours worked in excess of eight hours per
day ("Eight-Hour Law"), unless CONTRACTOR or the Services are not subject to the Eight-
Hour Law. CONTRACTOR shall forfeit to SAFE 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 CONTRACTOR or the
Services are not subject to the Eight-Hour Law.
3.38 Subpoenas or Court Orders. Should CONTRACTOR receive a subpoena or
court order related to this Agreement, the Services or the Project, CONTRACTOR shall
immediately provide written notice of the subpoena or court order to the SAFE. CONTRACTOR
shall not respond to any such subpoena or court order until notice to the SAFE is provided as
required herein and shall cooperate with the SAFE in responding to the subpoena or court
order.
3.39 Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited to, the
indemnification and confidentiality obligations, and the obligations related to receipt of
subpoenas or court orders, shall survive any such expiration or termination.
3.40 Counterparts. This Agreement may be signed in one or more counterparts,
any one of which shall be effective as an original document.
3.41 Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
3.42 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.
In the event the standards set forth in this Agreement conflict with the standards set forth in any
exhibit hereto, the higher standard shall govern.
3.43 Attorneys' Fees and Costs. If any legal action is instituted to enforce or
declare any Party's rights hereunder, each Party, including the prevailing Party, must bear its
own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys'
fees directly arising from any third party legal action against a Party hereto and payable under
Section 3.21, Indemnification.
3.44 Consent. Whenever consent or approval of any Party is required under
this Contract, that Party shall not unreasonably withhold nor delay such consent or approval.
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Agreement No. 22-45-102-00
3.45 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
[Signatures on following page]
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Agreement No. 22-45-102-00
SIGNATURE PAGE
TO AGREEMENT 22-45-102-00
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
herein written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION ROYAL COACHES AUTO BODY AND
ACTING AS THE AND TOWING
RIVERSIDE COUNTY SERVICE
AUTHORITY FOR FREEWAY
EMERGENCIES
By: ____________________________ By: _____________________________
RCTC Chair
_____________________________
Name
_____________________________
Title
APPROVED AS TO FORM: Attest:
By: ____________________________ By: ____________________________
Best Best & Krieger LLP,
Counsel to the Riverside County Its: Secretary
Service Authority for
Freeway Emergencies
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Agreement No. 22-45-102-00
EXHIBIT “A”
Scope of Services
Express Lanes
1.0 GENERAL INFORMATION
1.1 Background & Introduction
In 1993, the California state legislature adopted the Freeway Service Patrol (FSP) Act.
This act allows for the implementation of a freeway service patrol system on highways
throughout California. The FSP program in Riverside County is operated in partnership
with Riverside Express Lanes and the California Highway Patrol (CHP). The purpose of
the Toll FSP program is to provide tow services within a designated toll facility to ensure
the lanes operate in a free-flow state and facilitate the rapid removal of disabled vehicles.
Contracts to provide toll FSP service are competitively bid.
1.2 Project Description
The purpose of the Toll FSP program is to provide trucks that are strategically staged
within the corridor to deploy and provide for the rapid removal of disabled vehicles from
the toll lanes and perform minor services. Toll FSP operates on selected toll lane
segments referred to as “beats”. Each beat has specific turnaround locations and
designated drop locations identified by CHP. The Scope of Services (Section 2.0)
hereunder identifies the specific limits, number and type of tow trucks, number and type
of back-up trucks, hours of operation, and tentative holidays on which the cost of each
beat shall be based. RCTC reserves the right to add or delete holidays and to modify
the work schedule to optimize service hours. Travel time to and from the beat will be at
the expense of the Contractor.
The Scope of Services of this contract will include two beats, 91-T Beat for the 91
Express Lanes and 15-T Beat for the Interstate (I)-15 Express Lanes. The limits of the
91 Express Lanes include are on State Route (SR) 91 from the Orange County/Riverside
County line to McKinley Street and connector(s) to the I-15 Express Lanes to Ontario
Avenue or Sixth Street. The I-15 Express Lanes will be along the I-15 from the San
Bernadino County/Riverside County line to Cajalco Road and direct connectors to the
91 Express Lanes. The trucks may will be able to work across the both beats to maximize
contractor efficiencies.
Where traffic conditions permit, safe removal of small debris will be required. Vehicle
operators will perform a sweep of the entire length of the beat at the start of shift, end of
shift, and every two hours in between, or less frequently as determined by RCTC. Due
to Toll FSP trucks being staged rather than roving, vehicle operators shall mobilize within
three (3) minutes of receiving notification from the Traffic Operations Center (TOC) or
CHP or the Contractor shall be fined five (5) times the hourly contract rate in one (1)
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minute increments for the amount of time it takes the vehicle operator to mobilize.
Mobilize is defined as a FSP certified truck being en route to a call for service.
Vehicle operators shall be responsible for clearing the toll lanes of automobiles, small
trucks, motorcycles, and small debris. When and where conditions warrant, service may
be executed on toll lane shoulders. Where conditions do not warrant, vehicle operators
will remove the vehicles from the toll lanes and off the highway to provide service. During
service hours, Toll FSP vehicles shall always be prepared to respond to CHP calls for
service, respond to calls for service from toll operations, use the CHP designated drop
locations for vehicles, and use the designated turnaround locations.
Toll FSP vehicle operators may be required to perform minor services, such as: change
flat tires, provide "jump" starts, provide one gallon of gasoline or diesel fuel, temporarily
tape cooling system hoses, refill radiators, and tow vehicles in a safe and efficient
manner.
If a disabled vehicle cannot be mobilized or relocated, the motorist can request the Toll
FSP vehicle operator to call the CHP Communications Center to request a CHP
rotational tow or other service. Toll FSP vehicle operators shall not be allowed to tow as
an independent contractor from an incident or assist that occurred during the Toll FSP
shift unless called as a rotation tow by CHP after the shift has ended. If called as a
rotation tow after a Toll FSP shift, the vehicle operator must first remove all Toll FSP
markings such as signs, vests, and uniforms.
There may be some instances where Toll FSP operators may be requested to provide
assistance to CHP Officers. Toll FSP operators shall follow the instructions of the CHP
Officer at the scene of any incident within the scope of the Toll FSP program.
All Toll FSP services shall be provided at no cost to the motorist. Toll FSP vehicle
operators shall not accept gratuities, perform secondary towing services, recommend
secondary tows, or recommend repair/body shop businesses.
Toll Freeway Service Patrol standard hours of operation are defined in section 2.1 below.
It will be determined at time of award whether contractor vehicles shall be exclusively
dedicated to Toll FSP service or not. All vehicle maintenance activities shall be
conducted during non-service hours.
To be awarded a contract, a Contractor must have a tow facility within close proximity to
the service area, have been in business as a tow service operator for a minimum of five
(5) years, and have a minimum of two (2) years experience in CHP tow rotation service
and currently be a CHP tow rotation provider.
A Contractor that has been terminated for cause from any FSP contract within the state
shall not be eligible to participate in the Riverside County FSP program. A NEW
Contractor, who remains in good standing, as determined by FSP management, may be
considered for additional beat awards in future procurements.
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An existing Contractor that is not in good standing as determined by information received
by the FSP management staff at the time of their proposal may, at the discretion of FSP
management, be limited to the number of beats the Contractor is awarded, including not
being awarded any beats.
FSP Management Staff reserves the right to limit the number of beats awarded to
one Contractor.
At any time during the contract's term, RCTC reserves the right to adjust beat
specifications and service hours to better accommodate demand for the service. These
changes can occur during the course of the contract through formal amendments. If
warranted during the service hours, the Contractor may be requested to temporarily
reassign his/her Toll FSP operators/trucks to locations outside its assigned Beat.
Contractors may be permitted to do this only upon CHP and/or RCTC approval.
If awarded a contract, the Contractor shall have no more than two hundred sixteen (216)
calendar days after the notice to proceed (notice of proceed tentatively expected on or
around June 8, 2022), in which to acquire the required equipment, hire and train vehicle
operators, be operable, and be FSP certified. The Contractor shall have the appropriate
number of primary and back-up trucks ready for inspection by CHP no later than January
10, 2023. Any company that cannot meet the above-mentioned requirements shall not
be awarded the contract(s).
2.0 Beat Description/Summary
FSP
Beat
#
Beat Description
One-Way
Length in
Miles
# Primary
FSP Trucks
#
Backup
FSP
Trucks
91-T
Express Lanes on SR-91 from
Orange County line to McKinley
Street, I-15 Connectors to Ontario
Avenue or Sixth Street
13.1 1
1
15-T
Express Lanes on Interstate I-15
from San Bernadino County line to
Cajalco Road, Connectors to 91
Express Lanes
15 2
2.1 Hours of Operation:
Standard Toll FSP 91-T
Monday through Wednesday
4:00 a.m. to 10:30 a.m. operating 1 truck
1:00 p.m. to 7:00 p.m. operating 1 truck
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Thursday through Friday
5:00 a.m. to 10:30 a.m. operating 1 truck
12:00 p.m. to 8:00 p.m. operating 1 truck
Saturday through Sunday
1:00 p.m. to 7:00 p.m. operating 1 truck
Standard Toll FSP 15-T
Monday through Wednesday
5:00 a.m. to 10:30 a.m. operating 2 truck
1:00 p.m. to 7:00 p.m. operating 2 truck
Thursday through Friday
5:00 a.m. to 10:30 a.m. operating 2 truck
12:00 p.m. to 8:00 p.m. operating 2 truck
Saturday through Sunday
1:00 p.m. to 7:00 p.m. operating 1 truck
During standard Toll FSP service hours, the backup truck is required to be
available at all times. RCTC reserves the right to change service hours and
operational requirements during the course of the contract.
a. Total estimated truck hours in per year of contract: 10,998.
b. Trucks may rotate between beats to maximize operational efficiencies.
c. In addition to the above service hours, at the discretion of RCTC and CHP,
additional service may be requested as deemed necessary. Contractor
will be notified at least one week prior to when this service is to be provided.
d. Toll FSP service will operate on all major holidays unless otherwise
notified.
3.0 FSP Management and Representatives
RCTC is providing freeway service patrol along the SR-91 and I-15 Express Lanes for
traffic mitigation, as well as air quality improvement within Riverside County. RCTC and
CHP will jointly oversee the service. RCTC serves as the contract administrator and
funding agency while CHP is responsible for the daily operations and field supervision
of the program.
Authority for FSP derives from (a) Section 21718 (A) of the California Vehicle Code,
which allows FSP trucks supervised by the CHP to stop on freeways for the purpose of
rapid removal of impediments to traffic.
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3.1 Standard Operating Procedures
The guidelines and policies of the FSP program, which promote a safe work environment
and maintain a level of professionalism, are contained in the Standard Operating
Procedures (SOP) manual developed by the CHP. The SOP and any updates to it are
incorporated into the contract with RCTC, therefore, the Contractor and their vehicle
operators are responsible to operate and adhere to the most recent version of the SOP
at all times.
Contractor shall be held responsible for maintaining an updated SOP, which is
incorporated herein by reference. SOP revisions and updates shall be unilaterally issued
by RCTC or CHP, as deemed necessary by CHP or the FSP Technical Advisory
Committee, and all changes, revisions and updates to the SOP, if any, shall supersede
all previous or existing SOPs. A copy of the current SOP is included as part of the
original RFP package and additional hard or soft copies can be provided to all interested
parties upon request. Contractor is shall sweep the beat at the beginning and end of
each shift and once every one (1) hours during the shift.
Contractor shall mobilize, be in-route to the incident, immediately. RCTC reserves
the right to penalize the contractor five (5) times the hourly contract rate in one (1)
minute increments for every minute that exceeds the grace period of three (3)
minutes, plus the loss of revenue for the down time beyond.
Vehicle operators or Toll FSP trucks found not to be in compliance with FSP
procedures defined in the SOP may be penalized, suspended, and/or terminated
from the FSP program and the company may also be assessed liquidated damages
amounts for said violations as described herein. Liquidated damages are
inclusive of other remedies at law and/or those described under the terms of the
contract.
Refer to Proposal Pricing Form for further details on violations and penalties.
4.0 Vehicles
4.1 Tow Truck Requirements
Toll FSP tow trucks shall be exclusively dedicated to the Toll FSP program during Toll
FSP service hours. All vehicle maintenance activities shall be conducted during non-
Service hours. When conducting the Services on a Toll FSP shift, the
CONTRACTOR’s vehicle shall display all Toll FSP markings and the vehicle operator
shall wear a Toll FSP uniform.
The Toll FSP will use conventional two-vehicle car carrier/flatbed Class A tow trucks with
seating capacity for five. The tow trucks will have a minimum gross vehicle weight rating
of 21,000 pounds and a rear gross adjusted weight rating of 15,000 pounds. All trucks
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Agreement No. 22-45-102-00
proposed for use in the Toll FSP Program should be less than a year old with a maximum
of 50,000 miles on the chassis and working parts of the truck at the onset of the contract,
free of any mechanical defects or physical damage and have a clear (non salvage) title.
Extenuating circumstances dictating departure from this specification should be at the
consensus of the local FSP partners. The CHP, in conjunction with the Caltrans or the
regional transportation agency, should verify the original purchase dates to ensure
compliance.
All Toll FSP tow trucks must be Department of Transportation (DOT) compliant, as well
as California Air Resources Board (CARB) compliant. This includes an engine that has
been certified by CARB, as required by law in the State of California. Any tow truck that
is utilized for the Toll FSP Program must comply with emission standards set forth by
DOT and CARB, as well as all local, state, and federal laws associated with that truck
and as outlined in the RFP.
Each tow truck shall be equipped in accordance with the CHP’s Freeway Service Patrol
Manual and Standard Operating Procedures Manual and, at a minimum, shall include
the following:
Toll FSP Equipment List
Current Registration/ Insurance Fire Extinguisher: 4BC Rating, new or
exp:
Paint: White Only, 4" max black lettering Broom: 24 inches wide, coarse bristle
Rubber faced push bumper(s) Shovel: Square point
Vehicle numbers on both sides Large Pry Bar: Minimum 36 inch length
2 FSP signs Wood Crossbeams: 1 ea., 4"x4"x48" and
4"x4"x60"
Headlights Hydraulic Floor Jack: 2-Ton capacity
Turn Signals Jack stand: 2-Ton capacity
Reflectors, Front and Side Portable air tank: 80 psi. min, or
compressor w/ 50’ min hose
Clearance Lamps (>80” Wide) Bolt Cutters
Amber Warning Lights: Front/rear
selectable, in-cab controls
One 4 - Ton snatch block
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License Plate Lamp Flares: Total burn time of 360 minutes
minimum
Tail Lamps Metric and Standard 4-way Lug
Wrenches
Stop Lamps Sledge Hammer: 4 pound
Backup Lamps Utility/ Motorcycle Straps
Rear work lights Steering Wheel Securement Device
Reflectors, Rear Funnel with flexible spout
Extension Tail/ Stop Lamps Water Container: Plastic, 5 gallon
Fenders / Mudguards Fuel in Approved Plastic Containers:
Gas/Diesel, 5 gal. each
Windshield Absorbent Can with lid: 5 gal. of clean
absorbent
Windshield Wipers Trash Can with lid: 5 gal., empty
Spotlight: Body mounted, front to rear
coverage
Cones: 6 ea., 18 inch height,
reflectorized w/ tape
Service Brakes Booster cables: 3 ga. Cu., 25 ft., H-D
clamps, fit truck
Parking Brake Booster Cable Connectors: mounted
front and rear
Mirrors Battery Rating: 60 Amp-hour or greater
Horn Tire Tread
Beam Indicator Wheels
Cab interior lighting suitable for reading
and writing
Suspension
Truck to Shop Communications System Steering
FSP Two-Way Radios / Terminals Frame
Scanner: Operating and properly
programmed
Exhaust System
Public Address System Fuel Cap(s)
Flashlight
Spare flashlight batteries/ Charger for
rechargeable
First Aid kit: 5"x9" Tool Kit
Lockout Tool Set Screwdrivers: 1/8", 3/16", 1/4", 5/16" Flat;
#1, #2 Philips
Warning Devices (Reflectors) Adjustable Wrenches: 8” and 12"
Pliers: Needle nose and adjustable rib
joint, 2 inch capacity
Duct tape, Electrical tape, mechanics
wire: 1 roll each
Rubber Mallet
Tire Pressure Gauge
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Agreement No. 22-45-102-00
WRECKER - GENERAL
Manufacturer Rating Plates Throttle Control
Wrecker Controls on both sides of vehicle Hydraulic Rams, Hoses, Valves
Control Labels Winch: Type:
Body and Towing Equipment Mounting
Bolts
Winch: Rated 8,000 pounds on first cable
layer
Cable Sheaves Safety chain D-ring or eyelet mounted on
rear of truck
WHEEL LIFT
Minimum GVWR: 14,000 lbs. "L" Arms
Wheel Lift Assembly; Rated 4,000
Pounds-Extended, with Wheel Lift
Extended
Cradle / Straps/ Chains
Pivot Pin Claw
(2) Wheel Tie Down Safety Straps with
ratchets
100' 3/8" 6x19 Wire rope or OEM
Specifications
4-Ton Boom Assembly (2) Tow Chains 5/16" Grade 70 with J/T
Hooks
Sling Assembly; Rating: 3,000 Pounds (if
equipped)
Tow Dolly (with wheel tie down straps),
minimum rating of 3,900 pounds. Steel
Pry Bar (1)
One pair of spacer blocks or 2 wood
blocks 4”x6”x12”
(2) Safety Chains: 5/16" Alloy or OEM
Specifications
5 foot min. length
CAR CARRIER / TWO VEHICLE
Minimum seating capacity for 5 adults 50' 3/8" 6X19 Wire rope or OEM
Specifications
GVWR: Minimum. 21,000 lbs.; Rear
GAWR 15,000 min.
J/T Hook Loading Bridle Chains
Carrier Bed Frame 4 Safety Chains 5/16" Alloy or OEM
Specifications
Bed Material: Steel or Aluminum Wheel Lift Assembly; Rated 4,000
Pounds-Extended, with Wheel Lift
Extended.
Bed Length: 19.5 ft. minimum (2) Wheel Tie Down Safety Straps with
ratchets
Bed Hinges One pair of spacer blocks or 2 wood
blocks 4”x6”x12”
Bed Safety Lock Motorcycle loader for flatbeds
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Agreement No. 22-45-102-00
Tie Downs: 8 each, one near each
corner of the bed, two each side of bed
distributed between corner tie downs,
each must accommodate snatch blocks
(2) Safety Chains: 5/16" Alloy or OEM
Specifications
5 foot min. length
4.2 Tow Truck Appearance
Toll FSP vehicles bearing the Toll FSP title, logo, and vehicle identification number shall
be painted white (includes the hood, fenders and doors – the entire truck cab is to be
painted white). No trim will be allowed. Lettering shall be in a blocked bold style parallel
to the ground and shall be no less than 2 inches by 2 inches and no greater than 4 inches
in height. Lettering can only be black in color (no other colors will be permitted). Letters
shall be placed on the lower body of the truck toward the cab. The overall look of the
truck must be approved by CHP prior to service implementation; therefore, any questions
regarding this policy may be discussed with CHP prior to implementing, as truck
compliance with current state FSP standards is required. No other accessory
equipment, signage, or advertisements (mud flaps, stickers, employment advertisement,
and so forth) shall be mounted or installed without prior CHP approval. This includes,
but is not limited to: bras or window tint.
RCTC will provide either removable magnetic signs or permanent decals with the Toll
FSP logo for the Toll FSP vehicles. The type of sign or decal to be used will be
determined based on whether or not the Toll FSP vehicles are fully dedicated during
non-Toll FSP hours. If removable magnetic signs are chosen, these signs shall be
removed immediately upon completion of each shift. RCTC will supply each Contractor
with the appropriate number of detachable markings for each Beat(s). If a marking is lost
or damaged, the Contractor shall be responsible for the cost of the replacement
markings. All Toll FSP markings shall be returned at the termination of the contract. The
cost of any RCTC and/or Caltrans/CHP supplied item and/or equipment not returned
shall be deducted from the Contractor's final payment.
Toll FSP markings, as well as vehicle numbers, shall be required on both sides of all
trucks. The removable magnetic signs, if used, are to be provided by RCTC and must
be placed on the center of the driver and passenger doors of the vehicle. The vehicle
operator shall be required to keep the title and logos clean, straight, and in readable
condition throughout the Toll FSP shift. The operator is also required to keep the
magnetic signage flat (do not bend in any way), clean, and out of direct sunlight while
being stored during non-Toll FSP operational hours.
4.3 Vehicle Inspections
Prior to commencement of service, the CHP will inspect each vehicle designated for the
FSP to ensure that it meets the vehicle specifications and to ensure that it meets or
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Agreement No. 22-45-102-00
exceeds safety requirements. These inspections will occur prior to the start of service.
Succeeding inspections will occur periodically as determined by the CHP.
Documentation of the vehicle identification number and successful completion of the
inspection will be kept on file at the CHP office and Contractor's base office.
Any unsafe, poorly maintained, or improperly equipped vehicle(s) shall be removed from
service, and if discovered to be in such a condition during the shift, said vehicle(s) shall
be removed from service or repaired as directed by the CHP, and the Contractor shall
be fined five (5) times the hourly contract rate in one (1) minute increments for the
remainder of that shift, plus the loss of revenue for the down time. Spare vehicles,
also known as “back-ups”, will be required to complete the shifts of vehicles removed
from service. The Contractor will be required to have a back-up Toll FSP vehicle
available for service for the duration of each and every Toll FSP shift with the exception
of the afternoon shift during ramp-up service hours as the back-up truck will be used as
the second primary truck.
The vehicle operator shall be required to complete a pre-operation shift inspection log of
the vehicle as well as inventory the required equipment prior to the start of each and
every shift. The vehicle operator shall be required to complete a driver log, which is used
to track the mileage. A shift inspection/inventory log shall be completed by the vehicle
operator prior to the start of each shift and be available for inspection . Any item missing
must be replaced prior to the start of the shift. All equipment stored on top of the truck
shall be secured to the truck.
4.4 Spare/Back-Up Vehicles
The Contractor shall be required to have one FSP Certified Back-Up tow truck available
per Beat during Toll FSP service hours that is in full compliance with the agreement,
unless otherwise authorized by RCTC and CHP in writing. The only exception to this is
for afternoon shifts during ramp-up service hours as the back-up truck will be used as
the second primary truck. During Toll FSP service hours, the spare vehicle shall be kept
at the Contractor’s yard or staged adjacent to the assigned beat. The FSP Certified
Back-Up tow truck should be used when the Certified Primary Toll FSP tow truck is
unavailable. The Toll FSP Certified Back-Up tow truck shall meet the same
requirements for equipment, set-up, and color as the Certified Primary Toll FSP tow
truck. It shall meet all the vehicle equipment specifications. Refer to Attachment H for
further details on violations and penalties.
4.5 Vehicle Breakdown and Other Missed Service
The spare vehicle must be in service on the Beat within 30 minutes of the time a
permanently dedicated vehicle is taken out of service for any reason. The Contractor
shall not be paid for the time period that the contractually required trucks are not in
service. If a vehicle is not made available within the required 30 minute time period,
the Contractor shall be fined five (5) times the hourly contract rate in one (1)
minute increments for every minute that exceed the 30 minute replacement period
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until a certified FSP compliant spare/back-up vehicle is provided. If a truck is not
ready due to breakdown at the start of a shift, the fine time will be calculated from
the start of the shift until a replacement is placed into service. If the entire shift is
missed, Contractor shall be fined for the entire shift at five (5) times the hourly rate
times the total minutes for the affected shift.
Vehicle maintenance shall be performed during non-FSP service hours. In
addition, not having a certified FSP “spare or back-up” vehicle operator available
is not an allowable excuse for not having a spare (back-up) vehicle on the beat
within the 30 minute time period. If the Contractor does not have a dedicated or
spare truck on the Beat because a certified FSP vehicle operator is not available,
the Contractor shall be fined five (5) times the hourly contract rate in one (1)
minute increments until a certified FSP replacement vehicle operator is provided.
If the entire shift is missed because a vehicle operator was not available, the
Contractor shall be fined for the entire shift at five (5) times the hourly rate times
the total minutes for the affected shift.
5.0 Communications Equipment and Computers
5.1 Communications Equipment
Each FSP vehicle shall be equipped with various communication devices that will enable
the vehicle operator to communicate with the TOC and CHP Communications Center.
All vehicles shall be equipped with an Automatic Vehicle Location (AVL) system, radios,
and Data Collection Devices (DCD). The AVL system, radio, and DCD equipment shall
be purchased, owned, and supplied by RCTC. RCTC shall select the equipment and
equipment installation vendor.
The Contractor shall be responsible for maintaining the security of the vehicle
communication equipment provided by RCTC. The Contractor shall be liable for any
damage to the RCTC-owned communication equipment. The Contractor shall also be
liable for the full replacement value of the communication equipment installed in the
trucks while in the care, custody, and control of the equipment. RCTC will deduct repair
fees as well as the full replacement cost of any RCTC equipment due to improper use or
negligence by the Contractor from any payment due to the Contractor. RCTC-supplied
vehicle communications equipment shall be returned in full working condition upon
contract termination. The cost of any equipment not returned within a reasonable time
period shall be deducted from the Contractor's final payment.
Programmable scanners capable of scanning between the 39 and 48 MHz used by CHP
shall be supplied by the Contractor and shall be installed (mounted) in all vehicles.
The Contractor is also required to use Verizon wireless cell phones with push to talk
plus capability, or equivalent, for communications with the TOC, CHP Communications
Center, and the CHP Field Supervisor. Wireless cell phones shall be purchased and
maintained by the Contractor. The Contractor will also be responsible for all operating
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costs. In addition, tow operators are not permitted to take pictures, video, or capture
any other images while performing FSP duties during FSP operational hours. These
actions will not be tolerated and a vehicle operator may be terminated if it is discovered
they are doing so.
In addition, any input of data into the DCD shall not be allowed while the vehicle is being
operated/driven. Use of other devices while driving/operating a vehicle such as cell
phones is prohibited by California State Law.
The FSP vehicles shall be equipped with a public address system. The public address
system shall have the capability for the driver of the disabled vehicle to hear instructions
transmitted from the cab of the FSP vehicle when the FSP vehicle is directly to the rear
of the disabled vehicle.
5.2 Computer Equipment
The Contractor shall purchase and maintain a desktop computer workstation with high
speed internet access and email to communicate with RCTC staff.
The Contractor must ensure that the DCD equipment is inspected and cleaned on a
quarterly basis, or more frequently if needed. All DCD equipment should have the
exterior protective case cleaned (protective outside case) and the stylus and screen
protector shall be inspected for functionality and serviceability. Worn items shall be
immediately reported to RCTC.
All DCD equipment must be kept in a secure location. During non-Toll FSP operational
hours, DCD equipment shall not be left in a tow vehicle or go home with a vehicle
operator or anyone else. All DCD equipment must be in a designated charging area
at the tow operator’s facility during non-FSP operational hours. The DCD equipment
shall always have enough charge to complete each shift. In order to reduce instances
of technology glitches, the DCD equipment shall be turned off/turned on at least once
per week. DCD equipment is to be with the vehicle operators in their Toll FSP trucks
during Toll FSP operational hours. Any other location shall not be permitted.
The Contractor shall immediately report any issues with the work station or the DCD
equipment to the RCTC FSP Program Manager or one of the FSP CHP Officers.
Contractor is directly responsible to ensure their computer work station is operating and
has internet access at all times – this is a contract requirement.
The Contractor shall provide access to the DCD equipment for RCTC staff, or their
designated designee, at any time during the course of the Contract. In addition, the
Contractor shall also make the workstation available to RCTC, or its designee, 30
calendar days prior to the start of the new service.
The Contractor shall provide a quarterly inspection report to RCTC indicating the status
of all equipment. RCTC will provide the submittal form. Tow operators should consider
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the accurate completion and timely return of this form as part of their contract
requirements.
5.3 Equipment Tampering
Tampering with FSP communication/tracking equipment so that it does not function
properly to RCTC’s specifications, and/or is disconnected or moved (without FSP
Management authorization) from its original installed location is strictly prohibited. This
includes but is not limited to: breaking evidence tape/connection sealer on equipment
connections, cutting wires or cable, moving mounted equipment (speakers,
microphones, antennas, etc.), rerouting any wiring, disconnecting any connectors,
Contractor/subcontractor unintentionally altering equipment or connections to equipment
during vehicle maintenance or repair, or interfering with the operations of the equipment.
If tampering is suspected, FSP Management may conduct an inspection of the
equipment on the Beat or the vehicle may be sent to a designated location determined
by FSP Management.
1. If tampering is found while the vehicle is used during FSP operational hours, the
vehicle operator and vehicle will be immediately taken out of service and the
Contractor shall be fined in one (1) minute increments at five (5) times their
hourly rate, until such time that the back-up truck is deployed. Please note that
if tampering is discovered, the penalties (five times the hourly rate in one minute
increments) shall begin immediately upon the discovery of the tampering. The
normal 30 minute back-up truck time allowance will not be considered “non-
penalty” time under these circumstances. The penalties shall begin immediately
upon the tampering being discovered.
2. If the vehicle is suspected to have equipment that has been tampered with, it
may be sent to a designated location determined by FSP Management and CHP
for an inspection. If tampering is found, the Contractor may be retroactively
fined five (5) times the hourly rate in one (1) minute increments from the time
the tampering was first suspected. The penalties will continue until a certified
FSP back-up truck is deployed. The normal 30 minute back-up truck time
allowance will not be considered “non-penalty” under these circumstances.
Tampering Repairs
If tampering is discovered during FSP operational hours, the vehicle will be taken out of
service and will remain out of service until the repair and the documentation can be
completed by the FSP Program designated technician. FSP Management determines
the designated technician. The transportation, labor, and repair costs will be the
responsibility of the Contractor. Costs incurred to repair and document the equipment
will be deducted from the tow operators monthly invoice.
Tampering Penalties
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The Contractor will also be assessed a $250 fine (whether the tampering is discovered
while on the Beat, or if it was suspected and later confirmed) per incidence on their
monthly invoice. If it is determined that the vehicle operator tampered with the
equipment, the vehicle operator will be suspended for a minimum of 30 days for the initial
tampering offense and subject to termination from the FSP Program for any subsequent
tampering violations.
6.0 Contractor Responsibilities
6.1 Appearance at Hearings
If and when required by SAFE, Contractor shall render assistance at public hearings or
other meetings related to the performance of the Services.
6.2 Damage Complaints
Upon receiving a damage complaint from a motorist assisted by the Contractor, that the
Contractor damaged their vehicle while lending assistance, the Contractor shall notify
CHP immediately regarding the nature of the damage complaint and its disposition. The
Contractor shall reply to the motorist by telephone within twenty-four (24) hours of
receiving the damage complaint notification from CHP. If necessary, the Contractor shall
send either his or her authorized representative or his or her insurance company
representative to inspect the vehicle and complete an incident report within forty-eight
(48) hours after receiving the damage complaint. If the investigation shows that damage
to the vehicle could have been caused by the Contractor, the Contractor shall negotiate
in good faith to try and resolve the issue and shall report to the CHP the result of the
negotiations. All complaints shall be resolved within a reasonable period of time after
being received.
6.3 Complaint Review Committee
The FSP Technical Advisory Committee (“FSP TAC”) is composed of voting members
from CHP, SAFE, and Caltrans. Voting members of the FSP TAC are hereby designated
as the members of the Damage Complaint Review Committee (“DCRC”). If the DCRC
finds that justifiable complaints are not resolved within a reasonable time frame, it can
recommend that payment to the Contractor in the amount of the damage claim may be
deducted from the Contractor’s monthly invoice.
6.4 Trend Meetings
Contractor shall attend, or send a designated management-level representative, to all
trend meetings (i.e. required FSP TAC meeting which meets every other month). These
trend meetings will encompass focused and informal discussions concerning, but not
limited to: scope, Services, schedule, current progress of Services, relevant cost issues,
and future objectives. Contractor shall be responsible for having a representative attend
all meetings (i.e. FSP TAC meetings) that has the ability to make management-level
decisions on the behalf of the Contractor. If the Contractor cannot have a management-
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level representative at a meeting, Contractor shall notify SAFE and CHP prior to the
meeting. Management-level attendance at these meetings shall be considered part of
the Contractor’s contractual responsibility. Meetings are scheduled, and Contractor will
be notified of such schedule, no later than three (3) working days prior to the meeting.
6.5 Monthly Progress Reports
As part of its Invoice, Contractor shall submit a Monthly Progress Report, in a form
determined by SAFE, which will cover the Invoice period and include spreadsheets
showing hours expended for each day of the month per vehicle per beat, and the total
for the term of the Contract. Submission of such Monthly Progress Report by Contractor
shall be a condition precedent to receipt of payment from SAFE for each monthly Invoice
submitted.
7.0 Vehicle Operators
7.1 Operator Qualifications and Performance
All potential vehicle operators shall be required to have a safe driving record and, at a
minimum, a valid Class C driver's license. All vehicle operators shall be 18 years of age
or older at the time of background check. Potential vehicle operators shall be subject to
driving record and criminal background checks through the California Highway Patrol.
Potential vehicle operators shall be sufficiently experienced in the tasks of tow truck
operations and proficient with all required Toll FSP equipment to provide safe and proper
service. Any certified vehicle operator from other FSP areas will be evaluated on a case-
by-case basis. All potential vehicle operators must be capable of demonstrating their
tow operating abilities prior to formal CHP training, also known as proficiency testing.
Additionally, the vehicle operators will be required to exercise good, sound judgment in
carrying out their duties.
Toll FSP vehicle operators will be responsible for accurately entering the required data
into DCD equipment every shift. Each Toll FSP vehicle operator shall complete an
inspection worksheet prior to the commencement of driving the tow truck and a mileage
log prior to beginning service on the Beat. The Toll FSP vehicle operator shall be
required to complete an assist record for each incident. Each assist record should be
accurate. Contractors or vehicle operators providing false or misleading information to
FSP Management shall be subject to disciplinary action and will be handled on a case-
by-case basis.
FSP vehicle operators shall always complete the required procedures per the SOP when
handling required forms. No duplicate survey numbers should be entered into the DCD
equipment at any time. Vehicle operators are required to complete in their entirety the
Release of Liability form and Damage Release form when applicable. These completed
forms should be handed in to RCTC, at a minimum, every 60 days. If it is discovered
that a vehicle operator has entered duplicate survey numbers, not fully completed assist
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records, not properly completed the release forms, or not turned the release forms in
timely, the Contractor may be subject to penalties as outlined in Proposal Pricing Form.
CHP, Caltrans, and RCTC maintain strict drug and alcohol policies. Contractors shall
have an alcohol and drug program that includes at a minimum, a drug and alcohol free
workplace policy and an employee alcohol/drug-testing program. Any FSP vehicle
operator found working under the influence of drugs or alcohol shall be immediately
removed from the FSP program by the Contractor. The Contractor shall be responsible
for providing a certified replacement vehicle operator for that vehicle.
The Contractor shall be an active participant in the DMV Pull Notice Program.
If a vehicle operator is convicted of a crime involving a stolen vehicle, stolen property,
violence, drugs, or moral turpitude, fraud related to the towing business, or misdemeanor
or felony driving while under the influence of alcohol or a drug, the Contractor shall
permanently remove that vehicle operator from duties under the FSP program. If a
vehicle operator is charged with any of the above crimes, the Contractor shall
immediately suspend that vehicle operator from duties under this program pending the
outcome of the criminal case. If the vehicle operator is not convicted, or is ultimately
convicted of a lesser crime not described above, RCTC retains the right to have the
Contractor remove that vehicle operator from the duties under the FSP program.
7.2 Operator Training
At the Contractor’s expense, all company owners, Toll FSP vehicle operators, and back-
up vehicle operators shall be required to present a certificate of completion of a SHRP
2/TIMS training course and to complete the CHP two-day training program which costs
approximately $50.00 per vehicle operator (fee is for the DL64 Tow Truck Driver
Certificate and fingerprinting). Contractors shall pay all FSP operators and back-up
vehicle operators for attending the training. No vehicle operator will be allowed to begin
patrolling without meeting the requirements set forth in the SOP. Any vehicle operator
who is found on patrol meeting the requirements may be prohibited from further FSP
service and the Contractor’s contract may be terminated immediately.
Mandatory CHP refresher training classes shall be attended. A minimum of four (4)
hours refresher training per year shall be required (at Contractor’s expense).
Contractors shall pay all Toll FSP vehicle operators and back-up vehicle operators
for attending the required training.
Vehicle operators will be required to utilize DCD equipment to input information about
mileage, inspection, and each assist, which will include: location, vehicle make, model,
license number, type of assistance provided, etc. Vehicle operators will be trained on
using DCD equipment to enter data.
7.3 Operator Driving Record and Criminal History Check
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As required by California Vehicle Code Section 2340, all applicants and owners are
required to have a driver’s license and criminal history check. Only after a completed
CHP 234F is received and accepted by CHP, a driver’s license and preliminary criminal
history check will be performed.
The driver’s license check will consist of confirming that the applicant has a valid
driver’s license and the applicant’s point count is within standards set forth in this SOP
(refer to Chapter 11, Annex A).
The preliminary criminal history check will consist of a preliminary background check to
determine if the applicant meets the criteria for a California Tow Truck Driver Certificate
as outlined in California Public Resources Code Section 5164, California Vehicle Code
Section 13377 and the FSP Contract. In addition, RCTC and SANBAG, or the CHP
may, in its sole discretion, require an Employer to replace any driver or reject a
potential driver who it determines is not suitable to represent the FSP Program with the
public. If the applicant passes the preliminary criminal history check, the applicant
shall submit to fingerprinting.
Driver’s license and preliminary criminal history checks will be completed by CHP
within ten (10) working days of the acceptance of a CHP 234F.
7.4 Vehicle Operator Uniform
It shall be the responsibility of the Contractor to provide the vehicle operator with
specified uniforms, boots, name plate and other equipment. The equipment includes
navy blue coveralls or shirts and pants. If coveralls are worn, they shall have a zip front.
Sleeves and pant legs shall be moderately tapered to avoid excessive fullness.
A safety vest with reflective stripes shall be worn and supplied by RCTC. RCTC will
supply vests with the FSP logo patches already sewn on per CHP’s required patch
placement locations. An FSP logo patch is not required to be sewn on the navy blue
FSP vehicle operator uniform.
A detachable brass or gold nameplate shall be worn with the first initial of the first name
and full last name above the right chest pocket on the safety vest. The contractor is
responsible for obtaining CHP approval of the drive name plates, and the contractor is
responsible for the purchase and placement of the FSP vehicle operator name plate.
All FSP vehicle operators shall wear general duty black work boots with protective steel
toe.
During cold weather, a navy blue sweater or sweatshirt may be worn under the uniform
shirt/coveralls. A navy blue jacket may also be worn as a Contractor's option if it meets
all the uniform specifications and is worn under the safety vest. Rain gear, if worn, shall
be waterproofed material and yellow in color.
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Hats, if worn, shall be baseball-type caps and navy blue in color. An "FSP" logo patch
may be sewn on the hat above the brim. No other logos/names shall be accepted. A
beanie may also be worn which must be navy blue in color and only worn with a jacket
under the vest or long sleeve shirt.
Contractor should refer to the most current SOP to ensure they are following the
most recent requirements. SOP revisions and updates shall be unilaterally issued by
RCTC, as deemed necessary by RCTC management, and all changes, revisions and
updates to the SOP, if any, shall supersede all previous or existing SOPs. A copy of the
SOP is included as part of the original RFP package.
7.5 Local Office
The Contractor shall provide a local office for contract administration purposes. This
office shall be staffed by either the Contractor or a person who has the authority to
conduct business and make decisions on behalf of the Contractor. The office shall have
business hours coinciding with Contractor's Beat(s) hours of operation. Through the
Proposal document shown in the Contractor Representative Form, the Contractor shall
designate representatives who will be available at the office during hours of operation to
make decisions on behalf of the Contractor. The office shall be established within close
proximity to the Contractor's Beat(s) and the County of Riverside. Also note in the Scope
of Services, Section 4.4, a backup vehicle and a certified FSP vehicle operator must
be available within a 30 minute request of the Beat area.
This requirement may also determine if the local office is close enough to satisfy the
requirements under this section.
The Contractor shall also provide telephone, fax service, and email through which
he/she, or a responsible representative who has the authority to conduct business and
make decisions on behalf of the Contractor, can be contacted during the non-service
hours of operation for the length of the contract. During non-business hours, an
answering machine provided at the Contractor's expense, shall be available to log calls,
take complaints, etc. A fax machine and an email address that is monitored daily
shall be provided for notification purposes during operational and non-service hours.
The Contractor will be responsible for having a company representative monitor and
review messages/notices on a daily basis.
7.6 Remedies and Liquidated Damages
RCTC has a need to deal contractually with a range of failures by Contractors to meet
contractual standards and requirements short of suspension or termination. Failure to
meet contractual standards and requirements constitute a default under the contract and
is subject to the various remedies provided in the contract, up to and including
termination of the contract.
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It is clear that any default that is related to service or contractor’s readiness for service
will either degrade service or lead to the degradation of service. The failure to meet
contractual standards and requirements, therefore, causes damages to the FSP program
and its participants (RCTC, CHP and Caltrans) and to the public being served by the
FSP program. Because of the public service nature of the mission of the FSP, described
generally in the Standard Operating Procedures (SOP), to keep traffic and commerce
flowing on the regional freeways, the damages arising from contractor’s failure to meet
the contractual standards and requirements are impractical or extremely difficult to
ascertain on an individual basis.
The contract has therefore established a series of remedies to attempt to deal with a
range of defaults. The most egregious default will result in suspension or termination.
Lesser defaults will result in the assessment of liquidated damages. These lesser
remedies have been described in the SOP as fines, violations or penalties. This is not a
correct characterization of the intent of the remedies. The remedies arise because the
contractor is in default and the FSP and the public it serves is damaged by that default.
The remedies are to compensate FSP for its damages and to encourage compliance
with performance requirements of the contract.
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Agreement No. 22-45-102-00
EXHIBIT “B”
Compensation and Payment
[INSERT FINAL PRICE PROPOSALS FROM CONTRACTOR’S PROPOSAL]
And MOBILIZATION COST PAYMENT FORM, IF APPLICABLE
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Agreement No. 17-45-061-05
AMENDMENT NO. 5 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. 5 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 Emergencies (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 3
107
2.6 SAFE and Contractor amended the Master Agreement on July 13, 2022
in order to add fuel relief reimbursement.
2.7 SAFE and Contractor now desire to amend the Master Agreement in
order to extend the term of the Master Agreement and provide a new
hourly rate for Beat No. 18 and 19.
3. TERMS
3.1 The term of the Master Agreement, as set forth in Section 3.4 of the
Master Agreement, shall be extended through March 31, 2023.
3.2 Services for Beat No. 18 and 19 shall be compensated as follows:
SCHEDULE OF HOURLY RATES
Classification Hourly Rates
Contract – tow truck operators $103.95
3.3 The maximum not to exceed value of the Master Agreement shall not
exceed Four Million, Two Hundred Ninety-Six Thousand, Eight Hundred
Seventy-Two Dollars ($4,296,872).
3.4 Except as amended by this Amendment No. 5, 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. 5.
3.5 This Amendment No. 5 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.6 A manually signed copy of this Amendment No. 5 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. 5 for all purposes. This
Amendment No. 5 may be signed using an electronic signature.
3.7 This Amendment No. 5 may be signed in counterparts, each of which
shall constitute an original.
[Signatures on following page]
108
SIGNATURE
PAGE TO
AGREEMENT NO. 17-45-061-05
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 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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Agreement No. 16-45-103-05
AMENDMENT NO. 5 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. 5 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 extend 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 amended the Master Agreement on July 13, 2022 in order to add
fuel relief reimbursement.
2.6 SAFE and Contractor now desire to amend the Master Agreement in order to
extend the term of the Master Agreement and provide new hourly rate for Beat
No. 91-T and 15-T.
3.TERMS
3.1 The term of the Master Agreement, as set forth in Section 3.4 of the Master
Agreement, shall be extended through March 31, 2023.
3.2 Services for Beat No. 91-T and 15-T shall be compensated as follows:
ATTACHMENT 4
110
SCHEDULE OF HOURLY RATES
Classification Hourly Rates
Contract – tow truck operators $84.00
3.3 The maximum compensation to be provided under this Amendment No. 5 shall not
exceed One Hundred Thirty Thousand, Nine Hundred Twenty Dollars ($130,920).
3.4 The maximum not to exceed value of the Master Agreement, as amended by
this Amendment No. 5 shall not exceed Two Million, Two Hundred Twenty-
Four Thousand, Three Hundred Forty-Seven Dollars ($2,224,347).
3.5 Except as amended by this Amendment No. 5, 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. 5.
3.6 This Amendment No. 5 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.7 This Amendment No. 5 may be signed in counterparts, each of which shall
constitute an original.
3.8 A manually signed copy of this Amendment No. 5 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. 5 for all purposes. This Amendment No. 5 may be signed using
an electronic signature.
[Signatures on following page]
111
SIGNATURE PAGE
TO
AGREEMENT NO. 16-45-103-05
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.
112
FREEWAY SERVICE PATROL
CONTRACT AWARDS
WESTERN RIVERSIDE COUNTY PROGRAMS
AND PROJECTS COMMITTEE
AUGUST 22, 2022
1
Brian Cunanan,
Commuter & Motorist Assistance Manager
External Affairs Department
2
RFP for Two Service Area Contracts
Express Lanes
91 & 15 facilities
•91: Express Lanes on SR-91
from OC line to McKinley
Street, I-15 Connectors
(13.1 miles)
•15: Express Lanes on I-15
from San Bernadino
County line to Cajalco
Road, Connectors to 91
Express Lanes
(15.0 miles)
Interstate 215
Beat Nos. 18 & 19
•Beat 18: I-215 from Riverside
County line to Central Ave.
(5.8 miles)
•Beat 19: I-215 from Alessandro
to SR-74/W 4th St.
(10.2 miles)
3
Scope of Work
Traditional FSP
(Beat Nos. 18 & 19)
Express Lanes FSP
(91 & 15 facilities)
# of Trucks 3 primary (+1 backup)3 primary (+1 backup)
Vehicle
Tow Truck Flatbed Truck
Coverage Continuously Roving Staged; Regular Sweeps
Schedule Weekdays Only/
Peak AM/PM
7 Days Per Week/
Extended Hours
Annual Truck Hours ~5,800 hours ~11,000 hours
4
Timeline
Mar –Apr Jun Jul Aug Sep
RCTC Board Approval
•March 2022 RFP was released including for
Beat 18/19 and Express Lanes FSP service areas
•Only one bid was received for each service area
•RFP was canceled
5
Timeline
Mar –Apr Jun Jul Aug Sep
RCTC Board Approval
•Outreach conducted to reach tow operators in Western
Riverside and surrounding areas:
–
–Six one-on-one info sessions held
•Re-release of RFP for FSP Beat 18/19 and Express Lanes
100 tow operators150 tow operatorsRCTC Social Media
6
Timeline
Mar –Apr Jun Jul Aug Sep
RCTC Board Approval
•Two responsive and responsible proposals
submitted for Beats 18/19 FSP
–Interviews conducted –Pepe’s Towing & Royal Coaches
•Three responsive and responsible proposals
submitted for Express Lanes FSP
–Interview conducted –Royal Coaches
Express Lanes FSP
Pepe’s Towing
Pomona Valley
Royal Coaches
Beat 18/19 FSP
Pepe’s Towing
Royal Coaches
7
•Evaluation Committee
–Staff from California Highway Patrol, Riverside County Transportation Commission,
and San Bernardino County Transportation Authority.
•Evaluation Criteria
–Non-Price Factors (70%)
•Qualifications and related experience (25 pts)
•Staffing and project organization (25 pts)
•Work plan (20 pts)
–Price Factors (30%)
•Cost/Hourly Rate (30pts)
•Dynamic fuel rate implemented
Evaluation Committee/Criteria
Pricing Table: Proposers provided an hourly
FSP tow rate for each fuel price level below
Rate Level #Average Diesel Fuel Cost
Per Gallon (per EIA)
1 $0.01 -$2.99
2 $3.00 -$3.99
3 $4.00 -$4.99
4 $5.00 -$5.99
5 $6.00 -$6.99
6 $7.00 -$7.99
7 $8.00 -$8.99
8 $9.00 -$9.99
9 $10.00+
8
Evaluation Committee Rankings
Interstate 215 -Beat Nos. 18 and 19
Evaluation
Committee
Ranking
Firm Average Tow Rates:
(Years 1-2/ Year 3-4/ Year 5)
1 Royal Coaches $103.95/ $109.78/ $113.55
2 Pepe’s Towing $119.62/ $125.29/ $132.78
Express Lanes -SR91 and I-15
Evaluation
Committee
Ranking
Firm Average Tow Rates:
(Years 1-2/ Year 3-4/ Year 5)
1 Royal Coaches $124.64/ $131.93/ $135.85
2 Pepe’s Towing $188.34/ $204.85/ $215.42
3 Pomona Valley Towing $134.43/ $147.92/ $158.27
9
•To avoid interruption of services on these beats, extensions
with current providers are necessary at re-negotiated rates
•New extension rates will supersede fuel relief previously
approved for these agreements
Contract Extensions with Current Providers
Operator Service
Area
Agreement
No.
Current
Expiration
Extension
Date
Current
Hourly
Rate
Extension
Hourly
Rate
Pepe’s
Towing Beat 18/19 17-45-061-00 September
2022 March 2023 $67.75 $84.15
Steve’s
Towing
Express
Lanes 16-45-103-00 January 2023 March 2023 $70.00 $84.00
10
1)Award Agreement No. 22-45-085-00 to Royal Coaches Auto Body and Towing, LLC for Freeway Service Patrol
(FSP) tow truck services on Interstate 215, Beat Nos. 18 and 19, for a five-year term, in the amount of
$3,197,457, plus a contingency amount of $159,873, for a total amount not to exceed $3,357,330;
2)Award Agreement No. 22-45-102-00 to Royal Coaches Auto Body and Towing, LLC for Freeway Service Patrol
(FSP) tow truck services on State Route 91 and I-15 Express Lanes for a five-year term, in the amount of
$7,267,918, plus a contingency amount of $363,396, for a total amount not to exceed $7,631,314;
3)Approve Agreement No. 17-45-061-05, Amendment No. 5 to Agreement No.
17-45-061-00 with Pepe’s Towing (Pepe’s) for continued FSP services on Beat 18 & 19 for an additional six
months through March 31, 2023 and to increase the hourly rate from $67.75 to $84.15. No additional
funding is necessary, as the current contract amount is sufficient to cover the increased rate;
4)Approve Agreement No. 16-45-103-05, Amendment No. 5 to Agreement No.
16-45-103-00 with Steve’s Towing (Steve’s) for continued FSP services on the Commission’s Express Lanes
(Beats 91T and 15T) for an additional two months through March 31, 2023 and to increase the hourly rate
from $70.00 to $84.00 for an additional amount of $8,250 and a total amount not to exceed $2,224,347;
5)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on
behalf of the Commission;
6)Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be
required for these services; and
7)Forward to the Commission for final action.
Staff Recommendation
QUESTIONS
11
AGENDA ITEM 8
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: August 22, 2022
TO: Western Riverside County Programs and Projects Committee
FROM: Joie Edles Yanez, Capital Projects Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT:
Agreement for Preparation of Plans, Specifications and Estimate for the Mid
County Parkway Project Construction Package No. 3 along Ramona
Expressway
STAFF RECOMMENDATION:
This item is for the Committee to:
1) Award Agreement No. 23-31-007-00 to Jacobs Engineering Group to prepare plans,
specifications, and estimates (PS&E) for the Mid County Parkway Construction Package
No. 3 (MCP3) from approximately one mile east of Rider Street to Warren Road along the
Ramona Expressway (Project), in the county of Riverside in the amount of $10,642,182
plus a contingency amount of $2,357,818 for a total amount not to exceed $13,000,000;
2) Approve the use of $5,686,000 of state Senate Bill 1 Local Partnership Program (LPP)
Formula funds for Project design;
3) Approve the use of $7,314,000 of Transportation Uniform Mitigation Fee - Community
Environmental Transportation Acceptability Process (TUMF-CETAP) funds for Project
design;
4) Approve Cooperative Agreement No. 23-31-004-00 with County of Riverside
Transportation and Land Management Agency (CRTLMA) for MCP3 final design, right of
way (ROW) acquisition, construction, and maintenance. This agreement includes a
$1,000,000 contribution by CRTLMA to RCTC for the MCP 3 project;
5) Approve Agreement Nos. 23-31-005-00 and 23-31-006-00 with Rivers & Land
Conservancy and the use of $1,004,672 of Measure A funds for endowment toward the
conservation easement of Sweeney and San Timoteo Canyon mitigation sites;
6) Approve the use of $15,000,000 [$13,279,500 of Surface Transportation Block Grant
Program (STBG) and a match of $1,720,500 of TUMF-CETAP] for right of way corridor
(ROW) preservation within MCP Construction Package 2 (MCP2) limits;
7) Authorize the Executive Director, pursuant to legal counsel review, to finalize the
conservation easement and endowment mitigation agreements on behalf of the
Commission;
8) Authorize the Executive Director to make changes between fund types within the total
amounts approved by the Commission to facilitate the most efficient use of funds;
113
Agenda Item 8
9) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements on behalf of the Commission;
10) Authorize the Executive Director or designee to approve contingency work as may be
required for the Project; and
11) Forward to Commission for final action
Ultimate MCP Project Background
The MCP is a proposed 16-mile east-west highway that will stretch from State Route-79 in the
Hemet Valley to Interstate (I)-215 at Placentia Avenue in the city of Perris (City). In 1998, as part
of the Community and Environmental Transportation Acceptability Process (CETAP) the
Commission identified new major transportation facilities to serve the current and future
transportation needs of Western Riverside County while preserving critical habitat. This process
represented a balanced approach to the provision of important transportation improvements,
while limiting the impacts on communities and the environment. The CETAP corridors are an
integral part of the County’s general plan and the Multiple Species Habitat Conservation Plan
(MSHCP). As part of the CETAP, the Commission approved moving forward with project level
environmental studies for the MCP project on December 13, 2003.
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 (NEPA), FHWA approved the final environmental impact statement on
April 15, 2015, and issued a record of decision for the MCP project in August 2015.
As the Commission developed its Strategic Assessment, which was approved in January 2016, it
was recognized that in order to deliver major new corridor projects such as the MCP and
79 Realignment, separate smaller construction packages would have to be developed that are
fundable and buildable, and at the same time provide immediate public benefit. Staff was
directed to study phasing and prioritization alternatives to determine if/how projects could be
scaled or deferred, to reflect funding constraints and state and federal policy challenges.
The I-215/Placentia Avenue Interchange project was the first construction package along MCP,
which is scheduled to complete in September 2022.
Following the completion of the I-215/Placentia Avenue interchange project, RCTC intended on
beginning design and ROW efforts for the subsequent project, MCP2, in the City and
unincorporated county of Riverside. This project included constructing approximately three miles
of the 16-mile MCP from Wilson Avenue to Ramona Expressway.
114
Agenda Item 8
MCP 3 Development
At the February 28, 2022 Committee meeting, staff planned to present an item to award an
agreement for preparation of PS&E for the MCP2 from Redlands Avenue to Ramona Expressway.
The City objected to the project so the Committee directed staff to meet with the City to try to
address its objections.
After holding several meetings with the City to attempt to resolve its concerns, the Commission
on May 11, 2022, adopted a decision to defer work on MCP2. Instead, staff was directed to work
with the CRTLMA to develop a scope for an alternative construction package within the County
jurisdiction, along Ramona Expressway, to address ongoing safety issues and continue progress
on the overall MCP project.
Commission and CRTLMA staff met to develop the scope for a project that would address the
goals noted above and they successfully identified a roughly 8.6-mile segment of Ramona
Expressway from approximately one mile east of Rider Street to Warren Road. This segment
experiences the highest occurrence of accidents and fatalities along the Ramona Expressway and
would advance a significant section of the MCP.
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 add two new eastbound lanes
to the existing two lanes, restriping to convert the existing Ramona Expressway into two
westbound lanes, a raised median with delineators to separate the eastbound and westbound
travel lanes, a new bridge over the San Jacinto River, and traffic signals at several
intersections. This segment is included in the original MCP and the proposed improvements are
consistent with the ultimate MCP. See Attachment 1 Exhibit Map.
Procurement Process
Due to the similar nature in the scopes of work between MCP2 and MCP3, staff is recommending
the procurement process used for MCP2 be used to award MCP3 as described below.
Pursuant to Government Code 4525 et seq, selection of architectural, engineering, and related
services shall be made on the basis of demonstrated competence and on professional
qualifications necessary for the satisfactory performance of the services required. Therefore,
staff used the qualification method of selection for the procurement of PS&E services for the
Project. 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 the request for qualifications (RFQ).
RFQ No. 21-31-119-00 for preparation of PS&E for the MCP2 Project was released by staff on
August 5, 2021. The RFQ was posted on the Commission’s Planet Bids website, which is accessible
115
Agenda Item 8
through the Commission’s website. Through Planet Bids, 132 firms downloaded the RFQ; 33 of
these firms are located in Riverside County. A pre-submittal meeting was held on
August 12, 2021 and was attended by 18 firms. Staff responded to all questions submitted by
potential proposers prior to the August 19, 2021 clarification deadline. Five firms – HDR
Engineering and WKE (Riverside, CA); Jacobs Engineering Group (Ontario, CA); Mark Thomas &
Company (Irvine, CA); TranSystems Corporation (Ontario, CA); and T.Y. Lin International (Ontario,
CA) submitted responsive and responsible statements of qualifications prior to the 2:00 p.m.
submittal deadline on September 16, 2021. Based on the evaluation criteria set forth in the RFQ,
the firms were evaluated and scored by an evaluation committee comprised of Commission,
Bechtel, and CRTLMA of Riverside 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, Jacobs Engineering
Group and T.Y. Lin International, to the interview phase of the evaluation and selection process.
Interviews were conducted on October 28, 2021.
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 recommended contract award to Jacobs Engineering
Group to provide PS&E services for MCP2, as it earned the highest total evaluation score.
Jacobs Engineering Group was selected to perform the PS&E for the MCP2 based on their
qualifications and experience. The scope of work originally anticipated is similar in nature to the
scope in the newly prioritized section from approximately one mile east of Rider Street to Warren
Road. In addition, there is an urgency by RCTC and the CRTLMA to begin the design of this section
to address safety concerns.
Subsequently, staff negotiated the scope of work (including the appropriate level of effort, labor
categories/mix, etc.), cost, and schedule proposal received from Jacobs Engineering Group for
the Project services and established a fair and reasonable price. The proposed cost, including
contingency, is $13,000,000. A 22.16 percent contingency is assumed for this project. The
contingency has been established at a higher amount than the typical 10 percent for most
contracts due to the expedited nature of this project and unknown issues that may arise during
the design development. Staff anticipates the PS&E will be completed mid-2024.
Agency Agreements
CRTLMA Cooperative Agreement
A cooperative agreement with CRTLMA is required to identify the Commission and CRTLMA
responsibilities for final design, right of way, construction, and operation and maintenance. The
Project will be designed in accordance with CRTLMA standards and at the completion of
construction will become part of the CRTMLA’s highway system.
116
Agenda Item 8
As part of the agreement, CRTLMA is contributing $1,000,000 for the construction of MCP3. In
addition, to address concerns raised by the Commission following the sequence of events that
led to MCP2 not moving forward, the cooperative agreement includes language to address the
Commission’s concerns about CRTLMA withdrawing support for the project, and to allow RCTC
to recover project costs expended from the effective date of the cooperative agreement. This
language has been discussed and reviewed with CRTLMA and RCTC legal counsel.
Rivers & Land Conservancy Endowment Agreement
In December 2015, the Commission purchased 154.3 acres of land (referred to as the Sweeney
parcel), which satisfied a majority of the MSHCP habitat requirements for the ultimate MCP
project. In July 2020, the Commission purchased an additional 32.63 acres of land (referred to as
the San Timoteo Canyon parcel), which satisfies the remaining environmental mitigation
requirements for the MCP Project. These lands will be monitored and maintained by the
Commission for a five-year period that began in 2021 before they are transferred to Rivers &
Land Conservancy. As such, the Project requires an endowment and conservation easement
agreement with the Rivers & Land Conservancy in the amount of $1,004,672 to satisfy the
conditions set forth in the California Department of Fish and Wildlife (CDFW) 1602 Permit. The
endowment will provide a one-time contribution for maintenance of the property in perpetuity.
Right of Way
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 imminent risk of development. 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.
It is anticipated that most of the work for MCP3 will be within CRTLMA's ROW along Ramona
Expressway. Only minimal ROW will be needed near the area of the new bridge over the San
Jacinto River and if a signalized intersection needs additional ROW. The details of this ROW
impact will be determined during the final design of the project.
117
Agenda Item 8
Fiscal Impact
Funding Source Breakdown Item Dollar Amount Fund Source
1 MCP 3 PS&E Services $5,686,000
$7,314,000
$13,000,000
LPP Formula
TUMF CETAP
2 Conservation Easement Endowment Funds $1,004,672 Measure A
3 MCP 2 ROW Preservation $13,279,500
$1,720,500
$15,000,000
STBG
TUMF CETAP (match)
4 CRTLMA Contribution for MCP 3 Project $1,000,000 CRTLMA
Total $30,004,672
Expenditure Schedule
Item FY 2022/23 FY 2023/24+ GL/Project
Accounting No.
1 MCP 3 PS&E Services $3,250,000 $9,750,000 002328
2 Conservation Easement
Endowment Funds
$1,004,672 0 002320
3 MCP 2 ROW Preservation 0 $15,000,000 002324
4 CRTLMA Contribution for MCP 0 $1,000,000 NA
Total $4,254,672 $25,750,000
118
Agenda Item 8
Financial Information
In Fiscal Year Budget: Yes Year: FY 2022/23
FY 2023/24+ Amount: $4,254,672
$25,750,000
Source of Funds:
LPP $5,686,000
TUMF CETAP $9,034,500
STBG $13,279,500
Measure A $1,004,672
CRTLMA Contribution $1,000,000
Budget Adjustment: No
GL/Project
Accounting No.:
002328 81102 00000 0000 261 31 81101 MCP 3
002320 81405 00000 0000 261 31 81405 MCP Endowment
002324 81401 00000 0000 261 31 81401 MCP 2
Fiscal Procedures
Approved:
Date: 08/11/2022
Attachments:
1) Exhibit Map – Approximately One Mile East of Rider Street to Warren Road
2) Agreement No. 23-31-007-00 with Jacobs Engineering Group
3) Agreement No. 23-31-004-00 with CRTLMA
4) Agreement No. 23-31-005-00 with Rivers & Land Conservancy for San Timoteo Canyon
Mitigation Endowment Agreement
5) Agreement No. 23-31-006-00 with Rivers & Land Conservancy for Sweeney Mitigation
Endowment Agreement
119
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Lake Elsinore
Menifee
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I-215/Placentia Ave Interchange - MCP Construction Contract 1 (Opening Fall 2022)
MCP Construction Contract 2
MCP Construction Contract 3
Placentia Avenue Widening (by City of Perris)
Mid County Parkway (MCP)
Figure 1. Ultimate MCP Project Layout
Figure 2. MCP 3 Layout
ATTACHMENT 1
120
AGREEMENT NO. 23-31-007-00
MODEL
PROFESSIONAL SERVICES AGREEMENT
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
JACOBS ENGINEERING GROUP INC.
FOR
PREPARATION OF PLANS, SPECIFICATIONS, AND ESTIMATES
AND ESTIMATES
FOR THE
MID COUNTY PARKWAY PROJECT CONSTRUCTION CONTRACT NO. 3
1. 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 JACOBS ENGINEERING GROUP INC. ("Consultant"), a
CORPORATION.
2. RECITALS.
2.1 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").
2.2 Pursuant to Public Utility Code Sections 240000 et seq., the
Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan.
2.3 On November 5, 2002, the voters of Riverside County approved an
extension of the Measure A tax for an additional thirty (30) years for the continued
funding of transportation and improvements within the County of Riverside.
2.4 Consultant desires to perform and assume responsibility for the
provision of certain professional services required by the Commission on the terms and
conditions set forth in this Agreement. Consultant represents that it is experienced in
providing construction management, engineering surveying and testing services to
public clients, is licensed in the State of California (as necessary), and is familiar with
the plans of the Commission.
DR
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ATTACHMENT 2
121
2.5 The Commission desires to engage Consultant to render such
services for the Mid County Parkway Project Construction Contract No. 3 ("Project"), as
set forth in this Agreement.
3. TERMS.
3.1 General Scope of Services. Consultant shall furnish all technical
and professional services, including labor, material, equipment, transportation,
supervision and expertise, and incidental and customary work necessary to fully and
adequately supply the professional construction management, engineering surveying
and testing services necessary for the Project ("Services"). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.2 Commencement of Services. The Consultant shall commence
work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from
Commission.
3.3 Term. The term of this Agreement shall be from the date of
execution of this Agreement or the date of issuance of the Notice to Proceed by the
Commission, whichever occurs first, to the issuance by the Commission to Consultant
of a Notice of Final Acceptance, as defined in paragraph 3.12 below, or December 31,
2027, 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.
3.4 Commission's Representative. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its
Representative for the performance of this Agreement ("Commission’s
Representative"). Commission’s Representative shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission's
Representative shall also review and give approval, as needed, to the details of
Consultant's work as it progresses. Consultant shall not accept direction or orders from
any person other than the Commission’s Representative or his or her designee.
3.5 Consultant's Representative. Consultant hereby designates Alicia
Cannon to act as its Representative for the performance of this Agreement
("Consultant’s Representative"). Consultant's Representative shall have full authority to
act on behalf of Consultant for all purposes under this Agreement. The Consultant’s
Representative shall supervise and direct the Services, using his professional skill and
attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all portions of the Services under this
DR
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122
Agreement. Consultant shall work closely and cooperate fully with Commission's
Representative and any other agencies which may have jurisdiction over, or an interest
in, the Services. Consultant's Representative shall be available to the Commission staff
at all reasonable times. Any substitution in Consultant's Representative shall be
approved in writing by Commission's Representative.
3.6 Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable,
Consultant may substitute other personnel of at least equal competence upon written
approval by the Commission. In the event that the Commission and Consultant cannot
agree as to the substitution of the key personnel, the Commission shall be entitled to
terminate this Agreement for cause, pursuant to the provisions of Section 3.14. The key
personnel for performance of this Agreement are identified in the attached organization
chart.
3.7 Preliminary Review of Work. All reports, working papers, and
similar work products prepared for submission in the course of providing Services under
this Agreement shall be submitted to the Commission's Representative in draft form,
and the Commission may require revisions of such drafts prior to formal submission and
approval. In the event plans and designs are to be developed as part of the Project,
final detailed plans and designs shall be contingent upon obtaining environmental
clearance as may be required in connection with the Project. In the event that
Commission's Representative, in his sole discretion, determines the formally submitted
work product to be not in accordance with the standard of care established under this
agreement, Commission's Representative may require Consultant to revise and
resubmit the work at no cost to the Commission.
3.8 Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not
be required to, and will not, render any decision, interpretation or recommendation
regarding questions of a legal nature or which may be construed as constituting a legal
opinion.
3.9 Standard of Care; Licenses. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform all Services, duties and
obligations required by this Agreement to fully and adequately complete the Project.
Consultant shall perform the Services and duties in conformance to and consistent with
the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services
assigned to them. Consultant further represents and warrants to the Commission that
its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, and that
such licenses and approvals shall be maintained throughout the term of this Agreement.
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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.
3.10 Opportunity to Cure. Commission may provide Consultant an
opportunity to cure, at Consultant's expense, all errors and omissions which may be
disclosed during Project implementation. Should Consultant fail to make such
correction in a timely manner, such correction may be made by the Commission, and
the cost thereof charged to Consultant.
3.11 Inspection of Work. Consultant shall allow the Commission's
Representative to inspect or review Consultant's work in progress at any reasonable
time.
3.12 Final Acceptance. Upon determination by the Commission that
Consultant has satisfactorily completed the Services required under this Agreement and
within the term set forth in Section 3.3, the Commission shall give Consultant a written
Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no
further costs hereunder, unless otherwise specified in the Notice of Final Acceptance.
Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it
has satisfactorily completed all Services required under the terms of this Agreement. In
the event copyrights are permitted under this Agreement, then in connection with
Federal funding, it is hereby acknowledged and agreed that the United States
Department of Transportation shall have the royalty-free non-exclusive and irrevocable
right to reproduce, publish, or otherwise use, and to authorize others to use, the work
for governmental purposes.
3.13 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way
of limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by a governmental body. If the Consultant performs any work knowing it to be
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contrary to the requirements of laws, rules and regulations and without giving written
notice to the Commission, Consultant shall be solely responsible for all costs arising
therefrom. Consultant shall defend, indemnify and hold Commission, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.14 Termination.
3.14.1 Notice; Reason. Commission may, by written notice to
Consultant, terminate this Agreement, in whole or in part, at any time by giving written
notice to Consultant of such termination, and specifying the effective date thereof
(“Notice of Termination”). Such termination may be for Commission's convenience or
because of Consultant's failure to perform its duties and obligations under this
Agreement, including, but not limited to, the failure of Consultant to timely perform
Services pursuant to the Schedule of Services described in Section 3.15 of this
Agreement. Consultant may not terminate this Agreement except for cause.
3.14.2 Discontinuance of Services. Upon receipt of the written
Notice of Termination, Consultant shall discontinue all affected Services as directed in
the Notice or as otherwise provided herein, and deliver to the Commission all
Documents and Data, as defined in this Agreement, as may have been prepared or
accumulated by Consultant in performance of the Services, whether completed or in
progress.
3.14.3 Effect of Termination For Convenience. If the termination is
to be for the convenience of the Commission, the Commission shall compensate
Consultant for Services fully and adequately provided through the effective date of
termination. Such payment shall include a prorated amount of profit, if applicable, but
no amount shall be paid for anticipated profit on unperformed Services. Consultant shall
provide documentation deemed adequate by Commission's Representative to show the
Services actually completed by Consultant prior to the effective date of termination.
This Agreement shall terminate on the effective date of the Notice of Termination.
3.14.4 Effect of Termination for Cause. If the termination is for
cause, Consultant shall be compensated for those Services which have been fully and
adequately completed and accepted by the Commission as of the date the Commission
provides the Notice of Termination. In such case, the Commission may take over the
work and prosecute the same to completion by agreement or otherwise. Further,
Consultant shall be liable to the Commission for any reasonable additional costs
incurred by the Commission to revise work for which the Commission has compensated
Consultant under this Agreement, but which the Commission has determined in its sole
discretion needs to be revised, in part or whole, to complete the Project because it did
not meet the standard of care established in Section 3.9. Termination of this Agreement
for cause may be considered by the Commission in determining whether to enter into
future agreements with Consultant.
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3.14.5 Cumulative Remedies. The rights and remedies of the
Parties provided in this Section are in addition to any other rights and remedies
provided by law or under this Agreement.
3.14.6 Procurement of Similar Services. In the event this
Agreement is terminated, in whole or in part, as provided by this Section, the
Commission may procure, upon such terms and in such manner as it deems
appropriate, services similar to those terminated.
3.14.7 Waivers. Consultant, in executing this Agreement, shall be
deemed to have waived any and all claims for damages which may otherwise arise from
the Commission's termination of this Agreement, for convenience or cause, as provided
in this Section.
3.15 Schedule and Progress of Services.
3.15.1 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel to perform
the Services in 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 Representative,
Consultant shall provide a more detailed schedule of anticipated performance to meet
the Schedule of Services.
3.15.2 Modification of the Schedule. Consultant shall regularly
report to the Commission, through correspondence or progress reports, its progress in
providing required Services within the scheduled time periods. Commission shall be
promptly informed of all anticipated delays. In the event that Consultant determines that
a schedule modification is necessary, Consultant shall promptly submit a revised
Schedule of Services for approval by Commission's Representative.
3.15.3 Trend Meetings. Consultant shall conduct trend meetings
with the Commission’s Representative and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant
cost issues, and future Project objectives. Consultant shall be responsible for the
preparation and distribution of meeting agendas to be received by the Commission and
other attendees no later than three (3) working days prior to the meeting.
3.15.4 Progress Reports. As part of its monthly invoice, Consultant
shall submit a progress report, in a form determined by the Commission, which will
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indicate the progress achieved during the previous month in relation to the Schedule of
Services. Submission of such progress report by Consultant shall be a condition
precedent to receipt of payment from the Commission for each monthly invoice
submitted.
3.16 Delay in Performance.
3.16.1 Excusable Delays. Should Consultant be delayed or
prevented from the timely performance of any act or Services required by the terms of
the Agreement by reason of acts of God or of the public enemy, acts or omissions of the
Commission or other governmental agencies in either their sovereign or contractual
capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or
unusually severe weather, performance of such act shall be excused for the period of
such delay.
3.16.2 Written Notice. If Consultant believes it is entitled to an
extension of time due to conditions set forth in subsection 3.16.1, Consultant shall
provide written notice to the Commission within seven (7) working days from the time
Consultant knows, or reasonably should have known, that performance of the Services
will be delayed due to such conditions. Failure of Consultant to provide such timely
notice shall constitute a waiver by Consultant of any right to an excusable delay in time
of performance.
3.16.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in
completion, and additional costs, resulting from any such extension.
3.17 Status of Consultant/Subconsultants.
3.17.1 Independent Contractor. The Services shall be performed
by Consultant or under its supervision. Consultant will determine the means, methods
and details of performing the Services subject to the requirements of this Agreement.
Commission retains Consultant on an independent contractor basis and not as an
employee, agent or representative of the Commission. Consultant retains the right to
perform similar or different services for others during the term of this Agreement. Any
additional personnel performing the Services under this Agreement on behalf of
Consultant shall at all times be under Consultant's exclusive direction and control.
Consultant shall pay all wages, salaries and other amounts due such personnel in
connection with their performance of Services and as required by law. Consultant shall
be responsible for all reports and obligations respecting such personnel, including but
not limited to, social security taxes, income tax withholdings, unemployment insurance,
disability insurance, and workers' compensation insurance.
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3.17.2 Prevailing Wages. By its execution of this Agreement,
Consultant certifies that it is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title
8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of
prevailing wage rates and the performance of other requirements on certain “public
works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully
comply with such Prevailing Wage Laws. Copies of the prevailing rate of per diem
wages are on file at the Commission’s offices. Consultant shall make copies of the
prevailing rates of per diem wages for each craft; classification or type of worker needed
to execute the Services available to interested parties upon request, and shall post
copies at the Consultant’s principal place of business and at the project site. Consultant
shall defend, indemnify and hold the Commission, its elected officials, officers,
employees and agents free and harmless from any claims, liabilities, costs, penalties or
interest arising out of any failure or alleged failure to comply with the Prevailing Wage
Laws. Certified Payrolls are to be submitted whenever required by Prevailing Wage
laws.
3.17.3 Assignment or Transfer. Consultant shall not assign,
hypothecate, or transfer, either directly or by operation of law, this Agreement or any
interest herein, without the prior written consent of the Commission. Any attempt to do
so shall be null and void, and any assignees, hypothecates or transferees shall acquire
no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.17.4 Subcontracting. Consultant shall not subcontract any portion
of the work or Services required by this Agreement, except as expressly stated herein,
without prior written approval of the Commission. If Consultant wishes to use a firm as
a subcontractor which is not specified in the proposal upon which this Agreement was
awarded, prior written approval must be obtained from the Commission. The
Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
Consultant has, as part of its proposal, identified certain
companies/firms that will be subconsultants utilized by Consultant (“Subconsultants”) for
Project delivery. A list of said Subconsultants is attached hereto as Exhibit “C” and
made a part hereof. The Commission hereby approves the use by Consultant of the
Subconsultants identified in Exhibit “C”. In the event and prior to the replacement of any
Subconsultant approved herein, the Consultant shall seek and obtain the Commission's
written approval. Exhibit “C” also sets forth the rates at which each Subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the
Commission to Consultant. The cost of Addition Direct Costs, as defined in exhibit “C,”
shall be the same for both the Consultant and all subconsultants, unless otherwise
identified in Exhibit “C”.
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Consultant acknowledges that approval of Consultant's utilization of
the identified Subconsultants together with the incorporation of Subconsultants' rate
schedules and cost proposals into this Agreement shall in no way be construed to
create any contractual relationship between any Subconsultant and the Commission.
The Subconsultant rate schedules and cost proposals contained herein are for
accounting purposes only. In the event that any Subconsultant shall bring any action,
claim or proceeding purporting to enforce any right purportedly arising under this
Agreement, the Consultant shall be responsible for the Commission's reasonable legal
fees without regard to the merits of any such claim.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive
and perpetual license for Commission to copy, use, modify, reuse, or sub-license any
and all copyrights and designs embodied in plans, specifications, studies, drawings,
estimates, materials, data and other documents or works of authorship fixed in any
tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data
the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
3.18.2 Intellectual Property. In addition, Commission shall have
and retain all right, title and interest (including copyright, patent, trade secret and other
proprietary rights) in all plans, specifications, studies, drawings, estimates, materials,
data, computer programs or software and source code, enhancements, documents, and
any and all works of authorship fixed in any tangible medium or expression, including
but not limited to, physical drawings or other data magnetically or otherwise recorded on
computer media (“Intellectual Property”) prepared or developed by or on behalf of
Consultant under this Agreement as well as any other such Intellectual Property
prepared or developed by or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid
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for wholly or in part by Commission, whether or not developed in conjunction with
Consultant, and whether or not developed by Consultant. Consultant will execute
separate written assignments of any and all rights to the above referenced Intellectual
Property upon request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are
not the copyright of any other party or publicly available and any other computer
applications, shall continue to be the property of the Consultant. However, unless
otherwise identified and stated prior to execution of this Agreement, Consultant
represents and warrants that it has the right to grant the exclusive and perpetual license
for all such Intellectual Property as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
3.18.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission,
be used by Consultant for any purposes other than the performance of the Services.
Nor shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
3.19.1 Indemnification. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold Commission, its
directors, officials, officers, employees, consultants, volunteers, and
agents free and harmless from any and all claims, demands,
causes of action, costs, expenses, liability, loss, damage or injury,
in law or equity, to property or persons, including wrongful death, in
any manner arising out of or incident to alleged negligent acts,
omissions, or willful misconduct of Consultant, its officials, officers,
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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, its directors, officials,
officers, employees, consultants, agents, or volunteers. Consultant
shall pay and satisfy any judgment, award or decree that may be
rendered against Commission or its directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit,
action or other legal proceeding. Consultant shall reimburse
Commission and its directors, officials, officers, employees,
consultants, agents, and/or volunteers, for any and all legal
expenses and costs, including reasonable attorney’s fees, incurred
by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by
Commission, its directors, officials officers, employees, consultants,
agents, or volunteers. Notwithstanding the foregoing, to the extent
Consultant’s Services are subject to Civil Code Section 2782.8, the
above indemnity shall be limited, to the extent required by Civil
Code Section 2782.8, to claims that arise out of, pertain to, or relate
to the negligence, recklessness, or willful misconduct of the
Consultant.
3.19.2 Indemnification. To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold City, its council,
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 City, its directors, officials, officers,
employees, consultants, agents, or volunteers. Consultant shall
pay and satisfy any judgment, award or decree that may be
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rendered against Commission or its directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit,
action or other legal proceeding. Consultant shall reimburse City
and its directors, officials, officers, employees, consultants, agents,
and/or volunteers, for any and all legal expenses and costs,
including reasonable attorney’s fees, incurred by each of them in
connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by City, its council, officials
officers, employees, consultants, agents, or volunteers.
Notwithstanding the foregoing, to the extent Consultant’s Services
are subject to Civil Code Section 2782.8, the above indemnity shall
be limited, to the extent required by Civil Code Section 2782.8, to
claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant.
3.20 Insurance.
3.20.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the Commission that
it has secured all insurance required under this section. In addition, Consultant shall not
allow any subcontractor to commence work on any subcontract until it has secured all
insurance required under this section.
3.20.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with
the performance of the Agreement by the Consultant, its agents, representatives,
employees or subcontractors. Consultant shall also require all of its subcontractors to
procure and maintain the same types of insurance for the duration of the Agreement.
Consultant’s insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001); (2)
Automobile Liability: Insurance Services Office Business Auto Coverage form number
CA 0001, code 1 (any auto); and (3) if Consultant has employees, Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal and advertising injury and property damage. If General Liability
Insurance or includes a general aggregate limit, either the general aggregate limit shall
apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily
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injury and property damage; and (3) Workers’ Compensation and Employer’s Liability:
Statutory Workers’ Compensation limits as required by the applicable Labor Code and
Employer’s Liability limits of no less than $1,000,000 per accident for bodily injury or
disease.
3.20.3 Professional Liability. Consultant shall procure and
maintain, and require its sub-consultants to procure and maintain, for a period of five (5)
years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$2,000,000 per claim.
3.20.4 Aircraft Liability Insurance. Consultant, prior to the direct
or indirect use of any civil aircraft to provide Service under this Agreement, shall procure
and maintain, or cause to be procured and maintained, aircraft liability insurance or
equivalent form, with a single limit of not less than $5,000,000 per each occurrence.
Such insurance shall include coverage for owned, hired and non-owned aircraft and
passengers, and shall name, or be endorsed to name, the Commission, its directors,
officials, officers, employees, consultants, and agents as additional insureds with
respect to the Services or operations performed by or on behalf of the Consultant.
3.20.5 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the Commission to add the following provisions to the insurance policies:
(A.1) General Liability. The general liability policy shall be
endorsed to state that: (1) the Commission, its directors, officials, officers, employees
and agents shall be covered as additional insureds with respect to the Services or
operations performed by or on behalf of the Consultant, including materials, parts or
equipment furnished in connection with such work; and (2) the insurance coverage shall
be primary insurance as respects the Commission, its directors, officials, officers,
employees and agents, or if excess, shall stand in an unbroken chain of coverage
excess of the Consultant’s scheduled underlying coverage. Any insurance or self-
insurance maintained by the Commission, its directors, officials, officers, employees and
agents shall be excess of the Consultant’s insurance and shall not be called upon to
contribute with it in any way.
(A.2) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its council, officials, officers, employees and agents
shall be covered as additional insureds with respect to the Services or operations
performed by or on behalf of the Consultant, including materials, parts or equipment
furnished in connection with such work; and (2) the insurance coverage shall be primary
insurance as respects the City, its council, 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
City, its council, 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.
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(B.1) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the Commission, its directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the Commission,
its directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage.
Any insurance or self-insurance maintained by the Commission, its directors, officials,
officers, employees and agents shall be excess of the Consultant's insurance and shall
not be called upon to contribute with it in any way.
(B.2) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the City, its council, officials, officers, employees
and agents shall be covered as additional insureds with respect to the ownership,
operation, maintenance, use, loading or unloading of any auto owned, leased, hired or
borrowed by the Consultant or for which the Consultant is responsible; and (2) the
insurance coverage shall be primary insurance as respects the Commission, its
directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage.
Any insurance or self-insurance maintained by the City, council, officials, officers,
employees and agents shall be excess of the Consultant's insurance and shall not be
called upon to contribute with it in any way.
(C) Workers’ Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the
Commission, its directors, officials, officers, employees and agents for losses paid
under the terms of the insurance policy which arise from work performed by the
Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended,
voided or canceled except after thirty (30) days prior written notice by certified mail,
return receipt requested, has been given to the Commission; and (B) any failure to
comply with reporting or other provisions of the policies, including breaches of
warranties, shall not affect coverage provided to the Commission, its directors, officials,
officers, employees and agents.
3.20.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured 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
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Commission, its directors, officials, officers, employees and agents; or (2) the
Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expenses.
3.20.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A: VIII, licensed to do business in
California, and satisfactory to the Commission.
3.20.8 Verification of Coverage. Consultant shall furnish
Commission with original certificates of insurance and endorsements effecting coverage
required by this Agreement on forms satisfactory to the Commission. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by
that insurer to bind coverage on its behalf. All certificates and endorsements must be
received and approved by the Commission before work commences. The Commission
reserves the right to require complete, certified copies of all required insurance policies,
at any time.
3.20.9 Other Insurance. At its option, the Commission may require
such additional coverage(s), limits and/or the reduction of deductibles or retentions it
considers reasonable and prudent based upon risk factors that may directly or indirectly
impact the Project. In retaining this option Commission does not warrant Consultant’s
insurance program to be adequate. Consultant shall have the right to purchase
insurance in addition to the insurance required in this Section.
3.21 Safety. Consultant shall execute and maintain its work so as to
avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work and the conditions under which the
work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.22 Fees and Payment.
3.22.1 Compensation. Consultant shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement at
the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference.
The total compensation shall be on the basis of direct costs plus a fixed fee as further
set forth in Exhibit “C” and shall not exceed the maximum amount of Ten Million Six
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Hundred Forty-Two Thousand, One Hundred Eighty-Three Dollars ($10,642,183),
without written approval of Commission's Executive Director.
3.22.2 Payment of Compensation. Consultant shall submit a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the Statement. Charges
specific to each Milestone listed in the Schedule of Services shall be listed separately
on an attachment to each statement. Each statement shall be accompanied by a
monthly progress report and spreadsheets showing hours expended for each task for
each month and the total Project to date. Each statement shall include a cover sheet
bearing a certification as to the accuracy of the statement signed by the Consultant's
Project Manager or other authorized officer.
3.22.3 Additional Work. Any work or activities that are in addition
to, or otherwise outside of, the Services to be performed pursuant to this Agreement
shall only be performed pursuant to a separate agreement between the parties.
Notwithstanding the foregoing, the Commission’s Executive Director may make a
change to the Agreement as permitted by law or authorized by the Commission. .
(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.
3.22.4 Reimbursement for Expenses. Consultant shall not be
reimbursed for any expenses unless authorized in writing by the Commission's
Representative.
3.23 Prohibited Interests.
3.23.1 Solicitation. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
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making of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to rescind this Agreement without liability.
3.23.2 Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service
with the Commission, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
3.23.3 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of
the employee's regular working hours or on weekends, holidays or vacation time.
Further, the employment by the Consultant of personnel who have been on the
Commission payroll within one year prior to the date of execution of this Agreement,
where this employment is caused by and/or dependent upon the Consultant securing
this or related Agreements with the Commission, is prohibited.
3.23.4 Covenant Against Contingent Fees. The Consultant
represents and warrants that he/she has not employed or retained any company or
person, other than a bona fide employee working for the Consultant, to solicit or secure
this Agreement, and that he/she has not paid or agreed to pay any company or person,
other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift,
or any other consideration, contingent upon or resulting from the award or formation of
this Agreement. For breach or violation of this warranty, the Commission shall have the
right to terminate this Agreement without liability pursuant to Section 3.14, or at its
discretion to deduct from the Agreement price or consideration, or otherwise recover,
the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent
fee.
3.23.5 Covenant Against Expenditure of Local Agency, State or
Federal Funds for Lobbying. Omitted Intentionally
3.24 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred and fees charged
under this Agreement. The Federal Acquisition Regulations in Title 48, CFR 31 shall be
the governing factors regarding allowable elements of cost. All such records shall be
clearly identifiable. Consultant shall allow a representative of the Commission or any
duly authorized representative of the Commission during normal business hours to
examine, audit, and make transcripts or copies of any and all ledgers and books of
account, invoices, vouchers, canceled checks, and any other records or documents
created pursuant to this Agreement. All such information shall be retained by
Consultant for at least three (3) years following termination of this Agreement.
3.25 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
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ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or
recruitment advertising, layoff or termination.
3.26 Right to Employ Other Consultants. Commission reserves the right
to employ other consultants in connection with the Project. As required, Consultant shall
cooperate fully with any other consultant engaged by the Commission on the Project.
3.27 Governing Law. This Agreement shall be governed by and
construed with the laws of the State of California. Venue shall be in Riverside County.
3.28 Attorneys' Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorneys' fees and, all other costs of such
actions.
3.29 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.30 Headings. Article and Section Headings, paragraph captions or
marginal headings contained in this Agreement are for convenience only and shall have
no effect in the construction or interpretation of any provision herein.
3.31 Notices. All notices permitted or required under this Agreement
shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
Jacobs Engineering Group, Inc. Riverside County
3257 E. Guasti Road, Suite 120 Transportation Commission
Ontario, CA 91761 4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Alicia Cannon Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-
eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.32 Conflicting Provisions. In the event that provisions of any attached
exhibits conflict in any way with the provisions set forth in this Agreement, the language,
terms and conditions contained in this Agreement shall control the actions and
obligations of the Parties and the interpretation of the Parties' understanding concerning
the performance of the Services.
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3.33 Amendment or Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.34 Entire Agreement. This Agreement contains the entire agreement
of the Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
3.35 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.36 Provisions Applicable When Federal Department of Transportation
Funds Are Involved. Omitted Intentionally
3.37 No Waiver. Failure of Commission to insist on any one occasion
upon strict compliance with any of the terms, covenants or conditions hereof 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]
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SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY
CONSULTANT
TRANSPORTATION COMMISSION
By: _________________________
Printed
__________________________
__________________________
Anne Mayer Signature
Executive Director
__________________________
Name
__________________________
Title
Approved as to Form:
By: ____________________________
Best Best & Krieger LLP
General Counsel DR
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Exhibit B B-22
RVPUB\HSHANE\758782.1
MODEL AGREEMENT - EXHIBIT "A"
SCOPE OF SERVICES
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Los Angeles River Bike Path Gap Closure Project 1
Mid County Parkway Project Construction Contract No. 3
Roadway Design from approximately 1 mile east of Rider Street to
Warren Road and Bridge Design of the San Jacinto River Bridge
(Preparation of Plans, Specifications and Estimates, PS&E)
(06/13/2022)
GENERAL ASSUMPTIONS
This package consists of widening of existing Ramona Expressway from approximately 1 mile east of Rider
Street to Warren Road. The road will be widened to provide two lanes in both the east and westbound
direction and includes a new bridge over the San Jacinto River for two lanes of traffic in the eastbound
direction. The existing San Jacinto River bridge will be used to accommodate the two westbound lanes and
no improvements will be made to the existing San Jacinto River bridge. Four traffic signals, including three
modifications and one new signal will be included.
The following are general assumptions that apply to the entire scope of work:
Submittal will be in electronic format submitted via Jacobs File Transfer Site or Project Sharepoint
site. No hard copies are anticipated.
Review of any deliverable will be accomplished with one review cycle, and all responses will be
coordinated for concurrence prior to addressing them to make sure the comments are understood
and addressed accordingly.
PS&E submittals will be reviewed in a maximum of thirty (30) working days.
Design will use Bentley Microstation Connect and OpenRoads software for all design drawings.
Use ProjectWise to coordinate all design drawings.
Reports will be reviewed in a maximum of twenty (20) working days.
Comments will be responded to on plans and reports where the actual comments were made.
Jacobs will setup Bluebeam Studio Sessions for all agency reviews.
Project plans and Special Provisions will be developed based on Riverside County Transportation
Department (RCTD) standard specifications and standard plans, the 2018 Caltrans Standard Plans,
and 2018 Standard Specifications. Standards will not be changed/updated for the duration of this
project.
Submittals to all agencies will conform to RCTD CADD standards for title block, presentation, scale,
content, style, etc. No early design packages are anticipated or included. This will be confirmed
during project kick‐off meeting and documented in meeting minutes that all agencies are in
concurrence with RCTD CADD format. Additional submittals required by other Agencies to conform
to their standards are not included unless discussed during project kick‐off meeting.
Design Standards and Design Guidance will not change after the project starts.
EXHIBIT A - 1
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03 Scope Assumptions
Mid County Parkway Project 2
If any design elements are revised or if new direction is provided after 65%, 90% and 100% PS&E
submittal to RCTC and RCTD, such that they affect the design, will necessitate a Request for Change
and Amendment.
The 35% design submittal will be a cursory/over the shoulder review by RCTD. If any of the design
elements are revised or if new direction is provided after this submittal, such that they affect the
design, may necessitate a Request for Change and Amendment.
One (1) Health and Safety Plan will be prepared for the project team under this contract.
Assume RCTD permits will be no fee permits.
Durations estimated at each phase.:
o Eighteen (18) months for PS&E phase (assumed start August 2022 thru February 2024)
o Five (5) months for Bidding and Award phase (March 2024 thru July 2024)
o Eighteen (18) months for Construction phase (August 2024 thru February 2026)
TASK ASSUMPTIONS
Task 2. Project management, Bid Support and Design Support During
Construction
Task 2.1 Project Management/Project Administration
General:
o One (1) Kickoff Meeting with all Stakeholders, five (5) staff in attendance for two hours,
includes preparation of meeting agenda and minute.
o One (1) Kickoff Meeting with Jacobs Internal Project Team, ten (10) staff in attendance for
one hour, includes preparation of meeting agenda and minute.
o Up to fourty‐seven (47) Monthly Progress Meetings, assumed to be one hour each, two (2)
in attendance. Assume half of the meetings will be virtual and the other half in person.
o Jacobs team will attend Utility meetings scheduled by RCTC’s Utility Consultant, OPC, as
needed. It is recommended that utility meetings are scheduled individually with each utility
company to discuss conflicts and relocations.
o Up to four (4) specialty meetings for one hour, and 3 staff in attendance.
o Up to fourty‐seven (47) Monthly Invoices and Progress Reports including: a narrative of
work performed, areas of concern, actions/approvals needed from RCTC, a schedule
assessment and proposed ways to mitigate issues and problems that arise, and
recommendations regarding ongoing design work.
o Up to thirty (30) Change Log Updates to document all recommended, pending, approved
and incorporated changes.
o Up to eighteen (18) monthly schedule updates (thru PS&E only).
o For the purposes of the PS&E scope of work, eighteen (18) PDT meetings are assumed and
up to eighteen (18) monthly meetings with RCTC, meetings will include key personnel for
one hour.
EXHIBIT A - 2
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03 Scope Assumptions
Mid County Parkway Project 3
o Project will last a total of fourty‐seven (47) months that includes eighteen (18) months of
design, five (5) months of bidding assistance and award of construction contractor, and
eighteen (18) months design services during construction.
o Up to thirty (30) Stakeholder meetings will be required, assuming 5 key personnel in
attendance for one hour.
o Constructability review meetings with RCTC Construction Management at the 95% and 100%
submittals, assume five (5) meetings with two (2) in attendance for two hours each.
Task 2.2 Bid Support and Design Support during Construction
Construction Contract Support:
o Only one bid period and one contract will be needed for all the PS&E improvements.
o The Advertising, Award, and Administration will be provided by RCTC. RCTC will be
responsible for the preparation of the construction contractor’s contract.
Bid Support:
o Attend one pre‐bid meeting.
o Provide support information for pre‐bid meeting, answer questions, provide addendum
o Bid period support will occur for 5 months. Management/Administration/Coordination: 5
months x 30 hours/month = 150 hours.
o Prepare handouts and PowerPoint for Pre‐Bid meeting= 20 hours.
o Answer questions and provide Addenda = 250 hours.
o We have estimated a level of effort of 420 hours would be required for bidding assistance,
as listed in bullets above.
o Since the exact level of effort cannot be determined at this time Jacobs team will update
RCTC each month on expenditures incurred in order to monitor how the anticipated funds
are being used and to determine if additional funds will be needed.
Design Support during Construction:
o It is difficult or near impossible to predict the Design Support during Construction that will
be needed for this project or any project. Therefore, we have set an anticipated maximum
number of hours we anticipate that would be needed as follows:
o Management/Administration/Coordination: 24 months x 15 hours/month = 360 hours.
o RFI’s, Shop Drawings: 40 RFIs/Shop Drawings x 8 hours = 320 hours.
Site Visits, meetings with contractor & follow up: 20 site visits x 16 hours = 320
hours. Perform up to 20 site visits consisting of 2 people per visit. Estimated mileage
of 120 miles roundtrip.
o Change Order review requested by RCTC: 6 CCOs x 40 hours = 240 hours.
EXHIBIT A - 3
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03 Scope Assumptions
Mid County Parkway Project 4
o Drawings/information to address unforeseen field conditions: 10 drawings x 20 hours = 200
hours.
o Total estimated level of effort for Design Support during Construction = 1,440 hours
o Since the exact level of effort cannot be determined at this time Jacobs team will update
RCTC each month on expenditures incurred in order to monitor how the anticipated funds
are being used and to determine if additional funds will be needed.
o Jacobs will not be responsible for any construction inspection.
o Preparation of as‐built drawings are included in each individual discipline scope.
Task 3. Civil Scope of Work
Task 3.1 General Civil Design Requirements
Design Standards and Format of Design Documents
o See General Assumptions.
Task 3.2 Survey Work (Coast Surveying)
General:
o All surveys will be performed based on the same control utilized by Caltrans for the existing
Topographic Surveys provided.
o All control points utilized for this survey will be included and a Project Control Map
provided.
o A Record of Survey will not be provided.
o Right of Way and Legal Descriptions will not be provided.
o Post‐construction monument perpetuation will be the responsibility of the Construction
Contractor’s Professional Land Surveyor.
Topographic Site Surveys:
o Topographic survey will be tied in to the horizontal and vertical control.
o Survey coordinates will be provided at all tie‐in locations.
o Additional Topographic mapping at the SJ River bridge to include 2000’ both east and west
of existing bridge, and one mile upstream and downstream to be tied to the horizontal and
vertical control.
o Field Survey of the San Jacinto River bridge both upstream, downstream and under the
bridge.
o Cross Sections every 100’ for one mile north and south of existing San Jacinto River bridge to
be used for the hydraulic analysis.
Aerial Mapping:
o Aerial targets will be provided to tie aerial mapping into survey control.
EXHIBIT A - 4
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03 Scope Assumptions
Mid County Parkway Project 5
o An overall aerial mapping, image, and survey will be provided for the project and will include
the larger area at the San Jacinto River.
Task 3.3 Roadway Assumptions
General:
o Hold internal weekly meetings with all disciplines throughout the project to coordinate the
work.
o Use ProjectWise to coordinate all design and drawing files.
o Coordinate with design team on new concepts and innovations.
o Review all existing project documentation.
o Gather all As‐Built plans, organize and post on server.
o Obtain the necessary permits for the project to go to construction. Estimated cost of permits
has been included and will be expensed out to the project.
o Coordination and interaction with RCTC consultant, OPC, on utility impacts.
o Preparation of the existing utility base file which will include size, owner, offset, etc. Jacobs
team will not be liable for any information related to the utility data/information provided
by others. Existing utility base file will be based upon as‐built information provided by each
utility owner and supplemented by visual survey of above‐ground utilities (e.g. poles,
pedestals, vaults) and any required potholing necessary to establish the horizontal and
vertical location of underground utilities.
o Provide support to the Utility Coordination in the preparation of the following:
Preparation of the letter to utility owners.
Preparation of the utility conflict matrix.
o Coordinate with RCTC consultant, OPC, to get the relocation plans from each utility
company.
o Preparation of Pothole drawings for utilities in potential conflict with the proposed
improvements.
o Preparation of site‐specific traffic control plans for the Geotechnical borings.
o Title, Key Map and Line Index to be included with 35%, 60%, 95%, and 100% submittals.
Up to 3 sheets will be required.
o Typical Cross Sections to be included with 35%, 65%, 90%, and 100% submittals.
Up to 5 sheets will be required.
o Layouts and Profiles will be combined into the same plan sheet and prepared at 40 scale
with 35%, 65%, 90%, and 100% submittals.
EXHIBIT A - 5
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03 Scope Assumptions
Mid County Parkway Project 6
Up to 45 Sheets will be required.
Profiles will be on top of layout sheets and will include centerline, sawcut line and
edge of pavement line.
Utility plans will be included on layouts and submitted with 60%, 95%, and 100%
submittals.
o Construction Details and ADL Plans to be included with 65%, 90%, and 100% submittals.
Up to 70 Sheets will be required.
o Stage Construction Plans and Details to be included with 65%, 90%, and 100% submittals.
Up to 100 Sheets will be required.
o Detour, Construction Area Sign, Pavement Delineation and Signing Plans, and Details to be
included with 65%, 90%, and 100% submittals.
Up to 85 Sheets will be required.
o Right of Way Mapping (Right of Way Requirement Sheets).
Up to 45 Sheets will be required.
o General – Transportation Management Plan
Preparation of the Transportation Management Plan (TMP) for PS&E phase.
Interpretation from previous traffic analysis will be performed and applied to this
project.
Provide team with adequate roadway lanes for existing traffic as well as
construction work areas and staging areas.
o Water Pollution Control Plans are not included.
o Coordination with RCTC and/or RCTD for right of entry prior to performing field work
necessary for survey, geotechnical, and site assessment.
o No design exception documentation anticipated. Design approach and methodology will be
discussed and agreed upon prior to the completion of project.
o No quantity sheets will be prepared.
Field Visits:
o Field visit to identify existing utilities: Up to 4 visits of 2 people per visit. Estimated mileage
of 120 miles roundtrip.
o Field visits for roadway design: Up to 8 visits of 3 people per visit. Estimated mileage of 120
miles roundtrip.
o Field visit for traffic design: Up to 4 visits of 2 people per visit. Estimated mileage of 120
miles roundtrip.
EXHIBIT A - 6
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03 Scope Assumptions
Mid County Parkway Project 7
Roadway PS&E Reviews (35%, 65%, 90%, 100%):
o Reviews will be done by RCTD, and RCTC.
o One review cycle per submittal will occur.
o All comments will be received at the end of the comment review period.
o One comment resolution meeting will be held to resolve any conflicting comments.
Task 3.4 Wildlife Crossing (Contech)
General:
o Contech will prepare LRFD engineering calculations and details for the CON/SPAN O‐series
Precast arch foundation design. Foundation design will be in accordance with
recommendations from the project geotechnical report. Geotechnical report will need to
provide parameters for LRFD design.
o Prepare LRFD construction (design) drawings for the CON/SPAN O‐series Precast arch design
in accordance with the drawings and information provided by Jacobs.
o Prepare LRFD Precast or Keysteel Wall engineering calculations and details. Walls will be
designed for local stability only; global stability analysis to be performed by others.
Task 3.5 Drainage Assumptions
General
o Available hydrologic data – design flow information for local storm drains will be provided by
RCFC&WCD or local agency within a reasonable time upon request, e.g. one week.
o County maintenance crew to maintain all culverts in advance of the video logging to be sure
blocked pipes are unblocked and accessible for video logging work.
o Video logging of the existing culverts, up to 18, and cleanout of each culvert prior to the
video logging to properly assess the condition of each system.
o Drainage Plans
Up to 45 Sheets will be required.
o Drainage Profiles
Up to 45 Sheets will be required.
o Drainage Details
Up to 63 Sheets will be required.
o Drainage Report
Riverside County Hydrology Manual is basis for hydrologic analysis
Storm drain hydraulic analysis will be developed using HY‐8, FlowMaster, or other
similar software. Where needed, detailed hydraulic analysis will be performed
using WSPGW.
EXHIBIT A - 7
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03 Scope Assumptions
Mid County Parkway Project 8
o Infiltration Testing for stormwater treatment will be performed according to the scope
identified below for Task 3.6 Geotechnical work.
o Bridge Hydraulics
Design flow information for San Jacinto River will be provided by RCFC&WCD within
a reasonable time upon request, e.g. one week. No new hydrologic analysis is
expected to be required and is excluded from this work.
A letter of map revision (LOMR) for FEMA floodplain mapping is not expected to be
needed and is not included.
HEC‐RAS (one‐dimensional) will be used to evaluate the project impacts. Two‐
dimensional hydraulic analysis, if deemed to be required, will be scoped separately
by Amendment. Up to two alternative layouts will be evaluated.
Bridge Type Selection:
o The Draft Bridge Hydraulics Report would be submitted with the Bridge Type Selection
Final Bridge Design Phase
o Final Bridge Hydraulics Report, to be included with final bridge structure submittal.
35% Design:
o The Drainage and Stormwater deliverables at this design phase will include the following:
Drainage Plans showing the conceptual layout of drainage systems.
Drainage profiles for cross drainage systems
Draft Drainage Details relevant to the cross‐drainage systems
Draft Drainage Report, summarizing the analysis of cross drainage systems
Draft Bridge Hydraulics Report to be submitted with the Bridge Type Selection
65% Design
o The Drainage and Stormwater deliverables at this design phase will include the following:
Drainage Plans, Profiles, and Details for all storm drainage systems
Draft Drainage Report
Draft Water Quality Management Plan.
90% Design:
o The Draft and Stormwater Deliverables at this design phase will include the following:
Drainage Plans, Profiles, Details, and Quantities for all storm drainage systems
Draft Final Drainage Report
Draft Final Water Quality Management Plan
EXHIBIT A - 8
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03 Scope Assumptions
Mid County Parkway Project 9
Final Bridge Hydraulics Report, to be included with final bridge structure submittal.
100% Design:
o The Draft and Stormwater Deliverables at this design phase will include the following:
Final Drainage Plans, Profiles, Details, and Quantities for all storm drainage systems
Final Drainage Report
Final Water Quality Management Plan
Bid Support Services:
o Up to 4 bid inquiries are anticipated, requiring up to 16 hrs each.
o Plan revisions will be scoped separately.
Services During Construction/As‐Builts:
o Up to 20 drainage related submittals will be reviewed.
o Up to 40 drainage RFI’s will be addressed, requiring up to one site visit with two staff, and up
to 12 hours for each RFI.
o Drainage staff will attend construction site meetings, if needed, after a formal RFI is
submitted.
Exclusions:
With geometric refinements to the vertical profile, a pump station is not expected to be needed and
is not included. Pump station engineering and design, including detention storage design, are not
included. If a pump station is determined to be necessary, this work will be scoped separately as an
amendment.
Early design submittals/early design packages.
CLOMR/LOMR
Detention Basin engineering and design
Storm Water Data Report and Water Pollution Control Plans
Task 3.6 Geotechnical Assumptions
General:
o Geotechnical studies for extension of up to 8 existing drainage structures – culverts.
o One new roadway bridge structure: San Jacinto River Bridge (10 span)
o Geotechnical studies for one wildlife overcrossing.
o No sound walls.
o No retaining walls.
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Mid County Parkway Project 10
o No sign structures or high‐mast lighting.
o Geotechnical studies for site grading: includes embankment cuts and fills up to 12 feet.
o Geotechnical studies for new BMP sites
o Geotechnical studies for new pavement
o No pavement rehabilitation studies for existing pavements.
o Pre‐field Activities/exploration:
Review available and pertinent geotechnical and geology literature and perform a
site reconnaissance survey to identify potential field exploration locations and site
constraints as related to our proposed scope of work.
Obtain right of entry/encroachment permits prior to drilling and sampling activities.
A list of permits for various project station segments are identified in Table 1.
Table 1 – Permits
Location
Right of Entry/
Encroachment Permits
Future Antelope Road to Warren Road Riverside County
San Jacinto River Bridge Riverside County Flood Control
District and/or USACE
Utility Clearance: Review available project utility plans, stake and mark field
exploration locations, and contact Underground Service Alert (USA) at least 48
hours prior to our scheduled drilling for utility clearance. Should utility conflicts
arise, impacted locations will be re‐located as close as possible to their originally
planned location.
Health and Safety Plan: All site personnel will be responsible to follow Jacob’s safety
policies. Geotechnical scope‐specific Health and Safety Plan will be prepared.
o Field Exploration and Laboratory Testing: Proposed field exploration consists of performing
borings and infiltration testing.
o Borings: Up to forty‐five (45) borings are assumed for the project. Summary of proposed
borings and anticipated depth are presented in Table 2.
o Borings: Up to thirteen (13) borings are assumed for the bridge structure. Summary of
proposed borings and anticipated depth are presented in Table 2. Proposed borings will be
drilled to the planned depth or refusal whichever is shallower.
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Table 2 – Summary of Borings and Test Pits
Type Number of
Borings Anticipated Boring Depth (feet)
Hollow-Stem Auger Borings
(Baseline Embankment Fill Areas,
Drainage Culverts/RCPs and Pavement)
45 10 to 20*
Wildlife Overcrossing 2 60
Rotary Wash 13 100
* 20 feet deep borings are planned at 8 existing drainage structure extensions
The borings will be geotechnically logged and sampled in accordance with Caltrans
Soil and Rock Logging Manual. Laboratory testing will be performed on select soil
samples for soil classification, strength characteristics, expansive and corrosion
evaluation. At the end of drilling, each boring will be backfilled with cement grout.
Log of test borings (LOTBs) will not be prepared for the borings drilled for pavement
and drainage structure design.
LOTBs will be prepared in accordance with Caltrans Soil and Rock Logging Manual
for the borings drilled for the wildlife overcrossing.
Upon completion of field exploration and laboratory testing, LOTBs will be prepared
in accordance with Caltrans Soil and Rock Logging Manual for the borings drilled for
the San Jacinto River Bridge.
o Geotechnical Analysis: Perform geotechnical analysis using site‐specific geotechnical data
obtained from the field exploration in general accordance with Caltrans Geotechnical
Manual, and AASHTO LRFD Bridge Design Specifications. Geotechnical evaluations would
generally include pavement design, culvert design, shallow foundations (for the wildlife
overcrossing), deep foundation (for the bridge structure), collapse and expansion potential,
corrosion potential and construction considerations.
o Site specific acceleration response spectrum will be developed per Caltrans Seismic Design
Criteria.
o Geotechnical Deliverables: Following geotechnical deliverables will be prepared in
accordance with Caltrans Geotechnical Manual:
Preliminary, draft and final Foundation Report (PFR and FR) for the wildlife
overcrossing.
Preliminary, draft and final Geotechnical Design Report (PGDR and GDR) for the
project alignment.
Log of Test Borings (LOTBs)
Preliminary, draft and final Foundation Report (PFR and FR) for the bridge structure.
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o Infiltration Testing:
Perform double‐ring infiltrometer test per ASTM D 3385 at up to 35 locations
selected by the drainage team.
Pre‐field Activities:
Prior to field exploration, we will perform site‐reconnaissance survey to
identify potential field exploration locations and site constraints as related
to our proposed scope of work.
Stake and mark our field exploration locations and notify Underground
Service Alert a minimum of 48 hrs prior to field work exploration.
Perform one soil sample testing in the vicinity of the double‐ring
infiltrometer test location to reasonable identify subsurface soil conditions.
Soil sampling will be obtained either by hand digging or by using hand
auger at an approximate depth of 2 feet below ground surface.
Laboratory Testing
After soil sampling, laboratory testing will be performed on select near
surface soil samples. Our proposed laboratory testing consists of:
a. Particle‐size distribution (gradation) of soils using sieve analysis
(ASTM D 6913)
b. Atterberg limits (ASTM D 4318)
Infiltration Testing Report
The data obtained from the infiltration and laboratory testing will be
evaluated and analyzed to develop infiltration rate at each tested location.
An infiltration test report will be prepared documenting the results of the
double‐ring infiltration testing.
Report will include soil type, laboratory test results, double‐ring infiltration
test methodology, and test results.
o Additional geotechnical assumptions:
Day time drilling is proposed for 100% of the field work.
Prevailing wages are applied per contract requirements.
Soil cuttings drummed and removed from site with normal (non‐hazardous waste)
disposal.
No groundwater monitoring wells are installed.
Access to the required explorations areas will be granted in a timely manner.
Fees for encroachment permits for geotechnical exploration will either be waived or
will be paid by RCTC.
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Permit to drill within the Riverside County Flood Control District and/or USACE
jurisdiction for the bridge structure will be obtained by the Jacobs environmental
team.
Drilling locations can be accessed using a conventional drill rig.
No traffic control services will be required for drilling on the bridge structure.
Bridge borings will be performed away from Ramona Expressway, within the
proposed support location footprints.
Up to thirteen (13) rotary wash borings totaling up to 1,300 linear feet are proposed
for the bridge structure.
Boring locations (13) will be cleared for utilities before drilling by third party utility
locating company.
Up to ten (10) days of daytime traffic control services in accordance with site‐
specific traffic control plans are considered for drilling on Ramona Expressway.
Up to forty‐five (45) hollow‐stem auger borings totaling up to 530 linear feet are
proposed for the project.
Up to two (2) hollow‐stem auger borings totaling up to 120 linear feet are proposed
for the wildlife overcrossing.
Boring locations (47) will be cleared for utilities before drilling by third party utility
locating company.
Log of test borings will not be prepared for the borings drilled for pavement and
drainage structure design.
Log of test borings will be prepared for the borings drilled for the wildlife
overcrossing and San Jacinto River bridge.
For borings penetrating existing pavements, the surface will be capped with asphalt
or rapid set concrete.
Pavement structural design discussion and recommendations will be included
within the Geotechnical Design Report deliverables. No Materials Report will be
prepared for the project.
Environmental contaminants or hazardous materials are not anticipated to be
encountered during the investigation. Should such materials be encountered,
operations will be halted immediately at the suspect location, and RCTC will be
contacted for additional direction. Drilling may proceed when appropriate
protective measures are in place.
Jacobs will coordinate with applicable utility staff for utility clearances. Coordination
with Underground Services Alert (USA) and associated firms marking utilities for
USA is also included. Jacobs is not liable for any damages attributable to errors
made in marking of utility locations by others.
As‐built utility and drainage plans will be provided by others to aid in clearing the
drill sites.
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The existing MWD protection structure (tunnel) is adequate for the proposed
roadway widening.
Geotechnical construction support services are provided in the first two years of
construction.
Geotechnical construction support services include review of geotechnical
material submittals, deep foundation installation related documents (for
the bridge structure alternative), and response to request for information
for 8 hours per week for first two (2) years of construction.
Exclusions:
Geotechnical observation services such as for subgrade preparation and embankment placement
during construction are not included in the scope of work.
Geotechnical observation services such as foundation construction for the bridge structure are not
included in the scope of work.
Soils and materials testing is not included in the geotechnical construction support services.
Handling of any potentially contaminated material or the level‐of‐effort required for additional
protective measures.
Density testing of fill and backfill.
Geotechnical field investigation, design, and reporting for potential MWD aqueduct protection
structure not included.
Evaluation of existing bridge foundation capacities and seismic retrofit recommendations not
included.
Task 3.7 Structures Assumptions
General:
o The Jacobs team will prepare structure design based on AASHTO LRFD Bridge Design
Specifications, 2017, Eighth Edition, with Caltrans Amendments (AASHTO‐CA‐BDS‐6), various
Caltrans Bridge Design and Detail Manuals, and Caltrans Seismic Design Criteria, Version 2.0.
o Structure Construction will be based on the 2018 Caltrans Standard Plans and Specifications.
o This scope of services is based on one new bridge design.
o The bridge will be single stage construction.
o There are no bridge mounted signs.
o Use Project Wise to coordinate all design drawings.
o Barrier will be provided on the structure.
o Large diameter utilities, greater than 4” in diameter, are not anticipated in the bridge.
Future utility openings and conduits in the barriers will be provided on the structure.
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o The geotechnical team will develop the LOTB sheets. Only minor markups and border
modifications will be performed by the structures team.
o Deck drainage calculations will be performed by the drainage team and will be included in
the bridge design calculation binders for reference.
o Caltrans XS sheets will be used and modified, as needed.
o San Jacinto River Bridge is assumed to be a CIP/PT Concrete box girder structure supported
on column bents and footings on CIDH large diameter shafts.
o The supports for each structure will be skewed to accommodate the future widened
condition.
o All aesthetic details and requirements for the structure will be coordinated and developed
outside of the structures scope.
o Architectural treatment on the bridges is to be limited to form liner on the barriers and
wingwalls. Patterns to be determined by others.
o Retaining walls and sound walls are not included.
o Non‐standard overhead signs are excluded from the structures fee. Caltrans reference
sheets will be used for all OH sign design.
o Miscellaneous structure support does not include design calculations. It includes
coordination, attending meetings, and providing reviews of plans or details for other
disciplines.
35% Bridge Type Selection:
o Preliminary bridge design in 35% design level including performing preliminary structural
design and seismic analyses in accordance with Caltrans Bridge Design Standards will be
performed based on the approved roadway geometric design plans for the preferred
alternative
o The preliminary structure study will be summarized in a Bridge Type Selection Report, which
will include discussion on the structure, falsework (if required), utility relocation, stage
construction, constructability‐related topics, calculated scour depth, and geotechnical
evaluation.
o The 35% bridge type selection design will include a bridge general plan, a preliminary
foundation plan, a general plan estimate and other pertinent information needed to
determine the proper structure type.
o The Type Selection Report will be submitted to the County for review and concurrence.
o Only one Type Selection meeting will be required.
o The structure deliverables at this design phase will include the following:
Bridge Type Selection Report
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65% Unchecked Structure Plans
o Upon the acceptance of the Final Type Selection Report, engineering conclusions for the
preferred structure alternative identified in the final bridge type selection report will be
carried into the final design phase.
o The structure deliverables at this design phase will include the following:
65% Unchecked Structure Plans, including but not limited to (General Plan, Index to
Plans, Deck Contours, Foundation Plan, Abutment Layout, Abutment Details, Bent
Layout, Bent Details, Typical Section, Prestressing Details, Girder Details, Hinge
Details, Structure Approach and Drainage Details, Aesthetic Details)
Bridge Design Independent Check
o 65% unchecked bridge plans will be independently checked by a separate licensed bridge
engineer, who has not been involved in the project.
o A separate set of structural design check calculations including quantity calculations will be
prepared in accordance with Caltrans bridge design practice.
o The independent checker will review the plans for completeness, consistency, and
correctness of references.
o All comments will be reconciled, and responses will be documented in the project files.
o The structure deliverables at this design phase will include the following:
Bridge Design Independent Check Calculations
Quantity Independent Check Calculations
Comment/Response
95% Structure Plans, Specifications and Estimate:
o Responses to all agencies’ review comments for the 65% submittal will be prepared and
included in this submittal.
o Caltrans Standard Special Provisions (SSP) for structural work not covered by the Caltrans
Standard Specifications and Revised Standard Specifications will be prepared and included in
this submittal.
o Caltrans standard item codes for bid items will be used when feasible in the development of
the bid schedule.
o The Contract Cost Data Book published by Caltrans will be used to adjust the item unit
prices.
o 65% plans will be updated to reflect the reconciliation of the independent checker’s
comments.
o The structure deliverables at this design phase will include the following:
95% Structure Plans
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Edited Caltrans Standard Special Provisions
Bridge Design Calculations
Quantity Calculations
Cost Estimate
Final 100% Plans and Contract Bid Documents:
o Responses to the County’s review comments for the 95% submittal will be prepared and
included in this submittal.
o Any additional comments received on the 100% submittal are follow up to previous
comments and are not new comments requesting preference‐based changes.
o The structure deliverables at this design phase will include the following:
Final signed structure plans (included with the Roadway Package)
Final Specifications (included with the Roadway Package)
Final Estimate (included with the Roadway Package)
RE Pending File (included with the Roadway Package)
Services During Construction/As‐Builts:
o All temporary structures or shoring design or review is excluded from the scope.
o All design, detailing or review of erection equipment, formwork, falsework, or temporary
erection supports is excluded from the scope.
o Up to 2 people attending the preconstruction meeting.
o Excludes contract analysis, structure bid analysis and square foot cost analysis.
o Markups for as‐builts will be provided to the design team at the end of construction. Effort
for as‐builts up to 3 hours per sheet.
o Project close‐out is handled by others.
o Provide all electronic files to RCTC upon completion of as‐builts
Task 3.8 Traffic Signal/Electrical (FPL & Associates)
General:
o Design will include four (4) traffic signal plans, 3 modified and one new signal. The locations
are:
Ramona Expressway & Lakeview Avenue (modification)
Ramona Expressway & Hansen Ave/Davis Road (modification)
Ramona Expressway & Bridge Street (to be constructed by the County prior to
project) (modification)
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A new traffic signal at a location to be determined.
o Traffic signal design will include the addition of Proxim wireless radio equipment per
specifications provided by the County.
o Conduct field investigation, prepare the signal design based on the intersection geometry
provided by Jacobs, coordinate with the power agency to secure the electricity source to
energize the one new signal, attend weekly coordination meetings, PDT meetings, and
provide construction support to complete the construction of the four signals.
o FPL will attend fifty‐two (52) weekly coordination meetings; each will take half hour.
Additionally, there will be eighteen (18) PDT meetings. FPL will attend one hour at each PDT
meeting when traffic signal design issue is being discussed. Assume all meetings are virtual.
o FPL will conduct a field review of the existing conditions to supplement the record drawings
provided by Jacobs and to identify the electrical service points.
o FPL will prepare three (3) traffic signal modification plans and one (1) new traffic signal plan.
The specific signal phasing (i.e. whether to provide protected left‐turn phasing) will be
determined through the discussion in the PDT meetings and with the County of Riverside.
Safety lighting will be provided at each of these intersections.
o The traffic signal plan shall be prepared at a scale of 1‐inch equals 20 feet.
o The traffic signal design will be in conformance with the County of Riverside Traffic Signal
Specifications and Standards, Caltrans Standard Plans and Specifications dated 2018, and the
latest California Manual on Uniform Traffic Control Devices (CAMUTCD).
o Assume that standard Caltrans poles, foundations, and appurtenant equipment will be
utilized. We will verify with the County if any County‐specific equipment will be required.
o Will coordinate with the County to clarify whether the following associated upgrades will be
requested and will update plans accordingly:
Replacement of exiting pedestrian push buttons to be in compliance with ADA and
CA‐MUTCD requirements.
Installation of bicycle lane detection.
Installation of video detection.
o Assume that the existing controller cabinet and controller will need to be
upgraded/replaced.
o Assume that the existing service cabinets at the 3 existing locations will remain as existing,
unless impacted by the project. A new service cabinet will be proposed for the new
signalized intersection.
o SCE coordination will be needed for the new traffic signal which requires a new electrical
service. FPL will provide a set of traffic signal plans to SCE to request their assistance in
verifying overhead clearances to existing SCE facilities.
o FPL will prepare three (3) temporary traffic signal plans (one (1) for each existing signalized
location). The temporary traffic signal design will accommodate the planned construction
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activities at the intersection and assumes only one (1) stage of construction that will require
the installation of a temporary traffic signal.
o Should any additional stages be required, FPL is allowed additional compensation (to be
separately negotiated) if requested to prepare additional temporary traffic signal design
plans.
o The temporary traffic signal plans will be prepared at a scale of 1‐inch equals 20 feet.
o The traffic signal design will be in conformance with the Caltrans Standard Plans and
Specifications dated 2018, and the latest California Manual on Uniform Traffic Control
Devices (CAMUTCD).
o We assume that standard Caltrans temporary equipment will be utilized. We will verify with
the County if any County‐specific equipment will be required.
o Should the existing controller cabinet and/or service cabinet be impacted, the temporary
traffic signal design will propose a temporary installation at an alternate location within the
respective intersection.
o FPL will coordinate with the serving utility company to coordinate obtaining electrical
service for the new traffic signal location. It is assumed that the services for the three
existing locations will not be impacted.
o We will prepare Specifications in the County of Riverside format. We assume that County
will provide sample Specifications.
o A preliminary engineer’s cost estimate will be prepared with the second submittal of the
plans. A revised engineer’s cost estimate will be included with the final submittal.
o Construction Support includes time for 8 RFI’s at 3 hours each, 4 submittal reviews at 6 hrs
each, and preparation of as‐builts for 24 hrs. A total of 72 hrs is estimated for construction
support services.
Assumptions:
o Jacobs will furnish the intersection geometry (civil engineering), the striping design information,
and all existing and proposed utility information in CAD to FPL at the kick off meeting to start
FPL’s signal design.
o FPL’s fee proposal is based on the Jacobs information to prepare the signal design information. If
the intersection geometry and the striping information is changed during the course of the
design, FPL is entitled to a change order.
o FPL will coordinate with the power agency to apply a new electrical service for the new signal
and confirm the electrical service for the three existing signals.
o It is assumed that the existing traffic signal electrical service points will not be impacted.
o All meetings are virtual. Scope and fee does not include time for driving to and from meetings.
o The signal as built plans will be prepared based the contractor’s notes. FPL will not conduct the
field as‐building after traffic signals are built.
o Assume all traffic signal phasing has been determined by the agency and will be shared with FPL.
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o Assume Jacobs will initiate a pre‐design meeting with the agency during which FPL will ask for
design input and parameters.
o Jacobs to provide as‐built plans to FPL, including existing traffic signals.
Exclusions:
Design of traffic signal interconnect and fiber cables.
Signal warrant analysis.
Design of street/highway lighting, permanent or existing, other than safety lighting at the four
signalized intersections.
Task 3.9 Traffic Analysis (VRPA)
General
o Traffic analysis will be conducted to provide support for the design process. It will include
the following information:
Existing traffic counts
Existing traffic analysis
Future traffic forecasts
Roadway capacity analysis
Recommendations for lane geometry, turn pocket length, and other features
related to the design of the project
o The data and analysis conducted for the traffic analysis will be available if any questions
related to noise or air quality come up during the course of the project.
o The traffic analysis will be conducted using the methodologies used for the Mid County
Parkway EIR/EIS traffic analysis, except for cases where updates need to be made to reflect
current standards. The following scenarios will be analyzed:
Existing Conditions
Horizon Year – With Project
o This scope of work assumes that the traffic forecasts will be based on the results of the Mid
County Parkway EIR/EIS and other more recent traffic analyses conducted in the area. No
new traffic model runs are assumed.
Exclusions:
New traffic model runs.
Task 3.10 Erosion Control (Tatsumi)
General
o Participate in PDT meetings virtually
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o Receive and review the existing and approved Project Approval and Environmental
Document. Incorporating all appropriate elements.
o Conduct a site visit to review the existing site conditions.
o PS&E submittals are limited to one submittal of 35%, 60%, 95%, 100%, and final contract
documents. Additional submittals will be considered new work and an additional fee.
Design Plans
o Prepare Hydroseed/Erosion Control Plans
Specifications
Cost Estimate
QA/QC reviews at each submittal
Construction Bid/Support/Closeout
o Attend one pre‐bid meeting
o Respond to Bidders/Requests for Information (RFIs) up to 1 RFI.
o Review a maximum of 1 product submittal/shop drawing
o Prepare as‐built drawings utilizing redlines provided by the contractor.
Exclusions:
Irrigation plans are not included in this scope of work.
Addressing surface water runoff in the landscape is not included.
Task 3.11 Technical Specifications and Special Provisions
General
o Specifications will be submitted with 65%, 90% and 100% submittals.
o Special provisions will not be submitted as part of the 35% submittal.
o Special provisions submitted at 65% will contain list of Standard Plans and sections relevant
to 65% design.
o Special provisions with complete section edits will be provided as part of the 90%, and 100%
submittals.
Deliverables:
o Electronic submittals for 65%, 90%, and 100% submittals in word document and PDF
formats.
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Task 3.12 Aerially Deposited Lead (ADL) Site Investigations and Plans
General
o This will include up to 40 locations to be sampled for ADL at four depths (0.5 ft, 1.5 ft, 3
ft, and 4 ft) using hand auguring methods. All samples will be collected in unpaved areas
where soil excavation/disturbance is planned. The sample spacing required for adequate
characterization is assumed to be half a mile. Laboratory testing for lead will use EPA
Method 6010. All samples will be tested for total threshold limit concentrations (TTLC).
Up to 50% of samples will require soluble threshold limit concentration (STLC) using
waste extraction test (WET) (citrate) extraction. Up to 25% of samples will require de‐
ionized water waste extraction (DI‐WET) analysis. Up to 25% of samples will require
toxicity characteristic leaching procedure (TCLP) analysis. One report will be prepared to
summarize the findings for the ADL investigation.
o Submittal to include a Draft and Final Work Plan for ADL Investigation, and a Draft and
Final Investigation Report.
Assumptions:
o Additional samples required for reduced spacing are not included.
o A total of two submittals for this document (Draft and Final) will be prepared and submitted
for review and approval. No additional submittals will be made unless additional review(s)
are due to quality of the deliverables.
o RCTC will provide or arrange for all right of entry to restricted site access.
o A reduction in boring samples from the Caltrans guidelines has been made and must be
verified prior to initiation of work.
Task 3.13 Initial Site Assessment for Hazardous Waste
General
o Hazardous Waste Initial Site Assessment (ISA) will be prepared for the 8.5‐mile Project
where excavation, structure demolition or modification is planned to determine whether
construction of the proposed project could be affected by any recorded or visible hazardous
waste problems, and to recommend any additional work that may be needed
o The project scope will include an electronic search of governmental databases, a site
reconnaissance of the 8.5‐mile corridor, and reviews of historical aerial photographs and
topographic maps.
o This ISA will be prepared in accordance with the guidelines provided in the Caltrans Project
Development Procedures Manual (PDPM) Online Edition, Chapter 9: August 11, 2017, and
generally in accordance with the American Society for testing and Materials (ASTM)
Standard E 1527‐13.
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Assumptions:
o RCTC will provide or arrange for all right of entry to restricted site access.
o No property acquisitions are included as part of the Project, and therefore, a review of
Chain‐of‐Title reports, environmental liens, or activity and use limitations (AULs) will not be
performed.
o The ISA Site reconnaissance visit will include one round‐trip to/from the Project site and can
be completed in a total of 10 hours by one Jacobs staff.
o The ISA will include a completed Caltrans Metric ISA Checklist for the Project.
o The ISA does not include an assessment for radon, lead‐based paints, lead in drinking water,
molds and mildews, indoor air quality, cultural and historic resources, ecological resources,
industrial hygiene, health and safety, and other ASTM Standard non‐scope considerations.
o We assume that the cost of copies of regulatory agency files will not exceed $100.
o We assume that records for the Site and adjoining properties of concern will be available
through either on‐line agency sources (e.g., State Water Resources Control Board
GeoTracker™) or at one in‐person location (local Certified Unified Program Agency). We
assume one visit, including round‐trip travel, to review in‐person agency records and the
review can be completed within 8 hours.
o Jacobs assumes one round of comments by RCTC and two by Caltrans. Responses to
comments will be prepared for RCTC and Caltrans comments. One electronic copy (PDF) of
each of the draft version will be submitted. The final report will be provided by e‐mail or
Jacobs’ secure file transfer protocol (FTP) site.
o Attendance at any meetings, additional requirements due to changes or interpretations in
regulations by the agencies, or supplemental letters will be provided at additional cost.
o The ISA and resulting report will not be materially relied upon for property transfer,
transaction, or development purposes.
Task 3.14 Environmental Compliance/Permits (LSA)
General:
o Preparation of revalidation and permits will begin at 95% PS&E design.
Project Management/Administration/Coordination
o This task includes virtual attendance at 18 Project Development Team (PDT) meetings by the
LSA Principal in Charge or Project Manager.
o As requested by RCTC and Jacobs, LSA will take the lead in coordinating directly with
Caltrans Environmental staff.
Preconstruction Biological Surveys for Geotechnical Borings (LSA Task 4.1)
o Nesting Bird Survey/Vegetation Removal Seasonal Constraints
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o This scope includes 5 days of preconstruction nesting bird surveys in the event that
geotechnical boring activities result in vegetation removal during restricted timeframes.
o Geotechnical boring locations and access routes will be pre‐defined.
o No vegetation removal can occur within Public/Quasi‐Public (PQP) land or Criteria Area
within the nesting season (March 1‐June 30).
Geotechnical Boring Regulatory Permits and Coordination (LSA Task 4.2)
o During the 35% design phase, LSA will coordinate with RCTC and Jacobs to acquire, as
needed, the regulatory permits listed for geotechnical borings of the proposed project:
Geotechnical Boring Regulatory Permit Fees.
Regulatory Agency Permits for Construction (LSA Task 6.1)
o This scope of work assumes that one permit application will be submitted simultaneously to
each of the three regulatory agencies (USACE, RWQCB, and CDFW).
o Existing JD is adequate for all permit applications and regulatory environment does not
change.
o LSA will set up a pre‐application meeting with the United States Army Corps of Engineers
(USACE) before beginning the application process.
o During final design, LSA will acquire, as needed, the regulatory permits listed for
construction of the proposed project:
Permit Fees for Project Construction.
Environmental Revalidation and Supplemental Technical studies (LSA Task 6.2)
o LSA will complete an Environmental Revalidation form for Caltrans (NEPA) and RCTC (CEQA)
approval to document any modifications made to the design that differ from the design in
the Final EIR/EIS. Effort scoped under this task is anticipated to begin during the 95% design
phase.
o To support the Environmental Revalidation, LSA will prepare a brief write‐up on each
environmental topical area from the Final EIR/EIS.
o If it is determined that any proposed design modifications would result in new potentially
significant impacts that require new mitigation measures, then a supplemental EIR/EIS
would be required. This scope of work does not include preparation of a supplemental
environmental document.
o This scope includes up to three rounds of review and responses to comments from RCTC and
Caltrans District 8. If additional rounds require response or substantive issues develop
requiring any effort beyond the scope of work (and estimate), a contract modification will be
necessary, and a schedule adjustment may also be needed.
o During 100% design, LSA will coordinate with RCTC and Caltrans to execute Environmental
Certification at the Ready‐to‐List milestone.
o Section 508 document remediation is not included in this scope of work.
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The following supplemental technical studies, or additional CEQA/NEPA documentation, are
anticipated at this time.
o Supplemental Air Quality Analysis
This scope assumes the preparation of a quantitative PM10 and PM2.5 Hot‐Spot
assessment would not be required.
o Cultural Resources
LSA will develop a revised Area of Potential Effects (APE) map on a base map
provided by Jacobs. The APE map will depict the existing topography; grading limits;
borrow and staging areas; temporary construction easements; existing and
proposed right‐of‐way; existing and proposed roadway geometrics; parcel
boundaries and numbers, as needed; evaluated buildings and structures; a scale in
U.S. Customary Units; a north arrow; sound and/or retaining walls, if any;
conceptual Best Management Practices (BMPs); the APE boundary; a signature
block; a legend; and all other Caltrans format requirements per the SER (January
2011). Per Caltrans, the map will be at scale of 1 inch = 200–400 ft (a scale of 1 inch
= 200 ft is preferable). The map identifies the entire area of project impacts.
This proposal provides budget to prepare an APE map based on the first set of
complete engineering plans provided by Jacobs. In the event engineering plans
change, a contract modification (budget augment) will be necessary. This map will
be submitted to Caltrans with the SHPSR for approval and signatures.
o Native American Consultation
Based on the previous five Supplemental HPSRs for MCP, it is assumed no follow‐up
NAC will be required, but limited assistance can be provided at Caltrans’ request.
o Records Search
Based on the previous five Supplemental HPSRs for MCP, it is anticipated that no
records search update is required.
o Field Survey
LSA will complete an archaeological field survey of the areas added to the APE.
Based upon available data, it is anticipated that findings will be negative for
archaeology (i.e., no resources will be identified within the expanded APE which
require recordation and evaluation). In the event resources are identified in the
expanded APE that require documentation and evaluation, a contract modification
will be required, and a schedule adjustment may also be necessary.
o Archaeological Survey Report (ASR)
LSA will prepare an ASR that details the results of the archaeological field survey.
o Historic Resources Evaluation Report (HRER)
Based upon available data, it is assumed no built environment resources requiring
evaluation will be identified within the areas added to the APE and no HRER will be
necessary.
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o Supplementary Historic Property Survey Report (SHPSR)
LSA will prepare a SHPSR, the cover document for all cultural reports that are
required. This report will summarize the revisions to the project engineering and all
other results of the study.
Bat Habitat Assessment and Nighttime Emergence Surveys (LSA Task 6.3)
o Daytime bat habitat assessments will be conducted at culvert locations and large
rock/boulder outcroppings along the corridor.
o Follow‐up nighttime emergence surveys will be conducted during the maternity season (May
1‐August 31) in 2022 at locations containing suitable bat habitat to ascertain whether
maternity colonies are present.
o During 35% design, a single (1) memorandum documenting the results of the habitat
assessment and any required nighttime emergence surveys will be prepared. The
memorandum report will also include an assessment of the proposed project’s effect on
continued use of the culvert structures or rock outcrops by bats, as well as
recommendations for specific mitigation, avoidance, and/or minimization measures to
minimize potential adverse effects to bats.
Environmental Commitments Record (LSA Task 7.1)
o If revisions to the avoidance, minimization, and/or mitigation measures from the Final
EIR/EIS are required as part of the regulatory permitting process, then LSA will develop an
updated Environmental Commitment Record (ECR) during 100% design.
o The ECR would be updated to include additional measures required by three regulatory
agencies (USACE, RWQCB, and CDFW), as specified in the regulatory permits obtained for
the project.
o The ECR would also include any measures specified in the Paleontological Mitigation Plan
and Bat Roosting Habitat and Suitability Assessment.
o During 100% design, LSA will coordinate with Jacobs to ensure that applicable measures in
the ECR, from the approved Final EIR/EIS, are included in the final project plans and
specifications.
Paleontological Mitigation Plan (LSA Task 7.2)
o LSA will prepare a Paleontological Mitigation Plan (PMP) following the guidelines in the
California Department of Transportation (Caltrans) Standard Environmental Reference,
Environmental Handbook Volume 1, Chapter 8 (as available online at the date of this
proposal and last updated 8/11/14); the Society of Vertebrate Paleontology; and industry
best practices. No field work is associated with this task.
o Sections within the PMP will include: an introduction, background information on the
project and previous research, a description of the potential paleontological resource(s), the
proposed scope of monitoring and laboratory work, decision thresholds on when to reduce
or increase monitoring, discussion of the project schedule and duration, a cost estimate to
provide paleontological mitigation with justification, a bibliography of the references cited in
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the report, identification of the curation facility, and appendices for items such as resumes
of key project personnel.
o This scope includes up to three rounds of review and responses to comments from RCTC and
Caltrans District 8.
Task 3.15 Public Outreach (Arellano)
Design Phase:
o Project Meetings and Administration
Participation in project meetings monthly, up to 18 total during Design
o Public Outreach Plan
Draft and Final Public Outreach Plan
o Stakeholder Database
Draft contact database
Maintain and update contact database
o Key Messages
Develop key messages to reflect the current project phase
o Fact Sheet
Draft content for project fact sheet in English and Spanish and update content as
needed (every 6 months, up to 3 total during Design)
o Digital Outreach
Project Website: Draft copy and graphics for webpage updates (quarterly, up to 6
times total during Design
Email Updates: Draft copy and distribution of notices (twice‐annually, up to 3 total
during Design)
Social Media Posts: Draft copy and graphics, including periodic in‐house videos and
Instagram Stories, for Facebook, Twitter, and Instagram posts (up to 54 total, 18 per
platform, during Design)
o Project Briefings
AA will assist with the scheduling and logistics, presentation development, and will
be available to attend and take notes at up to ten (10) Elected Officials/Stakeholder
and Business Briefings.
AA will assist with the scheduling and logistics, agenda development, and will be
available to attend and take notes at up to 12 Monthly Task Force Briefings. The
Task Force Briefings will include City Engineers, County Staff, Emergency
Responders and other stakeholder that need to be involved with any public impact
planning.
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o Community Meetings (Up to 3 Meetings)
AA is prepared to provide support to RCTC for the coordination of up to three public
information meetings. Support activities will include coordination of dates and
times with the project team, organization of facility details (including equipment
and insurance, if applicable), planning task matrix, set‐up and clean‐up, bilingual
staffing, photography, refreshments and preparation of meeting notifications and
summaries. These meetings can easily be switched to a virtual format is requested
by RCTC.
Host up to three (3) community meetings
Provide meeting logistics, notification and documentation for meetings
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Exhibit B B-23
RVPUB\HSHANE\758782.1
MODEL AGREEMENT - EXHIBIT "B"
SCHEDULE OF SERVICES
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ID Task Name Duration Start Finish
1 RCTC - PS&E for the Mid County Parkway Project
Construction Contract No. 3
999 days Wed 9/14/22 Tue 8/11/26
2 Plans, Specifications, and Estimate (PS&E) Design
Phase
539 days Wed 9/14/22 Wed 10/23/24
3 Commission meeting to approve contract award 0 days Wed 9/14/22 Wed 9/14/22
4 Audit 15 days Thu 9/15/22 Wed 10/5/22
5 Notice to Proceed 1 day Thu 10/6/22 Thu 10/6/22
6 PS&E Design 522 days Fri 10/7/22 Wed 10/23/24
7
8 Bid Support 100 days Thu 10/24/24 Tue 3/18/25
9 Board Approval for Release of RFP 1 day Thu 10/24/24 Thu 10/24/24
10 Project Advertise 45 days Fri 10/25/24 Tue 12/31/24
11 Open Bids 3 days Thu 1/2/25 Mon 1/6/25
12 Board Approval of Contractor 50 days Tue 1/7/25 Mon 3/17/25
13 Award for Construction 1 day Tue 3/18/25 Tue 3/18/25
14
15 Construction Support 360 days Wed 3/19/25 Tue 8/11/26
16 Construction Support 360 days Wed 3/19/25 Tue 8/11/26
17 Prepare As-Builts 80 days Wed 2/25/26 Tue 6/16/26
18 Complete Construction 1 day Wed 6/17/26 Wed 6/17/26
Commission meeting to approve contract award
Audit
Notice to Proceed
PS&E Design
Board Approval for Release of RFP
Project Advertise
Open Bids
Board Approval of Contractor
Award for Construction
Construction Support
Prepare As-Builts
Complete Construction
S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J
Half 2, 2022 Half 1, 2023 Half 2, 2023 Half 1, 2024 Half 2, 2024 Half 1, 2025 Half 2, 2025 Half 1, 2026
RCTC - PS&E for the Mid County Parkway Project Construction Contract No. 3
Page 1
Project: RCTC MCP CC #3
Date: Thu 8/4/22
EXHIBIT B - 1
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EXHIBIT “C”
COMPENSATION PROVISIONS
[attached behind this page]
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FIRM PROJECT TASKS/ROLE COST
Jacobs Engineering Group PS&E Lead 9,377,699.80$
Arellano Associates Public Outreach 122,218.06
Coast Surveying Surveying and Mapping 312,795.96
Contech Wildlife Crossing 75,000.00
FPL and Associates Traffic Analysis 226,104.00
LSA Associates Environmental Compliance 396,594.53
Tatsumi and Partners Landscape Architect 71,738.11
VRPA Technologies Traffic Engineering 60,031.73
10,642,182.19$
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
EXHIBIT C - 1
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1
RCTC Agreement No. 23-31-004-00
COOPERATIVE AGREEMENT
BETWEEN
THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AND
THE COUNTY OF RIVERSIDE
THROUGH THE COUNTY OF RIVERSIDE TRANSPORTATION AND LAND
MANAGEMENT AGENCY
FOR THE MID COUNTY PARKWAY PROJECT - CONSTRUCTION CONTRACT 3
This Cooperative Agreement (“Cooperative Agreement”) is made and entered into
this _____ day of _________, 2022 (“Effective Date”) by and between the Riverside
County Transportation Commission (“RCTC”) and the County of Riverside, a political
subdivision of the State of California, through the County of Riverside Transportation and
Land Management Agency (“County”). RCTC and the County are sometimes referred to
herein individually as a “Party”, and collectively as the “Parties”.
RECITALS
WHEREAS, RCTC is undertaking the Mid County Parkway project (“MCP”).
WHEREAS, RCTC, in cooperation with the Federal Highway Administration
(“FHWA”), the California Department of Transportation (“Caltrans”) and the County, as
part of the MCP proposes to build a portion of the project in unincorporated Riverside
County, which is referred to in this Cooperative Agreement as the “Project”.
WHEREAS, the Project will include: addition of one mixed flow lane in each
direction, and a median barrier or raised median, from approximately 0.5 miles east of
Rider Street to Warren Road. The road section of the Project will have a 12-foot median
and five-foot outside paved shoulders, and include traffic signals, drainage facilities, and
wildlife crossings (one overcrossing and minor culvert crossings under the road). The
Project is further described and depicted in Exhibit “A” attached to this Cooperative
Agreement and incorporated herein by reference.
WHEREAS, the Project is sometimes referred to by the Parties as the Mid County
Parkway Project - Construction Contract 3.
WHEREAS, it is the intent of the Parties to enter into this Cooperative Agreement
to establish and coordinate the responsibilities of the Parties with respect to the Project,
establish certain opportunities for cooperation and coordination and set forth various
responsibilities of the Parties all as further set forth herein.
WHEREAS, the Parties acknowledge that RCTC has or shall fully comply with the
California Environmental Quality Act (CEQA) and all other applicable laws, as a
ATTACHMENT 3
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precondition to construction of the Project.
WHEREAS, RCTC intends, pursuant to a public bidding process in accordance
with State law, to select a construction contractor to complete the Project (“Contractor”).
WHEREAS, because the Project, if constructed, may impact County owned and/or
maintained facilities, coordination between the Parties prior to and during construction of
the Project is crucial to provide for mitigation of potential impacts that construction may
have on the County, and to ensure that improvements within the County comply with
applicable standards.
WHEREAS, the Project includes the following components:
• Plans, Specifications, and Estimate (PS&E)
• Right of Way Acquisition and Utility Relocation
• Construction
• Acceptance by the County for Operation and Maintenance of Improvements
within County’s Jurisdiction
NOW THEREFORE, for good and valuable consideration, the receipt of which is
hereby acknowledged, it is mutually understood and agreed by RCTC and the County as
follows:
TERMS
1. Definitions. In addition to the definitions set forth in the recitals above, the following
terms shall have the meanings as set forth below.
1.1 As used in this Cooperative Agreement, the term “County’s Jurisdiction”
shall mean and refer to the areas within the Project limits either owned and/or maintained
by the County. As used herein, the term “County’s Jurisdiction” expressly excludes the
State highway right of way.
1.2 As used in this Cooperative Agreement, the term “County Standards” shall
mean and refer to the County’s standard plans, specifications, policies, guidelines, and
ordinances, design criteria, construction details, and testing/inspection requirements, and
amendments and supplements thereto, for work within the County’s Jurisdiction,
approved by the County and in effect prior approval of the 60% complete PS&E package.
2. Term. This Cooperative Agreement shall be effective as of the Effective Date, and
shall continue in effect until the Project is accepted by the County as referenced in
Sections 4.16 and 5.6, unless otherwise terminated as specified in this Cooperative
Agreement (“Term”).
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3. Agreement to Cooperate. The Parties agree to mutually cooperate in order to help
ensure that the Project is successfully completed with minimum impact to both Parties,
and the public, and the County commits to support the Project.
4. Obligations of the County. To the best of County’s ability, and if consistent with all
applicable local, state and federal laws and regulations, the County agrees as follows:
4.1 The County shall provide a County oversight engineer to oversee the work
during plan preparation and construction, at its own cost.
4.2 The County shall timely review design plans for the Project, and provide any
approvals or comments within thirty (30) days of receipt of the plans. If the County fails
to provide any comments or its approval within said time period, RCTC shall provide
notice to the Transportation Director of the County that the design plans shall be deemed
approved by the County if no comments are received within an additional fifteen (15)
days.
4.3 The County will be provided an opportunity to be involved in the process of
selecting Project consultants in compliance with all applicable local, state and federal
laws.
4.4 The County shall not directly or indirectly encourage any third parties to
object, oppose, delay, frustrate, or disrupt the full and complete design, analysis,
consideration, potential approval, or implementation of the Project. Such obligation shall
extend both to RCTC’s processes regarding the Project, but also to any other federal,
state, or local review or permitting processes.
4.5 The County shall not request any mitigation measures, conditions or
exactions that are disproportionate to the Project impacts or that lack a nexus to the
Project impacts, as reasonably determined by RCTC.
4.6 The County shall not take any action with the intent or effect of
unnecessarily impacting the timely implementation of the Project by RCTC.
4.7 The County shall timely process the required encroachment permits to
cover the Contractor’s work on the Project within the County right of way. Encroachment
permits shall be processed in no more than five (5) working days after receipt of a
complete encroachment permit application from Contractor. The County shall not issue
any encroachment permits to any other contractors if the proposed work thereunder has
the potential to delay or impact the Project, without first coordinating the same with the
Contractor and RCTC. All required encroachment permits to be issued by County shall
be issued in the name of RCTC.
4.8 The County shall permit ingress to and egress from the Project from County-
maintained roads.
The County shall have appropriate representatives regularly attend meetings of
the Contractor’s task forces formed for public information, traffic management and
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detours, local street construction, and related construction work impacting the County,
and shall provide input at such meetings related to Project work that may impact County
residents.
4.9 The County shall waive any and all charges and fees related to plan review
and inspections for the Project.
4.10 The County shall waive any street trenching restrictions/moratoriums
currently in place within the County limits as respect to the Project work, and shall waive
any other local requirements that prohibit or interfere with construction of the Project.
4.11 The County shall timely, so as not to delay the Project, review, approve, and
execute any necessary agreements or amendments to agreements with RCTC, Caltrans
and/or the Contractor related to the Project work or any Project facilities within the
County’s Jurisdiction.
4.12 The County shall relocate any County-owned utility that interferes with the
Project.
4.13 The County shall not approve, without advance written notification to and
consultation with RCTC, any land use plans, new projects or developments within its
jurisdiction that are inconsistent with, may impact or that interfere with the Project.
4.14 The County shall not allow any encroachment within the County’s right of
way if such encroachment may interfere with the Project or the Project construction,
without first coordinating the same with the Contractor and RCTC.
4.15 The County shall install, maintain, operate, and repair its facilities in a
manner which avoids or minimizes, to the extent possible and reasonable, any impact to
the Project.
4.16 Following completion of the Project work within the County’s Jurisdiction
and prior to final acceptance thereof, the County shall timely review and provide approval
of the work or identify any punch list work within fifteen (15) days from the written request
for the final inspection. The County shall assume responsibility of the Project facilities
completed within the County’s Jurisdiction upon acceptance of the work, and shall be
solely responsible and liable for the operation, maintenance and use of, including all
subsequent public use of, the Project, at no cost or expense to RCTC.
4.17 The County will make its best efforts to perform all obligations of the County
related to the Project in such a manner as to allow the Project to progress as scheduled.
4.18 The County shall contribute one million dollars of local funds to RCTC
within 30 days of the execution of this Cooperative Agreement, for the performance of
preliminary right-of-way and utility investigations, public outreach, and design efforts. Any
unused funds will be refunded to the County.
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5. Obligations of RCTC
5.1 RCTC shall be responsible for providing all services to complete the Project,
or as reasonably necessary for Project completion. RCTC shall be responsible for the
process of selecting Project consultants and the Contractor in compliance with all
applicable local, state and federal laws. RCTC shall be responsible for obtaining all
applicable environmental clearances and permits necessary to complete the Project, and
for acquiring all right of way as further detailed in Article 6.
5.2 RCTC shall incorporate the County Standards for work within the County’s
Jurisdiction into the design, and shall require that improvements within the County’s
Jurisdiction be completed pursuant to such standards.
5.3 RCTC shall provide the County an opportunity to review and approve all
design documents for the Project.
5.4 RCTC shall provide the County an opportunity to inspect the Project work
during construction.
5.5 In the event the County and RCTC are in disagreement with a design
standard or construction method, County’s standards shall prevail for work within the
County’s Jurisdiction.
5.6 As between RCTC and the County, RCTC and its consultants shall be
responsible for construction inspection of the Project work to ensure conformance with
the construction contract. RCTC shall allow County staff access to the Project site, upon
reasonable notice, to perform observation of any Project improvements. County
inspectors shall communicate any construction deficiencies during construction, including
a final punch list, to RCTC for completion. County has the final authority to accept the
improvements.
5.7 RCTC shall assign all warranties for the Contractor work to the County upon
County’s acceptance of the Project.
5.8 RCTC shall require its Contractor to obtain all required permits and
approvals for all Project work including encroachment permits from County for
construction of any Project work within the County’s Jurisdiction.
5.9 RCTC shall include, in its contract with the Contractor, a requirement that
the Contractor include the County as an additional insured and as an indemnified party
under said agreement.
5.10 As between the RCTC and the County, RCTC shall be responsible for
design, reviews, approvals, and inspection of the Project work within the County’s
Jurisdiction to ensure conformance with the County Standards during completion of the
Project design, selection of the Contractor, and during Project construction and
maintenance periods.
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5.11 Except in the case of an unforeseen circumstance, RCTC shall require its
Contractor to provide at least a fifteen (15) day notification to County prior to any full or
partial closure of any streets within County’s Jurisdiction exceeding one (1) day in
duration. Short term closures less than one (1) day in duration shall require forty eight
(48) hours prior notice.
5.12 RCTC will institute a public outreach campaign to keep emergency
responders, School District transportation departments, transit operators, the residents of
the County and the general public apprised of the Project work, and any street closures
and other impacts to use of the County right of way that may result from the Project. In
addition, RCTC shall develop and maintain a written Emergency Response plan that
includes emergency contact information for RCTC’s Contractor, County of Riverside, City
of Perris, emergency responders and Contractor personnel that would be expected to
respond to an emergency situation.
5.13 RCTC shall provide as-built plans for Project work within County’s
Jurisdiction within 120 days of Notice of Completion.
6. RCTC Right of Way Obligations.
6.1 RCTC is responsible for all right of way work for the Project except as
expressly set forth in this Cooperative Agreement.
6.2 RCTC will make all necessary arrangements with utility owners for the
timely accommodation, protection, relocation, or removal of any existing utility facilities
that conflict with construction of the Project or that violate County’s encroachment policy.
6.3 RCTC will provide County a copy of conflict maps, relocation plans,
proposed notices to owner, reports of investigation, and utility agreements (if applicable)
for County’s concurrence prior to issuing the notices to owner and executing the utility
agreement. All utility conflicts will be fully addressed prior to Right-of-Way Certification
and all arrangements for the protection, relocation, or removal of all conflicting facilities
will be completed prior to construction contract award and included in the Project plans,
specifications, and estimate.
6.4 RCTC will provide a land surveyor licensed in the State of California to be
responsible for surveying and right-of-way engineering. All survey and right-of-way
engineering documents will bear the professional seal, certificate number, registration
classification, expiration date of certificate, and signature of the responsible surveyor.
6.5 Acquisition of right-of-way will not occur prior to the approval of the
environmental document without written approval from the CEQA lead agency for the
Project.
6.6 RCTC will utilize a properly licensed consultant for all right-of-way activities.
RCTC shall provide the County with copies of appraisal reports and acquisition
documents upon request. RCTC will submit a draft Right-of-Way Certification to County
prior to the scheduled Right-of-Way Certification milestone date for review. RCTC will
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submit a final Right-of-Way Certification to the County for approval prior to the advertising
the construction contract. Physical and legal possession of the right-of-way must be
completed prior to advertising the construction contract, unless Parties mutually agree to
other arrangements in writing.
6.7 RCTC shall be the lead agency on eminent domain activities, if required for
the Project.
6.8 Title to any property to be transferred to County by RCTC shall be free of
all encumbrances and liens, except as to those items which County agrees are not in
conflict with use of the property for roadway purposes. Upon acceptance, RCTC will
provide County with a policy of title insurance in County’s name.
7. Dispute Resolution; Legal Disputes. Unless otherwise specified herein, the Parties
shall comply with the following procedure in the case of a dispute, claim or controversy
arising under or in relation to this Cooperative Agreement.
7.1 Submission to RCTC Executive Director and Transportation Director. The
dispute shall be referred for negotiation to the RCTC Executive Director and the Director
of the County Transportation Department (“Transportation Director”). The RCTC
Executive Director and the Transportation Director agree to undertake good faith attempts
to resolve said dispute, claim or controversy within ten (10) calendar days after the receipt
of written notice from the Party alleging that a dispute, claim or controversy exists. The
Parties additionally agree to cooperate with the other Party in scheduling negotiation
sessions. However, if said matter is not resolved within thirty (30) calendar days after
conducting the first negotiating session, either Party may then request that the matter be
submitted to further dispute resolution procedures, as may be agreed upon by the Parties.
7.2 If a matter is not resolved within thirty (30) calendar days after the first
negotiating session between the Executive Director and the Transportation Director,
unless otherwise agreed upon in writing by the Parties, either Party may proceed with any
other remedy available in law or in equity.
7.3 To the extent legally permissible, the Parties agree not to take any action
related to the dispute that would negatively impact the Project until the dispute resolution
process is completed.
8. Specific Performance.
8.1 The Parties agree that irreparable damage would occur in the event that
any of the provisions of this Cooperative Agreement were not performed in accordance
with their specific terms or were otherwise breached. Accordingly, each of the Parties, in
addition to any other available remedy in law or in equity, shall be entitled to specific
performance of the terms hereof, including the issuance of an injunction or injunctions as
a remedy for any such breach, to prevent breaches of this Cooperative Agreement and
to enforce specifically the terms and provisions of this Cooperative Agreement, this being
in addition to any other remedy to which they are entitled at law or in equity. Each of the
Parties further hereby waives (a) any defense in any action for specific performance that
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a remedy at law would be adequate and (b) any requirement under any law to post
security as a prerequisite to obtaining equitable relief. Notwithstanding anything to the
contrary contained in this Cooperative Agreement, should RCTC seek County’s specific
performance, County shall not have to reimburse RCTC pursuant to Section 16 of this
Cooperative Agreement. Should County have to reimburse RCTC pursuant to Section
16 of this Cooperative Agreement, RCTC shall not be entitled to County’s specific
performance.
8.2 Prior to either Party instituting an action for specific performance, the
Parties shall comply with the dispute resolution process set forth above in Section 7.1.
9. Indemnification.
9.1 RCTC shall indemnify, defend and hold the County, its directors, officials,
officers, employees, agents, consultants and contractors free and harmless from any and
all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or
injuries, in law or in equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any negligent acts, omissions or breach of law, or willful
misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors
in the performance of RCTC’s obligations under this Cooperative Agreement, including
the payment of all reasonable attorneys’ fees.
9.2 The County shall indemnify, defend and hold RCTC, its directors, officials,
officers, employees, agents, consultants and contractors free and harmless from any and
all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or
injuries, in law or in equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any negligent acts, omissions or breach of law, or willful
misconduct of the County, its officials, officers, employees, agents, consultants or
contractors in the performance of the County’s obligations under this Cooperative
Agreement, including the payment of all reasonable attorneys’ fees.
9.3 The indemnification provisions set forth in this Section 9 shall survive any
expiration or termination of this Cooperative Agreement.
10. Disclaimer. In no event shall either Party be responsible or liable for the quality,
suitability, operability or condition of any design or construction by the Project consultants
or the Contractor, as applicable, and the Parties expressly disclaim any and all express
or implied representations or warranties with respect thereto, including any warranties of
suitability or fitness for use.
11. Force Majeure. The failure of performance by either Party (except for payment
obligations) hereunder shall not be deemed to be a default where delays or defaults are
due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties;
acts of God; acts of the public enemy; pandemics; epidemics; quarantine restrictions;
freight embargoes; lack of transportation; governmental restrictions; laws or regulations
that govern either Party; unusually severe weather; inability to secure necessary labor,
materials or tools; delays of any contractor, subcontractor, railroad, or suppliers; acts of
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the other Party; acts or failure to act of any other public or governmental agency or entity
(other than that acts or failure to act of the Parties); or any other causes beyond the control
or without the fault of the Party claiming an extension of time to perform or relief from
default. An extension of time for any such cause shall be for the period of the enforced
delay and shall commence to run from the time of the commencement of the cause, if
notice by the Party claiming such extension is sent to the other Party within thirty (30)
days of the commencement of the cause. Times of performance under this Cooperative
Agreement may also be extended in writing by mutual agreement between the Parties.
12. Amendments. This Cooperative Agreement may be amended at any time by the
mutual consent of the Parties by an instrument in writing; however, no amendments or
other modifications of this Cooperative Agreement shall be binding unless executed in
writing by both Parties hereto, or their respective successors or assigns.
13. Assignment of Cooperative Agreement. Neither Party may assign or transfer its
respective rights or obligations under this Cooperative Agreement without the express
written consent of the other Party. Any purported assignment or transfer by one Party
without the express written consent of the other Party shall be null and void and of no
force or effect.
14. Waiver. No delay or omission in the exercise of any right or remedy of a non-
defaulting Party on any default shall impair such right or remedy or be construed as a
waiver. No consent or approval of either Party shall be deemed to waive or render
unnecessary such Party’s consent to or approval of any subsequent act of the other Party.
Any waiver by either Party of any default must be in writing and shall not be a waiver of
any other default concerning the same or any other provision of this Cooperative
Agreement.
15. Severability. In the event that any one or more of the phrases, sentences, clauses,
paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid
or unenforceable by valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining phrases, sentences,
clauses, paragraphs, or sections of this Cooperative Agreement, which shall be
interpreted to carry out the intent of the Parties hereunder.
16. Termination; Repayment Obligation.
16.1 Both RCTC and the County shall have the right at any time, to terminate
this Cooperative Agreement, by giving thirty (30) calendar days written notice to the other
Party, specifying the date of termination. Notwithstanding the foregoing, following
commencement of construction of the Project, the County may only terminate this
Cooperative Agreement for a material breach by RCTC of this Cooperative Agreement,
after providing RCTC notice of such breach, and reasonable opportunity to cure.
16.2 If the County refuses to issue permits for construction of the Project, or
otherwise fails to support the Project or takes any action in violation of the terms of this
Cooperative Agreement that impedes the ability of the Project to proceed as planned,
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unless County terminates the Cooperative Agreement pursuant to Section 16.1 above,
RCTC may terminate this Cooperative Agreement for cause, after providing the County
notice of such breach and a reasonable opportunity to cure, and the County shall
reimburse RCTC for the Project costs expended following the Effective Date of this
Cooperative Agreement through the effective date of termination. In such case, the
Parties shall enter into good faith negotiations to establish a reasonable repayment
schedule and repayment mechanism. Repayment shall include interest at the legal rate
for judgments. Prior to RCTC’s termination for cause pursuant to this section, the Parties
shall be required to undertake the dispute resolution process described in Section 7
above and RCTC shall be required to provide County with a cost estimate for the Project
costs expended following the Effective Date of this Cooperative Agreement through the
proposed effective date of termination. Upon repayment by County to RCTC in
accordance with this section, all Project documents, Project improvements, Project
warranties, title to property for the Project, and any other deliverables or work paid by
RCTC for the Project prior to the date of termination and re-paid by County shall become
the sole property of County.
16.3 The repayment obligation set forth in this Section 16 shall survive any
expiration or termination of this Cooperative Agreement.
17. Survival. All rights and obligations hereunder that by their nature are to continue
after any expiration or termination of this Cooperative Agreement, shall survive any such
expiration or termination.
18. Third Party Beneficiaries. There are no third-party beneficiaries to this Cooperative
Agreement.
19. Relationship of the Parties. RCTC is, for purposes relating to this Cooperative
Agreement, an independent contractor of County and shall not be deemed an employee
of County. It is expressly understood and agreed that RCTC (including its employees,
agents, and subcontractors) shall in no event be entitled to any benefits to which County
employees are entitled, including, but not limited to overtime, any retirement benefits,
worker’s compensation benefits, and injury leave or other leave benefits. There shall be
no employer-employee relationship between the Parties and RCTC shall hold County
harmless from any and all claims that may be made against County based upon any
contention by a third party that an employer-employee relationship exists by reason of
this Cooperative Agreement.
20. Delivery of Notices. All notices permitted or required under this Cooperative
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:
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COUNTY: COMMISSION:
Riverside Transportation and Riverside County
Land Management Agency Transportation Commission
4080 Lemon Street, 8th Floor 4080 Lemon Street, 3rd Floor
Riverside, CA 92501 Riverside, CA 92501
Attn: Director of Transportation Attn: Executive Director
Such notice shall be deemed made when personally delivered, electronically delivered to
the Directors above provided that receipt of such electronic delivery is confirmed to the
sending Party by the receiving Party, 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.
21. Incorporation of Recitals. The recitals set forth above are true and correct and are
incorporated into this Cooperative Agreement as though fully set forth herein.
22. Entire Agreement. This Cooperative Agreement contains the entire agreement of
the Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings. All provisions of this Cooperative Agreement shall be
interpreted and implemented in a manner consistent with all applicable laws and
regulations that govern the Parties.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
TO
COOPERATIVE AGREEMENT NO. 22-31-045-00
IN WITNESS WHEREOF, the Parties hereto have executed this Cooperative
Agreement on the date first herein above written.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Anne Mayer, Executive Director
Approved as to Form:
By: _________________________
Best Best & Krieger LLP
General Counsel
COUNTY OF RIVERSIDE
THROUGH THE COUNTY OF
RIVERSIDE TRANSPORTATION AND
LAND MANAGEMENT AGENCY
Approved by the
BOARD OF SUPERVISORS
By:
JEFF HEWITT
Chairman of the Board
Recommended for Approval:
By:
MARK LANCASTER
Director of Transportation
ATTEST:
KECIA R. HARPER
Clerk of the Board
By:
Deputy
(SEAL)
Approved as to Form:
County Counsel
By:
DANIELLE MALAND
Deputy County Counsel
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EXHIBIT “A”
The proposed Mid County Parkway (MCP) package 3 Project will construct one mix
flow lane in the eastbound and westbound directions from 0.5 miles east of Rider Street
to Warren Road. The design will include one of the two ultimate MCP bridges over the
San Jacinto River,which will accommodate the eastbound lanes, but the consultant may
break up the PS&E into two parts so that the roadway can be widened on each side of
the bridge under one construction contract and the bridge itself (with approaching
roadway) constructed with another construction contract, so that the each part can be
funded more easily. Also included will be traffic signals, drainage facilities, and wildlife
crossings and associated work.
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Endowment Management Agreement
By and Between
Riverside County Transportation Commission and
Rivers & Lands Conservancy
This Endowment Management Agreement (“Agreement”) is entered into by and between
Riverside County Transportation Commission (“Grantor”), and Rivers & Lands Conservancy, a
California non-profit corporation (“RLC” or “Endowment Holder”) (together, the “Parties,” and
individually a “Party”), for the creation and management of an Endowment Fund (“Fund”) as of
the “Effective Date” as hereinafter defined.
WHEREAS, this Agreement is necessitated by the terms and conditions required in the
following state agency permit, sometimes referred to herein as the “Agency Permit” and included
as Exhibit A:
1.California Department of Fish and Wildlife (“Department”) Section 1602 Streambed
Alteration Agreement No. 1600-2018-0195-R6 Revision 2 (the “Section 1602 SAA”) and
WHEREAS, to satisfy requirements of the Agency Permit, Grantor will grant, concurrent
with the execution of this Agreement, to RLC a perpetual conservation easement (“Conservation
Easement”) over certain real property consisting of approximately 8.43 acres in the County of
Riverside, State of California, which is legally described on Exhibit “B.” and depicted on Exhibit
“C”, attached hereto and incorporated by this reference (the “Property”), and which is found on
portions of Assessor Parcel Numbers 413-380-013, 413-380-005, and 413-380-004 to provide
mitigation for impacts of Grantor’s Mid-County Parkway Project (the “Project”);
WHEREAS, the Conservation Easement obligates RLC to monitor for compliance with
the Conservation Easement and to undertake certain in-perpetuity, ongoing obligations with
respect to the Property all as specifically described in the Conservation Easement (the “Land
Management Activities”), excluding any and all of Grantor’s non-transferable obligations for
construction, maintenance and monitoring of the Property, which are also described in the
Conservation Easement;
WHEREAS, the Agency Permit and the Conservation Easement require Grantor to
establish a long-term financing or funding mechanism to provide ongoing payment for Land
Management Activities on the Property;
WHEREAS, the property analysis record or equivalent analysis for the Property created
by RLC (the “Endowment Assessment”) calculated the amount of money (the “Endowment
Amount”) necessary to provide a source of perpetual funding for the Land Management Activities.
The Endowment Assessment is attached as Exhibit “D” and incorporated herein by reference;
WHEREAS, the Parties intend that RLC will perform the Land Management Activities on
the Property in accordance with the Endowment Assessment, using funds provided by Grantor in
accordance with the terms of this Agreement; and
ATTACHMENT 4
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NOW, THEREFORE, in consideration of the mutual promises made herein, and for other
and further consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
I. PURPOSES
1. The purpose of this Agreement is to establish a non-wasting endowment account
(“Endowment Account”) with an “Account Holder,” as hereinafter defined, of the Parties’
mutual agreement into which funds equivalent to the Endowment Amount shall be deposited
(“Endowment Deposit”) and to set forth the Parties’ respective responsibilities with respect to the
Endowment Amount to be held in the Endowment Account.
2. To the extent the funds are subject to the Uniform Prudent Management of Institutional
Funds Act (Cal. Probate Code, section 18501, et seq.) (“UPMIFA”), this Agreement is the record
under which the funds are transferred to, and held by, Endowment Holder, and as such shall be
considered the “gift instrument” for purposes of UPMIFA. This Agreement shall be deemed in all
respects to set forth the Parties’ intent as to the uses, benefits, purposes, and duration of the
Endowment Account.
3. As described more fully herein, the Endowment Holder will be responsible to ensure that
monies deposited in the Endowment Account will be invested and managed in accordance with
this Agreement to achieve the objectives set forth in this Agreement. The Endowment Account
will be managed as a long-term investment intended to exist indefinitely and fund necessary costs
of the Land Management Activities, as hereinafter defined, which are required by the Agency
Permit and the Conservation Easement and will be invested accordingly in a diversified investment
portfolio in accordance with the endowment investment policy attached to this Agreement as
Exhibit “E”, and incorporated herein by reference, which may be amended from time-to-time by
Endowment Holder.
4. The use of the Endowment Account will be limited by the amount of money available in
the Endowment Account at any given time, and by the stated purposes as described in this
Agreement. Endowment Account interest earnings beyond those necessary to provide for growth
of the Endowment Account commensurate with inflation may be used by the RLC to fund annual
Land Management Activities on Property. In the event Endowment Holder becomes aware of a
conflict between the direction provided by this Agreement or any of the Exhibits attached hereto,
Endowment Holder shall notify and confer with Grantor to resolve the issue to the mutual
satisfaction of the Parties.
II. DEFINITIONS
1. “Account Holder” or “Account Holders” shall mean respectively one or more financial
institution(s) that is a member of the Federal Deposit Insurance Corporation (“FDIC”) or
Securities Investor Protection Corporation (“SIPC”) or any successor organization to the FDIC or
SIPC.
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2. “Agency” shall mean the Department.
3. “Agreement” shall mean this Endowment Management Agreement entered into between
Grantor and RLC, establishing the terms and conditions pursuant to which the Endowment Holder
will accept custody of, and manage the Endowment Funds and disperse funds.
4. “Effective Date” shall mean the date of the signature of the second Party to sign this
Agreement.
5. “Endowment Account” is a sum of money in a long term stewardship account, held in trust
in a fund designated by Endowment Holder. The Endowment Account is to be maintained and
managed in perpetuity in strict accordance with Government Code sections 65965-69568, Probate
Code sections 18501-18510, and this Agreement to generate earnings and appreciation in value
for use in funding Land Management Activities. The Endowment Account shall comprise the
Endowment Amount and all interest, dividends, gains, other earnings, additions and appreciation
thereon, as well as any additions thereto.
6. “Endowment Amount” shall mean Four Hundred Twenty Six Thousand and Four Hundred
and Fifty Seven and No/100 Dollars ($426,457.00), which is the amount of money identified in
the Endowment Assessment by RLC as the amount of money that would be necessary to carry out
Land Management Activities, and that is required to be provided by Grantor to the Endowment
Holder to fund the Endowment Account.
7. “Endowment Assessment” shall mean the analysis of the costs of perpetual long-term land
management and maintenance, monitoring, or other activities on the Property, and associated
calculation of the Endowment Amount, required by the Agency Permit. The Endowment
Assessment may be calculated pursuant to property analysis software or otherwise.
8. “Endowment Deposit” is the deposit required to be made by the Grantor to the Endowment
Holder to fund the Endowment Account. The Endowment Deposit received by the Endowment
Holder shall be deposited into the Endowment Account.
9. “Land Management Activities” shall mean those activities which RLC as Grantee under
the Conservation Easement and Endowment Holder of the Endowment Account has agreed to
undertake and which are described the Conservation Easement, and in the Endowment
Assessment.
10. “Party” and “Parties” shall mean respectively Grantor and RLC individually, and Grantor
and RLC together.
11. “Reporting Period” shall mean from January 1 of each calendar year to December 31 of
each calendar year, unless this Agreement is terminated, in which case the final Reporting Period
shall be thirty (30) days prior to the date of termination of this Agreement.
III. ENDOWMENT ACCOUNT ESTABLISHMENT, INVESTMENT, AND
ADMINISTRATION
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1. RLC agrees to establish an Endowment Account with an Account Holder, of the Parties’
mutual agreement, in accordance with this Agreement into which the Endowment Amount shall
be deposited.
2. Grantor shall pay to Endowment Holder the Endowment Amount to fund the Endowment
Account.
3. Concurrently with the execution of this Agreement, Grantor shall pay to RLC Sixty Six
Thousand and One Hundred and Forty One and No/100 Dollars ($66,141.00) (“Initial Financial
Requirement”), which Initial Financial Requirement is for the purpose of reimbursing RLC for
its costs and expenses incurred in connection with its acceptance of the Endowment Amount into
the Endowment Account, and for fulfilling certain of Grantee’s obligations specified in the
Conservation Easement for up to the first three (3) years following the date of this Agreement and
the Conservation Easement. No further assessments or fees are due to RLC for its expenses in
carrying out the obligations in either this Agreement or as provided in the Conservation Easement.
4. Endowment Holder shall invest the monies in the Endowment Account consistent with this
Agreement, including but not limited to this Section III and Section I.4 of this Agreement and
applicable State and Federal laws. Day-to-day investment decisions will be made by RLC based
upon advice with a professional investment advisor of financial institution with which RLC has
established or will establish an investment advisory relationship. RLC may rely on the advice of
any such adviser, and may delegate day-to-day investment decision-making authority, consistent
with applicable State and Federal law, to such adviser with respect to management of the
Endowment Account.
5. For investment purposes only, RLC may commingle any or all of the assets of the
Endowment Account with other funds held or managed by RLC that are subject to similar
investment purposes and restrictions. The intent of such actions is to allow RLC to pool funds
subject to similar investment purposes and restrictions for collective management, such that all
participating funds may benefit from efficiencies of scale. Any funds from the Endowment
Account commingled in this manner shall at all times remain subject to applicable State law,
consistent with UPMIFA or any applicable successor to such law.
6. To the extent sufficient funds exist, a portion of the interest and earnings on the Endowment
Amount balance shall be reinvested by Endowment Holder into the Endowment Account to
provide for growth of the Endowment Account commensurate with inflation using the annual
Consumer Price Index (CPI) data that is published every February by the California Department
of Industrial Relations, Division of Labor Statistics and Research, for all urban consumers. Any
Endowment Account revenues (including earnings and interest) remaining after the Endowment
Account is adjusted for inflation that exceeds the anticipated annual long term management
expenses of the Property are to be retained in the Endowment Account by the Endowment Holder
and may be used by the RLC to fund unexpected expenses.
7. Grantor acknowledges that Grantee’s Board of Directors has established an hourly billing
rate for Grantee’s staff, which rate is subject to adjustment from time-to-time by the Board; such
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RCTC Agreement No. 23-31-005-00
5
hourly billing rate is used by Grantee to calculate the amount to be paid to Grantee from the
Earnings (as hereinafter defined), for fulfilling its obligations hereunder.
IV. RECORDS, REPORTING PROCEDURES AND AUDIT
1. Endowment Holder shall prepare an annual funding report (“Annual Funding Report”)
for each calendar year this Agreement is in effect.
2. Pursuant to California Government Code Section 65966(e), the Annual Funding Report
shall describe in reasonable detail and shall include at a minimum the following information:
(a) The balance of the Endowment Account at the beginning of the Reporting Period;
(b) The amount of the Endowment Account balance reinvested by Endowment Holder
into the Endowment Account to provide for growth of the Endowment Account
commensurate with inflation (CPI calculation shall be provided);
(c) The net amounts of investment earnings, gains, and losses during the Reporting
Period including both realized and unrealized amounts;
(d) The administrative expenses charged to the Endowment Account from internal or
third-party sources during the Reporting Period;
(e) Detail all expenses incurred by or on behalf of Endowment Holder for Land
Management Activities, including adaptive management, performed during the
Reporting Period;
(f) Describe any discrepancy between the Land Management Activities expected to be
performed during the Reporting Period in accordance with the Conservation
Easement, and the Endowment Assessment and the Land Management Activities
actually performed during the Reporting Period;
(g) Describe any discrepancy between the costs of the Land Management Activities as
modeled in the Endowment Assessment and the costs of the Land Management
Activities actually performed during the Reporting Period;
(h) The balance of the Endowment Account at the end of the Reporting Period;
(i) The specific asset allocation percentages including, but not limited to, cash, fixed
income, equities, and alternative investments; and
(j) The most recent financial statements for the Endowment Holder audited by an
independent auditor who is, at a minimum, a certified public accountant.
3. Endowment Holder agrees that in preparing the Annual Funding Report and in maintaining
its own records relevant to the Endowment Account, that it shall use accounting standards
promulgated by the Financial Accounting Standards Board or any other successor entity.
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6
4. Copies of the Annual Funding Report shall also be submitted to the
Agencies upon request.
5. Endowment Holder agrees that Grantor shall have the right to review and to copy any
records and supporting documentation pertaining to the Endowment Account. Endowment Holder
agrees to maintain such records for possible audit by Grantor for a minimum of three (3) years
following the relevant calendar year, unless a longer period of records retention is stipulated.
Endowment Holder agrees to allow the Grantor or its designated representative access to such
records during normal business hours and to allow interviews of any employees who might
reasonably have information related to such records.
V. LIMITATIONS ON ENDOWMENT HOLDER’S LIABILITY
RLC shall not be liable to Grantor or other persons for losses arising from investments pursuant to
this Agreement. RLC shall maintain reasonable and customary supervision and employment
policies for its employees, but shall be liable for the acts of its employees only to the extent of a
breach of the RLC’s obligations under this Agreement by such employees when they are acting
within the course and scope of their employment. RLC shall have no obligation to expend any
monies satisfying its obligations under the Conservation Easement, other than the revenues earned
on the Endowment Account.
VI. FIDUCIARY OBLIGATIONS OF ENDOWMENT HOLDER
1. Endowment Holder shall make no disbursement or obligation of funds in the Endowment
Account except in strict accordance with the provisions of this Agreement.
2. Endowment Holder shall have a duty of loyalty to Grantor with respect to the Endowment
Account, and shall not use or borrow against funds in the Endowment Account for its own benefit.
3. In carrying out its obligations under this Agreement, Endowment Holder shall apply the
following principles of fiduciary without exception:
(a) There shall be no commingling of the Endowment Account with other funds. Funds
may be pooled for investment management purposes only in accordance with Section III.4;
(b) Endowment Holder shall have a duty of loyalty and shall not use the Endowment
funds for its own personal benefit;
(c) Endowment Holder shall act as a prudent investor of the Endowment funds;
(d) Endowment Holder shall not delegate the responsibility for managing the funds to
a third party, but may delegate authority to invest the funds with Endowment Holder’s oversight;
and
(e) Endowment Holder shall act with prudence when delegating authority and in the
selection of agents.
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4. RLC, as “Endowment Holder” certifies that it meets all of the requirements set forth in this
Section. The certification of RLC required by California Government Code section 65968(e) is
attached hereto as Exhibit “H”, and incorporated herein by reference.
VII. TERM AND TERMINATION OF AGREEMENT
1. Term. This Agreement shall be effective from the Effective Date until the date (if any)
that a successor endowment holder pursuant to Section IX.1 becomes obligated to perform the
Land Management Activities, or until termination occurs pursuant to Section VII.2, whichever is
first.
2. Termination. Endowment Holder may, with or without cause, terminate this Agreement
by providing at least one hundred eighty (180) days prior written notice to Grantor or its successor,
and the Agencies. Regardless of the date that notice of termination is provided and the passage of
the intervening one hundred eighty (180) day notice period, termination is not effective unless and
until the Endowment Holder has transferred in an orderly fashion the custody, control or other
power necessary for the investment, management, and administration of all monies in the
Endowment Account together with the transfer of the Conservation Easement to an entity
identified by Endowment Holder and approved in writing by the Agencies. Within ninety (90)
days following delivery of the monies in the Endowment Account to an approved successor,
Endowment Holder shall provide to Grantor with a copy to the Agencies, a final accounting
showing the deposits (including interest accrued thereon) and disbursements of all sums received
pursuant to this Agreement during the Reporting Period, together with such other documents that
the Agencies may reasonably request. Upon delivery of the monies in the Endowment Account to
successor endowment holder and final accounting specified above, Endowment Holder’s
obligations under this Agreement shall cease and terminate.
VIII. CONTACT INFORMATION/COMMUNICATIONS
1. All approvals, notices, reports and other communications required or permitted under this
Agreement shall be in writing and delivered by certified mail personal delivery overnight carrier
that provides evidence of delivery. Each Party agrees to notify the other promptly after any change
in named representative, address, telephone, or other contact information.
2. The individuals named below shall be the representatives of Grantor and the RLC,
respectively, for purposes of this Agreement:
If to Grantor:
Riverside County
Transportation Commission
Attn: Executive Director
4080 Lemon Street, 3rd Floor
If to RLC:
Rivers & Lands Conservancy
6876 Indiana Avenue
Suite J-2
Attn: Executive Director
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Riverside, CA 92501 Riverside, CA 92506
With a copy to:
Gresham Savage Nolan & Tilden
550 E. Hospitality Lane, Suite 300
San Bernardino, CA 92408
Attn: J. Matthew Wilcox
Notice shall be deemed effective upon receipt or rejection only.
IX. MISCELLANEOUS PROVISIONS
1. No Assignment. Neither Party may assign this Agreement, in whole or in part, to any
individual or other legal entity without the prior written approval of the other Party and the prior
written consent of the Agencies.
2. Amendments. This Agreement may be amended only in writing agreed to and signed by
both Parties and with the written concurrence of the Agencies.
3. Severability. If any provision of this Agreement is held to be unlawful or invalid by any
court of law with duly established jurisdiction over this Agreement, the Parties intend that the
remainder of this Agreement shall remain in full force and effect notwithstanding the severance of
the unlawful or invalid provision(s).
4. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be considered an original, but all of which together shall constitute one and the same
instrument.
5. Dispute Resolution. The Parties will cooperate in good faith to achieve the objectives of
this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes
at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then
elevate the dispute to the appropriate officials within their respective organizations. The Parties
may also resolve disputes pursuant to the process outlined in the Conservation Easement.
6. Attorney Fees. In any action to enforce the terms of this Agreement, the Prevailing Party
shall be entitled to recover from the nonprevailing party all reasonable attorneys’ fees and costs.
“Prevailing Party” shall include without limitation a party who dismisses an action in exchange
for sums allegedly due; the party who receives performance from the other party for an alleged
breach of contract or a desired remedy where the performance is substantially equal to the relief
sought in an action; or the party determined to be the prevailing party by a court of law.
7. Independent Capacity. Each of the Parties is acting in its independent capacity in entering
into and carrying out this Agreement and not as an agent, employee, or representative of the other
Party.
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8. Third-Party Rights. This Agreement confers rights and remedies upon the Agencies, as
third party beneficiaries, insofar as this Agreement is intended to carry out the requirements and
obligations set forth in the Agency Permit. No person, other than the Parties or said named third
party beneficiaries, has any rights or remedies under this Agreement. The Parties may not amend
or terminate this Agreement without the prior written consent of the Agencies.
9. Warrant of Authority. Each party to this Agreement warrants to the other that its respective
signatory has fully right and authority to enter into and consummate this Agreement and the
transactions contemplated hereby.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective authorized representatives, intending to be bound legally.
GRANTOR
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:__________________________
Name:_______________________
Title:________________________
Date: ________________________
RIVERS & LANDS CONSERVANCY
RIVERS & LANDS CONSERVANCY, a California non-profit corporation
By:
Name:
Its:
Date:
196
EXHIBIT “A”
EXHIBIT “A”
PERMIT
197
EXHIBIT “B”
EXHIBIT “B”
LEGAL DESCRIPTION
198
EXHIBIT “C”
EXHIBIT “C”
LEGAL DEPICTION
199
EXHIBIT “D”
EXHIBIT “D”
ENDOWMENT ASSESSMENT
200
EXHIBIT “E”
EXHIBIT “E”
ENDOWMENT INVESTMENT
201
EXHIBIT “F”
EXHIBIT “F”
RLC ENDOWMENT CERTIFICATION
202
Conservation Endowment Certification
(Cal. Gov. C. 65968(e))
Pursuant to California Government Code section 65968(e), Rivers & Lands Conservancy, a
California non-profit corporation (“RLC” or “Endowment Holder”) certifies to Riverside County
Transportation Commission (“Permittee”) that it meets all of the following requirements. Unless
otherwise defined herein, all capitalized terms have the meaning given those terms in the
Endowment Management Agreement between RLC and Permittee dated _______________.
1. RLC has the capacity to effectively manage the Endowment Fund;
2. RLC has the capacity to achieve reasonable rates of return on the investment of the
Endowment Fund similar to those of other prudent investors for endowment funds and shall
manage and invest the Endowment Fund in good faith and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances, consistent
with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing
with Section 18501) of Division 9 of the Probate Code) (the “UPMIFA”);
3. RLC utilizes generally accepted accounting practices (GAAP) as promulgated by the
Financial Accounting Standards Board or any successor entity for nonprofit organizations.
4. RLC will be able to ensure that the Endowment Fund is accounted for, and tied to the
Easement Area, and
5. RLC has an investment policy that is consistent with the UPMIFA.
Executed on this _____ day of __________, _______, in Riverside, California.
RIVERS & LANDS CONSERVANCY
By:
Name:
Title: President
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RCTC Agreement No. 23-31-006-00
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Endowment Management Agreement
By and Between
Riverside County Transportation Commission and
Rivers & Lands Conservancy
This Endowment Management Agreement (“Agreement”) is entered into by and between
Riverside County Transportation Commission (“Grantor”), and Rivers & Lands Conservancy, a
California non-profit corporation (“RLC” or “Endowment Holder”) (together, the “Parties,” and
individually a “Party”), for the creation and management of an Endowment Fund (“Fund”) as of
the “Effective Date” as hereinafter defined.
WHEREAS, this Agreement is necessitated by the terms and conditions required in the
following federal and state agency permits, collectively referred to as the “Agency Permits” and
included as Exhibits A-C:
1.California Department of Fish and Wildlife (“Department”) Section 1603 Streambed
Alteration Agreement No. 1600-2018-0195-R6 Revision 2 (the “Section 1603 SAA”) and
WHEREAS, to satisfy requirements of the Agency Permits, Grantor will grant, concurrent
with the execution of this Agreement, to RLC a perpetual conservation easement (“Conservation
Easement”) over certain real property consisting of approximately 13.5 acres in the County of
Riverside, State of California, which is legally described on Exhibit “D.” and depicted on Exhibit
“E”, attached hereto and incorporated by this reference (the “Property”), and which is found on
portions of Assessor Parcel Numbers 426-060-001 and 426-420-001 to provide mitigation for
impacts of Grantor’s Mid-County Parkway Project (the “Project”);
WHEREAS, the Conservation Easement obligates RLC to monitor for compliance with
the Conservation Easement and to undertake certain in-perpetuity, ongoing obligations with
respect to the Property all as specifically described in the Conservation Easement (the “Land
Management Activities”), excluding any and all of Grantor’s non-transferable obligations for
construction, maintenance and monitoring of the Property, which are also described in the
Conservation Easement;
WHEREAS, the Agency Permits and the Conservation Easement require Grantor to
establish a long-term financing or funding mechanism to provide ongoing payment for Land
Management Activities on the Property;
WHEREAS, the property analysis record or equivalent analysis for the Property created
by RLC and approved by ACOE (the “Endowment Assessment”) calculated the amount of money
(the “Endowment Amount”) necessary to provide a source of perpetual funding for the Land
Management Activities. The Endowment Assessment is attached as Exhibit “F” and incorporated
herein by reference;
ATTACHMENT 5
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WHEREAS, the Parties intend that RLC will perform the Land Management Activities on
the Property in accordance with the Endowment Assessment, using funds provided by Grantor in
accordance with the terms of this Agreement; and
NOW, THEREFORE, in consideration of the mutual promises made herein, and for other
and further consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
I. PURPOSES
1. The purpose of this Agreement is to establish a non-wasting endowment account
(“Endowment Account”) with an “Account Holder,” as hereinafter defined, of the Parties’
mutual agreement into which funds equivalent to the Endowment Amount shall be deposited
(“Endowment Deposit”) and to set forth the Parties’ respective responsibilities with respect to the
Endowment Amount to be held in the Endowment Account.
2. To the extent the funds are subject to the Uniform Prudent Management of Institutional
Funds Act (Cal. Probate Code, section 18501, et seq.) (“UPMIFA”), this Agreement is the record
under which the funds are transferred to, and held by, Endowment Holder, and as such shall be
considered the “gift instrument” for purposes of UPMIFA. This Agreement shall be deemed in all
respects to set forth the Parties’ intent as to the uses, benefits, purposes, and duration of the
Endowment Account.
3. As described more fully herein, the Endowment Holder will be responsible to ensure that
monies deposited in the Endowment Account will be invested and managed in accordance with
this Agreement to achieve the objectives set forth in this Agreement. The Endowment Account
will be managed as a long-term investment intended to exist indefinitely and fund necessary costs
of the Land Management Activities, as hereinafter defined, which are required by the Agency
Permits and the Conservation Easement and will be invested accordingly in a diversified
investment portfolio in accordance with the endowment investment policy attached to this
Agreement as Exhibit “G”, and incorporated herein by reference, which may be amended from
time-to-time by Endowment Holder.
4. The use of the Endowment Account will be limited by the amount of money available in
the Endowment Account at any given time, and by the stated purposes as described in this
Agreement. Endowment Account interest earnings beyond those necessary to provide for growth
of the Endowment Account commensurate with inflation may be used by the RLC to fund annual
Land Management Activities on Property. In the event Endowment Holder becomes aware of a
conflict between the direction provided by this Agreement or any of the Exhibits attached hereto,
Endowment Holder shall notify and confer with Grantor to resolve the issue to the mutual
satisfaction of the Parties.
II. DEFINITIONS
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RCTC Agreement No. 23-31-006-00
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1. “Account Holder” or “Account Holders” shall mean respectively one or more financial
institution(s) that is a member of the Federal Deposit Insurance Corporation (“FDIC”) or
Securities Investor Protection Corporation (“SIPC”) or any successor organization to the FDIC or
SIPC.
2. “Agency” or “Agencies” shall mean ACOE, Department and Regional Board.
3. “Agreement” shall mean this Endowment Management Agreement entered into between
Grantor and RLC, establishing the terms and conditions pursuant to which the Endowment Holder
will accept custody of, and manage the Endowment Funds and disperse funds.
4. “Effective Date” shall mean the date of the signature of the second Party to sign this
Agreement.
5. “Endowment Account” is a sum of money in a long term stewardship account, held in trust
in a fund designated by Endowment Holder. The Endowment Account is to be maintained and
managed in perpetuity in strict accordance with Government Code sections 65965-69568, Probate
Code sections 18501-18510, and this Agreement to generate earnings and appreciation in value
for use in funding Land Management Activities. The Endowment Account shall comprise the
Endowment Amount and all interest, dividends, gains, other earnings, additions and appreciation
thereon, as well as any additions thereto.
6. “Endowment Amount” shall mean Four Hundred Forty Thousand Two Hundred and Sixty
and No/100 Dollars ($440,260.00), which is the amount of money identified in the Endowment
Assessment by RLC as the amount of money that would be necessary to carry out Land
Management Activities, and that is required to be provided by Grantor to the Endowment Holder
to fund the Endowment Account.
7. “Endowment Assessment” shall mean the analysis of the costs of perpetual long-term land
management and maintenance, monitoring, or other activities on the Property, and associated
calculation of the Endowment Amount, required by the Agency Permits. The Endowment
Assessment may be calculated pursuant to property analysis software or otherwise.
8. “Endowment Deposit” is the deposit required to be made by the Grantor to the Endowment
Holder to fund the Endowment Account. The Endowment Deposit received by the Endowment
Holder shall be deposited into the Endowment Account.
9. “Land Management Activities” shall mean those activities which RLC as Grantee under
the Conservation Easement and Endowment Holder of the Endowment Account has agreed to
undertake and which are described the Conservation Easement, and in the Endowment
Assessment.
10. “Party” and “Parties” shall mean respectively Grantor and RLC individually, and Grantor
and RLC together.
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4
11. “Reporting Period” shall mean from January 1 of each calendar year to December 31 of
each calendar year, unless this Agreement is terminated, in which case the final Reporting Period
shall be thirty (30) days prior to the date of termination of this Agreement.
III. ENDOWMENT ACCOUNT ESTABLISHMENT, INVESTMENT, AND
ADMINISTRATION
1. RLC agrees to establish an Endowment Account with an Account Holder, of the Parties’
mutual agreement, in accordance with this Agreement into which the Endowment Amount shall
be deposited.
2. Grantor shall pay to Endowment Holder the Endowment Amount to fund the Endowment
Account.
3. Concurrently with the execution of this Agreement, Grantor shall pay to RLC Seventy One
Thousand Eight Hundred and Thirteen and No/100 Dollars ($71,813.00) (“Initial Financial
Requirement”), which Initial Financial Requirement is for the purpose of reimbursing RLC for
its costs and expenses incurred in connection with its acceptance of the Endowment Amount into
the Endowment Account, and for fulfilling certain of Grantee’s obligations specified in the
Conservation Easement for up to the first three (3) years following the date of this Agreement and
the Conservation Easement. No further assessments or fees are due to RLC for its expenses in
carrying out the obligations in either this Agreement or as provided in the Conservation Easement.
4. Endowment Holder shall invest the monies in the Endowment Account consistent with this
Agreement, including but not limited to this Section III and Section I.4 of this Agreement and
applicable State and Federal laws. Day-to-day investment decisions will be made by RLC based
upon advice with a professional investment advisor of financial institution with which RLC has
established or will establish an investment advisory relationship. RLC may rely on the advice of
any such adviser, and may delegate day-to-day investment decision-making authority, consistent
with applicable State and Federal law, to such adviser with respect to management of the
Endowment Account.
5. For investment purposes only, RLC may commingle any or all of the assets of the
Endowment Account with other funds held or managed by RLC that are subject to similar
investment purposes and restrictions. The intent of such actions is to allow RLC to pool funds
subject to similar investment purposes and restrictions for collective management, such that all
participating funds may benefit from efficiencies of scale. Any funds from the Endowment
Account commingled in this manner shall at all times remain subject to applicable State law,
consistent with UPMIFA or any applicable successor to such law.
6. To the extent sufficient funds exist, a portion of the interest and earnings on the Endowment
Amount balance shall be reinvested by Endowment Holder into the Endowment Account to
provide for growth of the Endowment Account commensurate with inflation using the annual
Consumer Price Index (CPI) data that is published every February by the California Department
of Industrial Relations, Division of Labor Statistics and Research, for all urban consumers. Any
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RCTC Agreement No. 23-31-006-00
5
Endowment Account revenues (including earnings and interest) remaining after the Endowment
Account is adjusted for inflation that exceeds the anticipated annual long term management
expenses of the Property are to be retained in the Endowment Account by the Endowment Holder
and may be used by the RLC to fund unexpected expenses.
7. Grantor acknowledges that Grantee’s Board of Directors has established an hourly billing
rate for Grantee’s staff, which rate is subject to adjustment from time-to-time by the Board; such
hourly billing rate is used by Grantee to calculate the amount to be paid to Grantee from the
Earnings (as hereinafter defined), for fulfilling its obligations hereunder.
IV. RECORDS, REPORTING PROCEDURES AND AUDIT
1. Endowment Holder shall prepare an annual funding report (“Annual Funding Report”)
for each calendar year this Agreement is in effect.
2. Pursuant to California Government Code Section 65966(e), the Annual Funding Report
shall describe in reasonable detail and shall include at a minimum the following information:
(a) The balance of the Endowment Account at the beginning of the Reporting Period;
(b) The amount of the Endowment Account balance reinvested by Endowment Holder
into the Endowment Account to provide for growth of the Endowment Account
commensurate with inflation (CPI calculation shall be provided);
(c) The net amounts of investment earnings, gains, and losses during the Reporting
Period including both realized and unrealized amounts;
(d) The administrative expenses charged to the Endowment Account from internal or
third-party sources during the Reporting Period;
(e) Detail all expenses incurred by or on behalf of Endowment Holder for Land
Management Activities, including adaptive management, performed during the
Reporting Period;
(f) Describe any discrepancy between the Land Management Activities expected to be
performed during the Reporting Period in accordance with the Conservation
Easement, and the Endowment Assessment and the Land Management Activities
actually performed during the Reporting Period;
(g) Describe any discrepancy between the costs of the Land Management Activities as
modeled in the Endowment Assessment and the costs of the Land Management
Activities actually performed during the Reporting Period;
(h) The balance of the Endowment Account at the end of the Reporting Period;
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RCTC Agreement No. 23-31-006-00
6
(i) The specific asset allocation percentages including, but not limited to, cash, fixed
income, equities, and alternative investments; and
(j) The most recent financial statements for the Endowment Holder audited by an
independent auditor who is, at a minimum, a certified public accountant.
3. Endowment Holder agrees that in preparing the Annual Funding Report and in maintaining
its own records relevant to the Endowment Account, that it shall use accounting standards
promulgated by the Financial Accounting Standards Board or any other successor entity.
4. Copies of the Annual Funding Report shall also be submitted to the
Agencies upon request.
5. Endowment Holder agrees that Grantor shall have the right to review and to copy any
records and supporting documentation pertaining to the Endowment Account. Endowment Holder
agrees to maintain such records for possible audit by Grantor for a minimum of three (3) years
following the relevant calendar year, unless a longer period of records retention is stipulated.
Endowment Holder agrees to allow the Grantor or its designated representative access to such
records during normal business hours and to allow interviews of any employees who might
reasonably have information related to such records.
V. LIMITATIONS ON ENDOWMENT HOLDER’S LIABILITY
RLC shall not be liable to Grantor or other persons for losses arising from investments pursuant to
this Agreement. RLC shall maintain reasonable and customary supervision and employment
policies for its employees, but shall be liable for the acts of its employees only to the extent of a
breach of the RLC’s obligations under this Agreement by such employees when they are acting
within the course and scope of their employment. RLC shall have no obligation to expend any
monies satisfying its obligations under the Conservation Easement, other than the revenues earned
on the Endowment Account.
VI. FIDUCIARY OBLIGATIONS OF ENDOWMENT HOLDER
1. Endowment Holder shall make no disbursement or obligation of funds in the Endowment
Account except in strict accordance with the provisions of this Agreement.
2. Endowment Holder shall have a duty of loyalty to Grantor with respect to the Endowment
Account, and shall not use or borrow against funds in the Endowment Account for its own benefit.
3. In carrying out its obligations under this Agreement, Endowment Holder shall apply the
following principles of fiduciary without exception:
(a) There shall be no commingling of the Endowment Account with other funds. Funds
may be pooled for investment management purposes only in accordance with Section III.4;
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7
(b) Endowment Holder shall have a duty of loyalty and shall not use the Endowment
funds for its own personal benefit;
(c) Endowment Holder shall act as a prudent investor of the Endowment funds;
(d) Endowment Holder shall not delegate the responsibility for managing the funds to
a third party, but may delegate authority to invest the funds with Endowment Holder’s oversight;
and
(e) Endowment Holder shall act with prudence when delegating authority and in the
selection of agents.
4. RLC, as “Endowment Holder” certifies that it meets all of the requirements set forth in this
Section. The certification of RLC required by California Government Code section 65968(e) is
attached hereto as Exhibit “H”, and incorporated herein by reference.
VII. TERM AND TERMINATION OF AGREEMENT
1. Term. This Agreement shall be effective from the Effective Date until the date (if any)
that a successor endowment holder pursuant to Section IX.1 becomes obligated to perform the
Land Management Activities, or until termination occurs pursuant to Section VII.2, whichever is
first.
2. Termination. Endowment Holder may, with or without cause, terminate this Agreement
by providing at least one hundred eighty (180) days prior written notice to Grantor or its successor,
and the Agencies. Regardless of the date that notice of termination is provided and the passage of
the intervening one hundred eighty (180) day notice period, termination is not effective unless and
until the Endowment Holder has transferred in an orderly fashion the custody, control or other
power necessary for the investment, management, and administration of all monies in the
Endowment Account together with the transfer of the Conservation Easement to an entity
identified by Endowment Holder and approved in writing by the Agencies. Within ninety (90)
days following delivery of the monies in the Endowment Account to an approved successor,
Endowment Holder shall provide to Grantor with a copy to the Agencies, a final accounting
showing the deposits (including interest accrued thereon) and disbursements of all sums received
pursuant to this Agreement during the Reporting Period, together with such other documents that
the Agencies may reasonably request. Upon delivery of the monies in the Endowment Account to
successor endowment holder and final accounting specified above, Endowment Holder’s
obligations under this Agreement shall cease and terminate.
VIII. CONTACT INFORMATION/COMMUNICATIONS
1. All approvals, notices, reports and other communications required or permitted under this
Agreement shall be in writing and delivered by certified mail personal delivery overnight carrier
that provides evidence of delivery. Each Party agrees to notify the other promptly after any change
in named representative, address, telephone, or other contact information.
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2. The individuals named below shall be the representatives of Grantor and the RLC,
respectively, for purposes of this Agreement:
If to Grantor:
Riverside County
Transportation Commission
Attn: Executive Director
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
If to RLC:
Rivers & Lands Conservancy
6876 Indiana Avenue
Suite J-2
Attn: Executive Director
Riverside, CA 92506
With a copy to:
Gresham Savage Nolan & Tilden
550 E. Hospitality Lane, Suite 300
San Bernardino, CA 92408
Attn: J. Matthew Wilcox
Notice shall be deemed effective upon receipt or rejection only.
IX. MISCELLANEOUS PROVISIONS
1. No Assignment. Neither Party may assign this Agreement, in whole or in part, to any
individual or other legal entity without the prior written approval of the other Party and the prior
written consent of the Agencies.
2. Amendments. This Agreement may be amended only in writing agreed to and signed by
both Parties and with the written concurrence of the Agencies.
3. Severability. If any provision of this Agreement is held to be unlawful or invalid by any
court of law with duly established jurisdiction over this Agreement, the Parties intend that the
remainder of this Agreement shall remain in full force and effect notwithstanding the severance of
the unlawful or invalid provision(s).
4. Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be considered an original, but all of which together shall constitute one and the same
instrument.
5. Dispute Resolution. The Parties will cooperate in good faith to achieve the objectives of
this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes
at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then
elevate the dispute to the appropriate officials within their respective organizations. The Parties
may also resolve disputes pursuant to the process outlined in the Conservation Easement.
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6. Attorney Fees. In any action to enforce the terms of this Agreement, the Prevailing Party
shall be entitled to recover from the nonprevailing party all reasonable attorneys’ fees and costs.
“Prevailing Party” shall include without limitation a party who dismisses an action in exchange
for sums allegedly due; the party who receives performance from the other party for an alleged
breach of contract or a desired remedy where the performance is substantially equal to the relief
sought in an action; or the party determined to be the prevailing party by a court of law.
7. Independent Capacity. Each of the Parties is acting in its independent capacity in entering
into and carrying out this Agreement and not as an agent, employee, or representative of the other
Party.
8. Third-Party Rights. This Agreement confers rights and remedies upon the Agencies, as
third party beneficiaries, insofar as this Agreement is intended to carry out the requirements and
obligations set forth in the Agency Permits. No person, other than the Parties or said named third
party beneficiaries, has any rights or remedies under this Agreement. The Parties may not amend
or terminate this Agreement without the prior written consent of the Agencies.
9. Warrant of Authority. Each party to this Agreement warrants to the other that its respective
signatory has fully right and authority to enter into and consummate this Agreement and the
transactions contemplated hereby.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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RCTC Agreement No. 23-31-006-00
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective authorized representatives, intending to be bound legally.
GRANTOR
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:__________________________
Name:_______________________
Title:________________________
Date: ________________________
RIVERS & LANDS CONSERVANCY
RIVERS & LANDS CONSERVANCY, a California non-profit corporation
By:
Name:
Its:
Date:
213
EXHIBIT “A”
EXHIBIT “A”
PERMIT
214
EXHIBIT “B”
EXHIBIT “B”
PERMIT
215
EXHIBIT “C”
EXHIBIT “C”
PERMIT
216
EXHIBIT “D”
EXHIBIT “D”
LEGAL DESCRIPTION
217
EXHIBIT “E”
EXHIBIT “E”
LEGAL DEPICTION
218
EXHIBIT “F”
EXHIBIT “F”
ENDOWMENT ASSESSMENT
219
EXHIBIT “G”
EXHIBIT “G”
ENDOWMENT INVESTMENT
220
EXHIBIT “H”
EXHIBIT “H”
RLC ENDOWMENT CERTIFICATION
221
Conservation Endowment Certification
(Cal. Gov. C. 65968(e))
Pursuant to California Government Code section 65968(e), Rivers & Lands Conservancy, a
California non-profit corporation (“RLC” or “Endowment Holder”) certifies to Riverside County
Transportation Commission (“Permittee”) and the Los Angeles District of the United States Army
Corps of Engineers (“ACOE”) that it meets all of the following requirements. Unless otherwise
defined herein, all capitalized terms have the meaning given those terms in the Endowment
Management Agreement between RLC, Permittee and ACOE dated _______________
1. RLC has the capacity to effectively manage the Endowment Fund;
2. RLC has the capacity to achieve reasonable rates of return on the investment of the
Endowment Fund similar to those of other prudent investors for endowment funds and shall
manage and invest the Endowment Fund in good faith and with the care an ordinarily
prudent person in a like position would exercise under similar circumstances, consistent
with the Uniform Prudent Management of Institutional Funds Act (Part 7 (commencing
with Section 18501) of Division 9 of the Probate Code) (the “UPMIFA”);
3. RLC utilizes generally accepted accounting practices (GAAP) as promulgated by the
Financial Accounting Standards Board or any successor entity for nonprofit organizations.
4. RLC will be able to ensure that the Endowment Fund is accounted for, and tied to the
Easement Area, and
5. RLC has an investment policy that is consistent with the UPMIFA.
Executed on this _____ day of __________, _______, in Riverside, California.
RIVERS & LANDS CONSERVANCY
By:
Name:
Title: President
222
MID COUNTY PARKWAY PROJECT
CONSTRUCTION PACKAGE 3 (MCP3)
Joie Edles Yanez, Capital Projects Manager
1
Initiate Design and Approve Agreements
2
MCP Project Background
•Project Limits: Approximately one mile east of Rider Street to Warren Road along Ramona
Expressway.
•Existing: one lane in both directions
•Proposed:Add two new westbound lanes, restripe existing two lanes to eastbound, install
raised median with delineators, a new bridge over the San Jacinto River, and traffic signals
3
MCP 3 Development
Procurement Process
4
•MCP 2 PS&E RFQ issued on August 5, 2021
•Statement of Qualifications Provided by: HDR & WKE, Jacobs Engineering Group,
Mark Thomas & Company, TranSystems Corporation, T.Y. Lin International
•Evaluation Committee: RCTC, Bechtel and County of Riverside
•Jacobs Engineering, Inc. earned the highest score on written & interview
evaluation
Due to MCP 2 being suspended and MCP 3 being similar in scope and urgency to
address safety issues, RCTC recommends utilizing the selected consultant from the
MCP 2 PS&E Procurement for MCP 3
Final Design Contract
5
•Jacobs Engineering Contract: $10,642,182.21 plus contingency of $2,357,817.79
(22.16%) for a total amount not to exceed of $13,000,000.
•Higher contingency required due to expedited nature of project and unknown
issues that may arise during the design development.
•Price is approximately 9.2% of estimated construction cost of $141 million
•Estimated Schedule: 18 months / October 2022 –April 2024
Agency Agreements
6
County of Riverside (CRTLMA)
Cooperative Agreement
•Final Design & Approval
•Right of Way
•Construction Oversight
•Operations and Maintenance
•$1,000,000 contribution to the project
•Language for RCTC to recover costs if County were to
withdraw support for the project
Rivers & Land Conservancy (RLC)
Agreements
•San Timoteo Canyon Mitigation
Endowment Agreement
•Sweeney Mitigation
Endowment Agreement
Right of Way
7
$36,939,000
STBG originally
programmed for MCP2
ROW acquisition
$21,939,000
Reprogrammed to
MCP 3 for
construction
$15,000,000
MCP 2 ROW in
imminent risk of
development
Fiscal Impact
8
Item Dollar Amount Fund Source
1 MCP 3 PS&E Services $5,686,000
$7,314,000
$13,000,000
LPP Formula
TUMF CETAP
2 Conservation Easement Endowment
Funds
$1,004,672 Measure A
3 MCP 2 ROW Preservation $13,279,500
$1,720,500
$15,000,000
STBG
TUMF CETAP (match)
4 CRTLMA Contribution for MCP 3
Project
$1,000,000 CRTLMA
Total $30,004,672
Recommendation
9
1.Approve the following Agreements:
a.Agreement Number 23-31-007-00 to Jacobs Engineering Group to perform PS&E services for MCP3
b.Agreement Number 23-31-004-00 with CRTLMA for MCP3
c.Agreement Number 23-31-005-00 with RLC for San Timoteo Canyon conservation easement
d.Agreement Number 23-31-006-00 with RLC for Sweeney conservation easement
2.Approve the use of:
a.$5,686,000 of LPP Formula funds for MCP 3 Project design
b.$7,314,000 of TUMF-CETAP funds for MCP 3 Project design
c.$1,004,672 of Measure A funds for RLC conservation easement endowments
d.$15,000,000 [$13,279,500 of STBG and a match of $1,720,500 of TUMF-CETAP] for MCP 2 ROW
3.Authorize the Executive Director, pursuant to legal counsel review, to:
a.Finalize the conservation easement and endowment mitigation agreements on behalf of the Commission
b.Make changes between fund types within the total amounts approved by the Commission to facilitate the most efficient
use of funds
c.Execute the agreements on behalf of the Commission
d.Approve contingency work as may be required for the Project
4.Forward to Commission for final action
QUESTIONS
10
TO: Riverside County Transportation Commission
FROM: Lisa Mobley, Clerk of the Board
DATE: August 16, 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 Freeway Service Patrol Tow Truck Service
Consultant(s): Royal Coaches Auto Body and Towing
William Salazar, President and CEO
14827 Ramona Boulevard
Baldwin Park, CA 91706
Agenda Item No. 8 - Agreement for Preparation of Plans, Specifications and Estimate for the Mid
County Parkway Project Construction Package No. 3 along Ramona Expressway
Consultant(s): Jacobs Engineering Group Inc.
Tim Smith
Vice President
3257 E. Guasti Road, Suite 120
Ontario, CA 91761
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
ROLL CALL
AUGUST 22, 2022
Present Absent
County of Riverside, District I X
County of Riverside, District II X
County of Riverside, District V X
City of Corona X
City of Eastvale X
City of Hemet X
City of Jurupa Valley X
City of Menifee X
City of Moreno Valley X
City of Norco X
City of Perris X
City of Wildomar X