HomeMy Public PortalAbout05 May 22, 2023 Western Riverside County Programs and Projects
MEETING AGENDA
Western Riverside County Programs and Projects Committee
Time: 1:30 p.m.
Date: May 22, 2023
Location: BOARD ROOM - County of Riverside Administration Center
4080 Lemon St, First Floor, Riverside, CA 92501
TELECONFERENCE SITE
LARGE CONFERENCE ROOM – French Valley Airport
37600 Sky Canyon Drive, Murrieta, CA 92563
COMMITTEE MEMBERS
Brian Berkson, Chair/Armando Carmona, City of Jurupa Valley
Wes Speake, Vice Chair / Jim Steiner, City of Corona
Sheri Flynn / Rick Minjares, City of Banning
Clint Lorimore / Todd Rigby, City of Eastvale
Linda Krupa / Malcolm Lilienthal, City of Hemet
Bill Zimmerman / Dean Deines, City of Menifee
Berwin Hanna / Katherine Aleman, City of Norco
Michael Vargas / Rita Rogers, City of Perris
Chuck Conder / Patricia Lock Dawson, City of Riverside
Joseph Morabito, / Ashlee DePhillippo, City of Wildomar
Kevin Jeffries, County of Riverside, District I
Karen Spiegel, County of Riverside, District II
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, May 22, 2023
BOARD ROOM
County Administrative Center
4080 Lemon Street, First Floor
Riverside, California
TELECONFERENCE SITE
LARGE CONFERENCE ROOM
French Valley Airport
37600 Sky Canyon Drive
Murrieta, California
In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72
hours prior to the meeting, which are public records relating to open session agenda items, will be available for
inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third
Floor, Riverside, CA, and on the Commission’s website, www.rctc.org.
In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, 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 Commission 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
Western Riverside County Programs and Projects Committee
May 22, 2023
Page 2
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.
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 – APRIL 24, 2023
Page 1
7. 2023 WESTERN RIVERSIDE COUNTY REGIONAL ARTERIALS CALL FOR PROJECTS FUNDING
RECOMMENDATIONS
Page 11
Overview
This item is for the Committee to recommend the Commission take the following action(s):
1) Approve the funding recommendations in Attachment 1 for 2009 Western Riverside
County Measure A Regional Arterial (MARA) and Transportation Uniform Mitigation
Fee (TUMF) Regional Arterial funds;
2) Direct staff to prepare and execute funding agreements with the project sponsors to
outline the project schedule and local funding commitments; and
3) Authorize the Executive Director to execute the funding agreements with the project
sponsors, pursuant to legal counsel review.
Western Riverside County Programs and Projects Committee
May 22, 2023
Page 3
8. AGREEMENTS FOR ON-CALL CONSTRUCTION MANAGEMENT SERVICES, MATERIALS
TESTING, AND CONSTRUCTION SURVEYING SERVICES FOR THE CONSTRUCTION OF
COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS
Page 16
Overview
This item is for the Committee to recommend the Commission take the following action(s):
1) Award the following agreements to provide on-call construction management
services, materials testing, and construction surveying services (collectively, CM
services) for the construction of commuter rail station capital improvement projects
for a three-year term, and one, two-year option to extend the agreements, in an
amount not to exceed an aggregate value of $8 million;
a. Agreement No. 23-33-047-00 to AECOM Technical Services, Inc.;
b. Agreement No. 23-33-069-00 to Jacobs Project Management Co.;
c. Agreement No. 23-33-070-00 to Kleinfelder Construction Services, Inc.;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements, including option years, on behalf of the Commission; and
3) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultants under the terms of the agreements.
9. FISCAL YEAR 2022/23 LOW CARBON TRANSIT OPERATIONS PROGRAM RESOLUTION
Page 241
Overview
This item is for the Committee to recommend the Commission take the following action(s):
1) Adopt Resolution No. 23-003 “Authorization for the Execution of the Certifications and
Assurances and Authorized Agent Forms for the Low Carbon Transit Operations
Program for the Riverside County Free Rail Pass Program in the amount of $1,007,009”.
10. EXECUTIVE DIRECTOR REPORT
11. COMMISSIONER COMMENTS
Overview
This item provides the opportunity for brief announcements or comments on items or matters
of general interest.
12. ADJOURNMENT
The next Western Riverside County Programs and Projects Committee meeting is scheduled
to be held at 1:30 p.m., Monday, June 26, 2023.
AGENDA ITEM 6A
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
Monday, April 24, 2023
MINUTES
1.CALL TO ORDER
The meeting of the Western Riverside County Programs and Projects Committee was
called to order by Chair Brian Berkson at 1:30 p.m. Teleconference Site: Large Conference
Room, French Valley Airport, 37600 Sky Canyon Drive, Murrieta, CA.
2.ROLL CALL
Members/Alternates Present Members Absent
Brian Berkson Sheri Flynn
Chuck Conder Kevin Jeffries
Berwin Hanna
Linda Krupa
Clint Lorimore
Joseph Morabito
Wes Speake
Karen Spiegel
Michael Vargas
Bill Zimmerman*
*Joined the meeting at the French Valley teleconference location.
3.PLEDGE OF ALLEGIANCE
Commissioner Berwin Hanna led the Western Riverside County Programs and Projects
Committee in a flag salute.
4.PUBLIC COMMENTS
Arnold San Miguel, Southern California Association of Governments (SCAG) announced
SCAG is receiving public comments on the development of the SCAG Regional
Transportation Plan Sustainable Communities Strategy (RTP SCS). This is done every four
years, there are workshops being held, and there is a survey out for primarily the elected
officials. A popup event being held on May 5 from 5:00 p.m. to 8:00 p.m. at the Temecula
Rod Run at Temecula Community Services.
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5. ADDITIONS/REVISIONS
There were no additions or revisions to the agenda.
M/S/C (Speake/Spiegel) to approve the minutes as submitted.
6. APPROVAL OF MINUTES – MARCH 27, 2023
7. AGREEMENT FOR COMPLETION OF PROJECT APPROVAL/ENVIRONMENTAL DOCUMENT
FOR THE STATE ROUTE 91 EASTBOUND CORRIDOR OPERATIONS PROJECT
Sri Srirajan, Senior Capital Projects Manager, noted that Michelle Cooper and Angie Shana
from Parsons are available if there are any questions. He then presented the State Route
91 Eastbound Corridor Operations Project update, highlighting the following:
• Background/project location
o 91 Corridor Improvement Project
o Initial phase/future phases
o 91 Implementation Plan
o Alternative Analysis study
• Project limits and scope
o Adding a sixth general purpose (GP) lane from the 241/91 eastbound (EB)
GP connector 71/91 connector and adding an auxiliary lane and second
lane to the EB 91 Green River Road off-ramp
o Total lane length – 3.2 miles
o Lead agency for National Environmental Policy Act (NEPA) and California
Environmental Quality Act (CEQA) – Caltrans
o Traffic modeling and impacts of project alternatives – RCTC consultant
Stantec
• Procurement process
• Pre-award audit
Vice Chair Wes Speake thanked Sri Srirajan for the presentation as he is excited to see this
project move forward. He asked about those changes to Green River Road as currently
the EB off-ramp is a single lane and if part of the project go to the two lanes at Green
River Road.
Sri Srirajan replied that is still an option and as he mentioned, there will be traffic impact
modeling and the impact from the project will be studied so there will be more
modifications to the design.
In response to Vice Chair Speake’s clarification if Green River Road is the extent of the
changes, Sri Srirajan replied that the traffic studies from the project impact for any local
streets and that includes Green River Road and Foothill Parkway.
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Commissioner Karen Spiegel concurred with Vice Chair Speake as this is a strongly needed
project. She made the motion to approve staff recommendation but wanted to make
sure that this is being forwarded to the Commission for final approval.
M/S/C (Spiegel/Speake) to:
1) Award Agreement No. 23-31-041-00 with Parsons Transportation Group,
Inc. (Parsons) to provide project approval/environmental document
(PA/ED) for the State Route 91 Eastbound Corridor Operations Project
(ECOP) in the amount of $3,464,514, plus a contingency amount of
$346,451, for a total amount not to exceed $3,810,965;
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, execute the agreement on behalf of the Commission; and
3) Authorize the Executive Director, or designee, to approve contingency
work up to the total not to exceed amount as required for these services.
8. AGREEMENT FOR ON-CALL RAILWAY FLAGGING SERVICES FOR THE RIVERSIDE COUNTY
TRANSPORTATION COMMISSION’S HIGHWAY AND EXPRESSWAY PROJECTS
ENCROACHING IN BURLINGTON NORTHERN SANTA FE
Bryce Johnston, Senior Capital Projects Manager, presented the agreement for on-call
railway flagging services for RCTC’s highway and expressway projects encroaching in
Burlington Northern Santa Fe (BNSF), highlighting the following areas:
• Background
• Railway flagging requirements
• BNSF notification
• Potential projects/operations covered by this agreement
• Funding sources
Commissioner Clint Lorimore clarified that BNSF used RailPros, Inc. as their sole source
and BNSF is not going to provide this flagging service anymore, they are only going to
allow this sole source contract to work to do the flagging services even though RCTC has
to pay for it. Bryce Johnston replied yes.
In response to Commissioner Lorimore’s question if there are other companies that
provide this service, Bryce Johnston replied yes but not approved by BNSF.
Vice Chair Speake stated in the past when BNSF provided this service he asked if they back
charged RCTC for that service.
Bryce Johnston replied those scope of services were usually included in the construction
and maintenance agreements the agency would always enter into with their services. In
those agreements it would also include their coordination and submittal reviews and
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flagging was usually one part of it, but flagging was the biggest cost in those agreements.
He is uncertain why BNSF decided to do this, but it is a nationwide action on their part.
Vice Chair Speake clarified if Railpros, Inc. is doing work with RCTC they would have to
adhere to RCTC’s policies regarding negotiated rates and all the things that come with
state and federal contracting. Bryce Johnston replied yes.
In response to Vice Chair Speake’s question if staff did a comparison to what RCTC was
getting billed before, Bryce Johnston replied they did a review of some of the agreements
in their place and the only thing where it gets complicated is if they are prevailing wage
or non-prevailing wage.
Chair Berkson clarified RCTC is paying the same amount that BNSF would have charged
versus whatever the RailPros, Inc. is going to charge. Bryce Johnston replied yes.
Anne Mayer, Executive Director, replied that BNSF were using RailPros, Inc. the only
difference here is in previous contracts RCTC would sign an agreement with BNSF and
they would take an action to pay BNSF the money for flagging and BNSF would hire
RailPros, Inc. to do the flagging. Now it is just straight RCTC to RailPros, Inc.
Chair Berkson asked if potentially with RCTC’s relationship with RailPros, Inc. could they
get a better rate then they have been paying.
Bryce Johnston replied most of the projects they deal with are tied to prevailing wage that
pretty much dictates the very lowest starting point so usually the end result is very similar
within five percent between any contracts, because there is not much negotiating away
from the prevailing wage.
Vice Chair Speake stated that the Commission probably did not have to pay whatever
BNSF was charging to administer the contract, so it is a little bit better or the same.
Commissioner Joseph Morabito asked what the benefit or the point of the change is.
Bryce Johnston replied that the point of the change is when they work in the right of way,
and they need flagging in the field for that day before they would go to BNSF and provide
those dates. BNSF is not going to do that and RCTC cannot work in the right of way
without a flagger present if BNSF is not providing it RCTC needs a contractual mechanism
to be able to pay a flagger to come and be in the right of way.
In response to Commissioner Morabito’s clarification, Bryce Johnston replied he has no
insight as to BNSF’s nationwide policy change.
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M/S/C (Berwin/Speake) to:
1) Award Agreement No. 23-31-061-00 to RailPros, Inc., to provide on-call
Railway Flagging Services for Riverside County Transportation
Commission’s (RCTC) current and future highway and/or expressway
projects or activities of the Commission within the right of way owned or
operated by Burlington Northern Santa Fe (BNSF), for a three-year term,
and one, two-year option to extend the agreement, in an amount not to
exceed $2,400,000; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreement and optional two-year term on behalf
of the Commission.
9. APPROVAL OF VANCLUB VANPOOL PROGRAM SUBSIDY INCREASE AND AMENDMENTS
TO LEASING VENDOR AGREEMENTS
Brian Cunanan, Commuter & Motorist Assistance Manager, presented the VanClub
Vanpool Program subsidy recommendation, highlighting the following:
• Federal Transit Administration (FTA) recognizes Vanpool as transit
o Sponsored by a public agency
o 7 to 15 passenger vehicles
o Routes marketed to and open to the public
o ADA accessible
o Vanpools compliment traditional transit modes
• VanClub provides $400 monthly subsidy
o Western Riverside County worksite destination
o Five participants to start
o 30+ miles roundtrip/day
o Commute 12+ days/month
o Approved vanpool lease providers
o Extra $100 subsidy for EV vehicles
• Vanpool is a highly productive transit mode
o Averages 4.7 riders per trip
o 44.8 miles per trip
o 19.8 days per month
• Average Fiscal Year 2023 Vanpool lease = $1,252
o Includes: Vehicle, insurance, maintenance, and roadside assistance
• Average monthly lease increased $315 over the past five years
• Vanpool monthly fare increased 59 percent over the past five years
o Individual fare equals all out-of-pocket costs including: Vehicle lease, non-
vehicle lease expenses – Fuel, washes, tolls, and miscellaneous
• Strategies for increased Vanpool adoption
o Expand Commuter Assistance to Eastern Riverside County
o Engage more small/mid-sized businesses
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o Merge IE ridership database with Los Angeles/Orange Counties ridership
database
o Increase monthly VanClub vanpool subsidy from $400 to $600
In response to Commissioner Morabito’s question when the $400 subsidy was set, Brian
Cunanan replied that it goes back as far as the ‘90s, but RCTC did not start their Vanpool
Program until 2018.
Commissioner Morabito clarified that there have been no adjustments.
Brian Cunanan replied correct and just the past year or so some of the other agencies
have started increasing that to the $600 amount.
In response to Vice Chair Speake’s question who covers the remaining amount, Brian
Cunanan replied it depends on which employer the vanpoolers are heading to. An
employer may choose to provide an additional subsidy on top of what RCTC is providing
and it can be either the groups paying for the remainder of the costs, or they could get
additional subsidies from their employer.
In response to Vice Chair Speake’s clarification the lease is through RCTC, and the
remaining vanpoolers picks up the rest of the tab, Brian Cunanan replied yes and RCTC
provides the subsidized amount directly to the lease provider.
In response to Vice Chair Speake’s question on who signs the lease, Brian Cunanan replied
that it would be a coordinator within the vanpool group.
Vice Chair Speake suggested that this would be a perfect vehicle miles traveled (VMT)
mitigation tool and he is aware that is something being worked on, but has the
Commission proposed this for projects and how they use the Vanpool Program for VMT.
Anne Mayer replied RCTC has not had a project that has needed to make proposals yet,
but this could be an option. RCTC is working with Western Riverside Council of
Governments (WRCOG) and the members of WRCOG to look at how they might form a
VMT mitigation bank for possible use by member agencies as well as for RCTC and this
could potentially be one of the VMT mitigation options.
In response to Vice Chair Speake’s question could an agency, a developer, or someone
else provide funding for this as mitigation for VMT, Anne Mayer replied it is possible. She
stated Brian Cunanan showed the slide that presented the VMT benefits so they do have
data that could back up the fact this is a mitigation factor. The question will be how RCTC
could set up a mitigation bank so that it is easily used.
Vice Chair Speake stated they know they could measure for those 40 vans and if someone
had to mitigate for so many miles of VMT they would write a check to RCTC for that
amount. They do it now for the Riverside Transit Agency (RTA).
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Anne Mayer replied they do and that part of the issue with anything that is VMT
mitigation is in many cases especially transportation projects will have significant VMT
numbers so the question will be what the benefit cost ratio is. She stated how many VMT
does that project generate and could they possibly buy enough vanpool subsidy bonus
points to be able to mitigate. Those are the kind of questions staff is asking and this is
one they have data and can back it up so those conversations are ongoing about how to
quantify it, how it could be set up, and how to demonstrate benefit cost. One of the
biggest issues here and hopefully the $600 will make a difference is how can they
encourage people to go back to vanpools. RCTC’s goal should be to do everything they
can to increase their use of vanpools, and this is one of the many different items they
could plug into a VMT mitigation bank.
Vice Chair Speake stated if there was a development project that has to mitigate for just
maybe a few tens of thousands of VMT that they say they would fund 100 percent of the
vanpools and then the Commission is actually lowering the barrier for people to subscribe
to the program, which will allow the Commission to grow it more.
In response to Commissioner Spiegel’s clarification the vanpool has to end the trip in
Western Riverside County, Brian Cunanan replied correct.
Commissioner Spiegel clarified there is no limit on the distance it just has to end here and
where would it begin.
Brian Cunanan replied correct and that it can begin anywhere in Southern California.
Commissioner Spiegel stated regarding VMT would the person who leased the vehicle be
responsible for the VMT.
Anne Mayer replied that staff would have to come up with a way of demonstrating that
every vanpool creates a reduction of a certain amount of VMT and RCTC would get credit
for that and that could be whether it is a development project, or a transportation project
is that the VMT that is created would be mitigated by however many vanpools they buy
down the monthly rates for. The agency that would get the credit for the VMT reduction
would be either RCTC and/or the entity that paid to buy it down. The challenge with VMT
mitigation in many areas including the RTA where agencies like RCTC have to be able to
spend the money to actually implement it so that is where the benefit cost discussion has
to come in. Every development in Western Riverside County cannot pay for vanpool
subsidies there are not enough. The goal would be to be able to have programs like this
subsidized in part by developers or agencies with transportation projects that need to
mitigate their VMT.
Commissioner Speake stated this is a benefit because currently other projects that have
had to contribute to VMT they have purchased pieces of a bus station, or they have done
improvements to rail facilities and those are even more abstract, this is VMT saved, and
they can get it to a number. It seems like if the Commission came to an average number
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they could spend, it would be an easy check for someone to write to subsidize this and
maybe grow it over time and suggested RCTC look into this.
Chair Berkson clarified that today’s action is to increase the subsidy from $400 to $600
per month. He expressed appreciation for Commissioner Speake’s comments, and he
hopes that comes back with people writing checks because that subsidy could go up. He
stated when a person is evaluating the cost to run this vanpool with their group of people
and they know it is a certain amount out of pocket, any additional subsidies the
Commission receives down the road could turn that to maybe zero out of pocket costs.
This could turn out in the future to be very successful.
M/S/C (Speake/Vargas) to:
1) Approve VanClub program vanpool subsidy increase from $400 a month
per vanpool to $600 a month per vanpool, effective July 1, 2023;
2) Approve Agreement No. 21-41-021-01, Amendment No. 1 to Agreement
No. 21-41-021-00 with Airport Van Rental (AVR Vanpool) to revise the
monthly subsidy amount to $600, effective July 1, 2023, with no change
to the term or agreement amount;
3) Approve Agreement No. 18-41-038-02, Amendment No. 2 to Agreement
No. 18-41-038-00 with California Vanpool Authority (CalVans) to revise
the monthly subsidy amount to $600, effective July 1, 2023, with no
change to the term or agreement amount;
4) Approve Agreement No. 18-45-063-04, Amendment No. 4 to Agreement
No. 18-45-063-00 with Commute with Enterprise (Enterprise) to revise
the monthly subsidy amount to $600, effective July 1, 2023, with no
change to the term or agreement amount; and
5) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to execute the agreements on behalf of the Commission.
10. AGREEMENT FOR ELEVATOR MAINTENANCE, INSPECTION AND REPAIR SERVICES
Gary Ratliff, Facilities Administrator, presented the elevator maintenance, inspection, and
repair services agreement, highlighting the following areas:
• Stations – Riverside Downtown, La Sierra, Corona-North Main, Corona-West
• Elevator modernization project – Ensure maximum reliability; minimize elevator
shutdowns; ensure safety; reduce risk of injury to passengers; reduce liability
exposure; and increase patron satisfaction
• Elevator services – Testing and inspection; maintenance service intervals; repairs
and emergency
• Procurement five-year agreement
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Commissioner Conder expressed appreciation for the presentation and stated that it does
preserve the property the Commission owns, and he made the motion to approve staff
recommendation.
In response to Chair Berkson’s clarification if the $159,120 for the repairs and emergency
call outs is the maximum or the contracted amount, Gary Ratliff replied that should be
the maximum as he estimated out with the contingency money as well as the
modernization efforts that they made in looking at the last five years of expense and he
does not see extending it beyond that.
Commissioner Berkson clarified the funds are pulled as it is needed. Gary Ratliff replied
yes.
M/S/C (Conder/Vargas) to:
1) Approve Agreement No. 23-24-046-00 with Amtech Elevator Services to
provide elevator maintenance, inspection and repair services for a three-
year term, and one, two-year option to extend the agreement, in the
amount of $400,000, plus a contingency amount of $50,000, for a total
amount not to exceed $450,000; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to finalize and execute the agreement, on behalf of the
Commission.
11. EXECUTIVE DIRECTOR REPORT
Anne Mayer announced:
• The State Route 60 Truck Lane Project won the California Transportation
Foundation (CTF) Goods Movement Project of the Year. The RCTC consultant
Skanska Falcon team will all be recognized at the CTF Annual Awards dinner on
June 6 in Sacramento and congratulated Bryce Johnston, Senior Capital Projects
Manager, and his team.
• RCTC received $15.5 million of Transit and Intercity Rail Corridor funding there
was $690 million statewide for 28 projects and RCTC received it for the Perris
Valley Line Double Tracking project. By upgrading this track to Metrolink standards
Metrolink will be able to use both sets of tracks and run a train going south and a
train going north instead of having to wait at the siding. The source of that funding
is SB 1, Cap and Trade, and some general fund dollars and that is an award made
by the California State Transportation Agency. She congratulated the team for a
great job on the application.
In response to Chair Berkson’s question if RCTC owns those tracks, Anne Mayer
replied RCTC owns the right of way BNSF has the right to run on that track. The
existing track that RCTC upgraded is for Metrolink only, BNSF runs on the other
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track. When RCTC upgrades it, it will go into the Metrolink system as Metrolink
and Metrolink is still doing all the dispatch. She noted that Metrolink received $10
million in this allocation as well.
12. COMMISSIONER COMMENTS
12A. Commissioner Linda Krupa announced the city of Hemet is having a candlelight
service tonight at 7:00 p.m. for Council Member Karlee Meyer who passed away
a week ago. She reported due to the Coachella Festivals the traffic congestion was
horrible over the weekend especially in the San Jacinto Valley going up to the Pass
Area and going out to the desert. She noted to keep that in mind when the
Commission starts pushing more on State Route 79 Realignment.
Chair Berkson noted there will be another festival on October 7 and 8. He stated
that he was out in Palm Springs on April 17 and traffic was a nightmare so he
decided not to go there today.
13. ADJOURNMENT
There being no further business for consideration by the Western Riverside County
Programs and Projects Committee, the meeting was at 2:26 p.m.
Respectfully submitted,
Lisa Mobley
Administrative Services Director/
Clerk of the Board
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AGENDA ITEM 7
Agenda Item 7
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: May 22, 2023
TO: Western Riverside County Programs and Projects Committee
FROM: Jillian Guizado, Planning and Programming Director
THROUGH: Aaron Hake, Deputy Executive Director
SUBJECT: 2023 Western Riverside County Regional Arterials Call for Projects Funding
Recommendations
STAFF RECOMMENDATION:
This item is for the Committee to recommend the Commission take the following action(s):
1) Approve the funding recommendations in Attachment 1 for 2009 Western Riverside
County Measure A Regional Arterial (MARA) and Transportation Uniform Mitigation Fee
(TUMF) Regional Arterial funds;
2) Direct staff to prepare and execute funding agreements with the project sponsors to
outline the project schedule and local funding commitments; and
3) Authorize the Executive Director to execute the funding agreements with the project
sponsors, pursuant to legal counsel review.
BACKGROUND INFORMATION:
At its February 2023 meeting, the Commission approved the release of the 2023 Western
Riverside County Regional Arterials Call for Projects (Call for Projects) for approximately $85
million of MARA and $50 million of TUMF Regional Arterial funds. Funding for the Call for Projects
included accumulated fund balance and projected revenues for Fiscal Years 2023/24 and
2024/25. The intention of the Call for Projects is to fund construction activities. However, up to
20 percent of the funding available was considered for projects seeking plans, specifications, and
estimates (PS&E) funding. A subcommittee of the Commission’s Technical Advisory Committee,
comprised of public works staff from each of the Commission’s members agencies, provided
input and guidance on eligibility, funding limits, schedule, and scoring criteria. The scoring
criteria consists of Project Readiness, Regional Significance, Safety, Matching Funds, and Parity
with point ranges from 1 to 20 depending on the criterion.
DISCUSSION:
The project submittal deadline was April 5, 2023. RCTC received applications for 25 projects
requesting a total of $184 million, which exceeds the approximately $135 million available.
Projects were evaluated by Commission staff and regional agency staff from Western Riverside
Council of Governments (WRCOG), Coachella Valley Association of Governments, and San
11
Agenda Item 7
Bernardino County Transportation Authority. The evaluation committee met on April 20, 2023,
to discuss and score the project applications. The five evaluators’ scores were averaged together.
The average score for each project is listed in Attachment 1.
Project Recommendations
Staff’s recommendations for funding are grouped into three categories:
1. Priority – fully funded projects with the funded phase scheduled to begin within
12 months.
2. Conditional – either partially funded or the funded phase is scheduled to begin
between 13-24 months.
3. Contingency List – if an awarded agency receives other grant funding to fully fund
an approved project or cannot begin the funded project phase within the allotted
time, contingency list projects will be funded in the order in which they are listed;
the contingency list will only remain active until six months prior to the next call
for projects.
TUMF Regional Arterial
All six projects submitted that are located on the TUMF backbone network and have not met or
exceeded the maximum TUMF share, as verified by WRCOG staff, are recommended for TUMF
Regional Arterial funding as detailed in Table 1.
Table 1. TUMF Regional Arterial Funding Recommendation
Agency Project FY 23/24 FY 24/25
Beaumont Potrero Interchange Phase II $8,000,000
Wildomar Clinton Keith Rd. Widening 3,396,221
Perris Ethanac Rd. Bridge over San Jacinto River &
Extension
8,798,000
Menifee Bundy Canyon Rd./Scott Rd. Widening $9,367,560
Riverside
County
Cajalco Rd. Widening and Safety Enhancement 15,000,000
Calimesa Realign Calimesa Blvd. at Cherry Valley Blvd. 5,200,000
TOTAL $40,394,221 $9,367,560
MARA
Fourteen of the 25 projects submitted in the Call for Projects are recommended to receive MARA
funding as detailed in Table 2. Two of the projects recommended for TUMF Regional Arterial
funding are also recommended for MARA funding due to those projects reaching their maximum
TUMF shares.
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Agenda Item 7
Table 2. Measure A Regional Arterial Funding Recommendation
Agency Project FY 23/24 FY 24/25
Eastvale Limonite Avenue Gap Closure $13,500,000
San Jacinto Esplanade Ave. Widening – Sanderson to Warren 3,960,000
Murrieta Murrieta Hot Springs Rd. Widening – Margarita to
SR-79
3,000,000
Wildomar Bundy Canyon Rd. Improvement – Segment 2 13,298,440
Wildomar Clinton Keith Rd. Widening 2,254,919
Temecula Ynez Rd. Improvements 1,475,000
Beaumont Second St. Extension 1,500,000
Banning Sun Lakes Extension $13,500,000
Riverside Third St. Grade Separation 12,000,000
Menifee McCall Blvd. Widening Project 3,140,000
Menifee Bundy Canyon Rd./Scott Rd. Widening 632,440
Wildomar Bundy Canyon Rd. Improvement – Segment 3 8,050,420
Moreno
Valley
Indian St./Cardinal Ave. Bridge (Over Lateral A) 750,000
Corona Ontario Avenue Widening 7,938,781
TOTAL $39,738,359 $45,261,641
Next Steps
Funding Agreements
Funding agreements will be required to outline the project schedules, funding plan, and local
agency match commitment. In addition, should projects experience savings, the project sponsor
is to notify Commission staff so that savings are applied to the appropriate project fund sources
or in a proportional manner.
Monitoring
Project sponsors are required to advance their approved projects in the next two years,
evidenced by providing at least an initial invoice to the Commission for the funded phase. Staff
will monitor project progress through existing processes taking place every January and July.
Future Funding Opportunities
It is staff’s intention to release a Regional Arterials Call for Projects every two years, contingent
upon sufficient future TUMF and MARA revenues.
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Agenda Item 7
FISCAL IMPACT:
Staff identified the appropriate fund source and fiscal year for the projects and the necessary
funding will be included in the FY 2023/24 budget as indicated in Tables 1 and 2. Projects
proposed to receive TUMF Regional Arterial funds have been checked by WRCOG for
confirmation they are on the TUMF backbone network as required per the Commission’s MOU
with WRCOG. Maximum TUMF share capacity was also verified by WRCOG; in cases that the
funding request exceeds the maximum TUMF share, MARA funding is recommended.
Financial Information
In Fiscal Year Budget: Yes Year: FY 2023/24
FY 2024/25+ Amount: $80,132,580
$54,629,201
Source of Funds: 2009 Western Riverside County MARA,
TUMF Regional Arterial Budget Adjustment: No
GL/Project Accounting No.:
005200 81102 00000 0000 266 72 81101
005200 81402 00000 0000 266 72 81402
005200 81301 00000 0000 266 72 81301
725000 81102 00000 0000 210 72 81101
725000 81301 00000 0000 210 72 81301
Fiscal Procedures Approved:
Date: 05/04/2023
Attachment: 2023 Western Riverside County Regional Arterials Call for Projects Funding
Recommendations
14
2023 Western Riverside County Regional Arterials Call for Projects Funding Recommendations
Lead Agency Project Name Phase Phase Start TUMF Backbone?Average Score Request MARA Funding TUMF Funding Funding Recommendation
Eastvale Limonite Avenue Gap Closure Project CON October 2023 No, secondary 45.2 13,500,000$ 13,500,000$ Priority
Beaumont Potrero Interchange Phase II CON March 2024 Yes 44.8 8,000,000$ 8,000,000$ Conditional - need to fulfill $33.5M funding gap
San Jacinto Esplanade Ave. Widening - Sanderson to Warren Rd.CON March 2024 No, secondary 40.8 3,960,000$ 3,960,000$ Priority
Murrieta Murrieta Hot Springs Road Widening - Margarita Road to SR-79 CON September 2023 No, secondary 37.8 3,000,000$ 3,000,000$ Priority
Wildomar Bundy Canyon Rd. Improvement Project, Segment 2 CON March 2024 Yes, max share reached 37.4 13,298,440$ 13,298,440$ -$ Priority
Wildomar Clinton Keith Rd. Widening Project CON May 2024 Yes, max share reached 37.4 5,651,140$ 2,254,919$ 3,396,221$ Priority
Perris Ethanac Rd. Bridge over San Jacinto River & Roadway Extension, East of the River CON March 2024 Yes 37 8,798,000$ 8,798,000$ Priority
Temecula Ynez Road Improvements CON April 2024 No 36.6 1,475,000$ 1,475,000$ Priority
Beaumont Second Street Extension CON July 2023 No 36.6 1,500,000$ 1,500,000$ Priority
Banning Sun Lakes Extension Project CON July 2024 No, secondary 36.4 13,500,000$ 13,500,000$ Conditional - need to fulfill $11.5M funding gap
Riverside Third Street Grade Separation CON April 2025 No, secondary 36 12,000,000$ 12,000,000$ Conditional - schedule
Menifee McCall Boulevard Widening Project CON July 2024 No, secondary 35.4 3,140,000$ 3,140,000$ Priority
Menifee Bundy Canyon Road/Scott Road Widening Project CON May 2025 Yes, max share reached 32.8 10,000,000$ 632,440$ 9,367,560$ Conditional - schedule
Riverside County Cajalco Road Widening and Safety Enhancement Project PS&E July 2023 Yes 32.6 15,000,000$ 15,000,000$ Priority (PS&E)
Wildomar Bundy Canyon Rd. Improvement Project, Segment 3 CON December 2024 Yes, max share reached 31.6 13,200,000$ 8,050,420$ -$ Conditional - schedule
Calimesa Realignment of Calimesa Boulevard at Cherry Valley Boulevard ROW + CON April 2024 No 28.2 5,200,000$ 5,200,000$ Priority
Moreno Valley Indian Street/Cardinal Avenue Bridge (Over Lateral A)PS&E Underway (complete Spring '24)No 27.6 750,000$ 750,000$ Priority (PS&E)
Corona Ontario Avenue Widening Project CON June 2025 No, secondary 25.6 13,500,000$ 7,938,781$ Conditional - need to fulfill $5.5M funding gap
145,472,580$ 85,000,000$ 49,761,781$
Moreno Valley SR-60/World Logistic Center Parkway Interchange PS&E Winter 2023 No, secondary 25.4 6,500,000$ 6,500,000$ Contingency list
Riverside SR-91/Adams Street Interchange Reconfiguration PS&E July 2024 No, secondary 25.4 4,000,000$ 4,000,000$ Contingency list
Corona Magnolia Avenue Bridge and Road Widening Project CON June 2025 No, secondary 25 13,050,000$ 13,050,000$ Contingency list
Moreno Valley Traffic Signal Communications Fiber Network Phase 1 PS&E + CON May 2024 & August 2024 No 23.8 5,346,000$ 5,346,000$ Contingency list
Moreno Valley Traffic Signal Synchronization on Arterials PS&E + CON May 2024 & August 2024 No 23.8 1,782,000$ 1,782,000$ Contingency list
Jurupa Valley SR-60/Rubidoux Boulevard Interchange Project PA/ED August 2023 No, secondary 22.75 1,500,000$ -$ Ineligible (PA/ED)
Moreno Valley SR-60/Redlands Boulevard Interchange PS&E Winter 2023 No, secondary 15 7,000,000$ 7,000,000$ Contingency list
184,650,580$ 122,678,000$ 49,761,781$
SUBTOTAL: Projects Recommended for Funding
TOTAL: All Projects
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AGENDA ITEM 8
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: May 22, 2023
TO: Western Riverside County Programs and Projects Committee
FROM: Bryce Johnston, Senior Capital Projects Manager
THROUGH: Erik Galloway, Project Delivery Director
SUBJECT:
Agreements for On-Call Construction Management Services, Materials
Testing, and Construction Surveying Services for the Construction of
Commuter Rail Station Capital Improvement Projects
STAFF RECOMMENDATION:
This item is for the Committee to recommend the Commission take the following action(s):
1) Award the following agreements to provide on-call construction management services,
materials testing, and construction surveying services (collectively, CM services) for the
construction of commuter rail station capital improvement projects for a three-year term,
and one, two-year option to extend the agreements, in an amount not to exceed an
aggregate value of $8 million;
a. Agreement No. 23-33-047-00 to AECOM Technical Services, Inc.;
b. Agreement No. 23-33-069-00 to Jacobs Project Management Co.;
c. Agreement No. 23-33-070-00 to Kleinfelder Construction Services, Inc.;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreements, including option years, on behalf of the Commission; and
3) Authorize the Executive Director, or designee, to execute task orders awarded to the
consultants under the terms of the agreements.
BACKGROUND INFORMATION:
The Commission has a need for the provision of comprehensive on-call professional services
related to construction management (CM) services for the construction support of rail and
commuter rail station capital improvement projects. Typically, the Commission procures CM
services as the need for services arises. An on-call CM contract provides a more streamlined
process since formal solicitation, selection, negotiation of basic rates and contracting are
completed as part of the on-call procurement process.
The intention of this procurement is to provide the Commission with comprehensive on-call
professional CM services for a variety of Commission rail and commuter rail station capital
improvement projects such as the Riverside Downtown Layover Facility and the Moreno
Valley/March Field station upgrades project. CM services will be funded with various Federal
Transit Administration grants.
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Agenda Item 8
Procurement Process
Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services
shall be on the basis of demonstrated competence and on professional qualifications necessary
for the satisfactory performance of the services required. Therefore, staff used the qualification
method of selection for the procurement. Evaluation criteria included elements such as
qualifications of firm, staffing and project organization, project understanding and approach, and
the ability to respond to the requirements set forth under the terms of a request for qualifications
(RFQ).
RFQ No. 23-33-047-00 for on-call CM services, materials testing, and construction surveying
services for the construction of commuter rail station capital improvement projects was released
by staff on February 13, 2023. The RFQ was posted on the Commission’s Planet Bids website,
which is accessible through the Commission’s website. Through Planet Bids, 85 firms downloaded
the RFQ; 14 of these firms are located in Riverside County. A pre-submittal meeting was held on
February 22, 2023 and attended by 20 firms. Staff responded to all questions submitted by
potential proposers prior to the March 2, 2023, clarification deadline. Five firms – AECOM
Technical Services, Inc. (Orange); Anser Advisory (Santa Ana); Jacobs Project Management Co.
(Ontario); Kleinfelder Construction Services, Inc. (Riverside); and WSP USA Inc. (San Bernardino)
– submitted responsive and responsible statements of qualifications prior to the 2:00 p.m.
submittal deadline on March 16, 2023. Based on the evaluation criteria set forth in the RFQ, the
firms were evaluated and scored by an evaluation committee comprised of Commission,
Metrolink and Bechtel staff.
As a result of the evaluation committee’s assessment of the written statements of qualifications,
the evaluation committee determined three firms – AECOM Technical Services, Inc.; Jacobs
Project Management Co.; and Kleinfelder Construction Services, Inc. – to be the most qualified
firms to provide on-call CM services, materials testing, and construction surveying services for
the construction of commuter rail station capital improvement projects. The evaluation
committee recommends contracts for these three firms for a three-year term, and one, two-year
option to extend the agreements, in the aggregate amount of $8,000,000, as these firms earned
the highest total evaluation scores.
As part of the procurement process for architectural and engineering services, the contract is
subject to a pre-award audit by Caltrans Audits and Investigations Unit. The result of the
pre-award audit may change the proposed cost slightly and is expected to be finalized prior to
Commission approval in June 2023.
The multiple award, on-call, indefinite delivery/indefinite quantity task order type contracts do
not guarantee work to any of the awardees; therefore, no funds are guaranteed to any
consultant. Pre-qualified consultants will be selected for specific tasks based on qualification
information contained in their proposals and/or competitive fee proposals for the specific tasks.
Services will be provided through the Commission’s issuance of contract task orders to the
consultants on an as-needed basis.
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Agenda Item 8
The Commission’s model on-call professional services agreement will be entered into with each
consultant firm, subject to any changes approved by the Executive Director, pursuant to legal
counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness
of the consultants and minimize costs to the Commission.
FISCAL IMPACT:
Funding for these services will be provided by Measure A and various local, state, and federal
sources.
Financial Information
In Fiscal Year Budget: Yes Year: FY 2023/2024+ Amount: $8,000,000
Source of Funds:
Federal Transit Administration, 2009
Measure A Western County Rail, and/or
other local, state, and federal funds
Budget Adjustment: No
GL/Project Accounting No.: 654199 81302 XXXXX XXXX 265 33 81301
Fiscal Procedures Approved:
Date: 05/11/2023
Attachments:
1) Draft Agreement No. 23-33-047-00 with AECOM Technical Services, Inc.
2) Draft Agreement No. 23-33-069-00 with Jacobs Project Management Co.
3) Draft Agreement No. 23-33-070-00 with Kleinfelder Construction Services
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17336.00600\33928482.2
Agreement No. 23-33-047-00
PROFESSIONAL SERVICES AGREEMENT
WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
AECOM TECHNICAL SERVICES, INC.
FOR ON-CALL
CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING,
AND CONSTRUCTION SURVEYING SERVICES
FOR THE
CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT
PROJECTS
Parties and Date.
This Agreement is made and entered into this ___ day of _______, 2023,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and AECOM TECHNICAL SERVICES, INC. ("Consultant"), a
CORPORATION. The Commission and Consultant are sometimes referred to herein
individually as “Party”, and collectively as the “Parties”.
Recitals.
A.On November 8, 1988 the Voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the
"tax") to fund transportation programs and improvements within the County of Riverside,
and adopting the Riverside County Transportation Improvement Plan (the "Plan").
B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
C.On November 5, 2002, the voters of Riverside County approved an
extension of the Measure A tax for an additional thirty (30) years for the continued funding
of transportation and improvements within the County of Riverside.
D.A source of funding for payment for on-call professional consulting services
provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds
administered by the California Department of Transportation (“Caltrans”), and/or funds
from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to
be approved by the Commission until the certification shown in Exhibit “E” attached hereto
and incorporated herein by reference, is executed.
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E. Consultant desires to perform and assume responsibility for the provision
of certain on-call construction management services for the construction of commuter rail
station capital improvement projects in the County of Riverside, California. Services shall
be provided on the terms and conditions set forth in this Agreement and in the task
order(s) to be solicited, awarded and authorized by Commission as further described in
this Agreement (“Task Order”). Consultant represents that it is experienced in providing
such services to public clients, is licensed in the State of California (if necessary), and is
familiar with the plans of the Commission.
G. Commission desires to engage Consultant to render such services on an
on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this
Agreement for future projects as set forth herein and in each Task Order (each such
project shall be designated a “Project” under this Agreement).
Terms.
1. General Scope of Services. Consultant shall furnish all technical and
professional services, including labor, material, equipment, transportation, supervision
and expertise, and incidental and customary work necessary to fully and adequately
supply the on-call construction management services for the Projects ("Services"). The
Services are generally described in Exhibit "A" attached hereto and incorporated herein
by reference. The Services shall be more particularly described in the individual Task
Orders issued by the Commission’s Executive Director or designee. No Services shall
be performed unless authorized by a fully executed Task Order. All Services shall be
subject to, and performed in accordance with, this Agreement, the relevant Task Order,
the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
2. Task Orders; Commencement of Services; Schedule of Services. Services
under this Agreement shall be requested by the Commission pursuant to Task Order
requests. If Commission accepts Consultant’s Task Order proposal, Commission shall
issue a purchase order or executed task order for the Services (“Commission’s Task
Order Authorization”). Consultant’s agreement to the final terms of a proposed Task
Order, Commission’s Task Order Authorization and Consultant’s commencement of the
Services shall indicate the Parties’ agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5)
days of receiving Commission’s Task Order Authorization.
Consultant shall perform the Services expeditiously, in accordance with the
Schedule of Services set forth in a Task Order. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
Commission shall respond to Consultant's submittals in a timely manner. Upon request
of the Commission, Consultant shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
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3. Pre-Award Audit. As a result of the funding for this Project, and to the extent
Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or
other authorization to proceed under a Task Order may be contingent upon completion
and approval of a pre-award audit. Any questions raised during the pre-award audit shall
be resolved before the Commission will consider approval of this Agreement. The funding
provided under this Agreement is contingent on meeting all funding requirements and
could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the
procedures are not completed. The Consultant’s files shall be maintained in a manner to
facilitate State process reviews. In addition, Caltrans may require that prior to
performance of any work for which funding reimbursement through Caltrans is requested
and provided, that Caltrans must give to Commission an “Authorization to Proceed”.
4. Audit Procedures.
4.1 Consultant and certain subconsultant contracts, including cost
proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract
audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR
audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost
proposal and ICR and related work papers, if applicable, will be reviewed to verify
compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal,
state, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. This Agreement, Consultant’s cost proposal, and
ICR shall be adjusted by Consultant and approved by the Commission’s contract
manager to conform to the audit or review recommendations. Consultant agrees that
individual terms of costs identified in the audit report shall be incorporated into this
Agreement by this reference if directed by Commission at its sole discretion. Refusal by
Consultant to incorporate audit or review recommendations, or to ensure that the federal,
state or local governments have access to CPA work papers, will be considered a breach
of the Agreement terms and cause for termination of this Agreement and disallowance
of prior reimbursed costs. Additional audit provisions applicable to this Agreement are
set forth in Sections 22 and 23 of this Agreement.
Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding
source.
4.2 During any Caltrans’ review of the ICR audit work papers created
by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant
toward a resolution of issues that arise during the review. Each party agrees to use its
best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies
significant issues during the review and is unable to issue a cognizant approval letter,
Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal
Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally
Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in
accordance with procedures and guidelines of the American Association of State
Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable
procedures and guidelines is received and approved by Caltrans.
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted
rate reimbursed will be ninety percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred
percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted
rate will be seventy-five percent (75%) of the proposed rate.
4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2
above, Caltrans may require Consultant to submit a revised independent CPA-audited
ICR and audit report within three (3) months of the effective date of the Caltrans’
management letter. Caltrans will then have up to six (6) months to review the
Consultant’s and/or the independent CPA’s revisions.
If the Consultant fails to comply with the provisions of this Section 4, or if
Caltrans is still unable to issue a cognizant approval letter after the revised independent
CPA audited ICR is submitted, overhead cost reimbursement will be limited to the
accepted ICR that was established upon initial rejection of the ICR and set forth in
Section 4.2 above for all rendered services. In this event, this accepted ICR will become
the actual and final ICR for reimbursement purposes under this Agreement.
Consultant may submit to Commission final invoice only when all of the
following items have occurred: (1) Caltrans accepts or adjusts the original or revised
independent CPA audited ICR; (2) all work under this Agreement has been completed
to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter.
The Consultant must submit its final invoice to Commission no later than sixty (60)
calendar days after occurrence of the last of these items. The accepted ICR will apply
to this Agreement and all Task Orders issued under this Agreement, and all other
agreements executed between the Commission and the Consultant, either as a prime or
subconsultant, with the same fiscal period ICR.
5. Term.
5.1 This Agreement shall go into effect on the date first set forth above,
contingent upon approval by Commission, and Consultant shall commence work after
notification to proceed by Commission’s Contract Administrator. This Agreement shall
end on (DATE), unless extended by contract amendment. The Commission may extend
the term of this Agreement, in its sole discretion, for one additional two (2) year period.
5.2 Consultant is advised that any recommendation for contract award
is not binding on Commission until this Agreement is fully executed and approved by the
Commission.
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5.3 This Agreement shall remain in effect until the date set forth above,
unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. All applicable indemnification provisions of this Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administrator. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its Contract
Administrator for the performance of this Agreement ("Commission’s Contract
Administrator"). Commission’s Contract Administrator shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission’s Contract
Administrator shall also review and give approval, as needed, to the details of
Consultant's work as it progresses. Consultant shall not accept direction or orders from
any person other than the Commission’s Contract Administrator or his or her designee.
7. Consultant's Representative. Consultant hereby designates Matthew
Gollan to act as its Representative for the performance of this Agreement ("Consultant’s
Representative"). Consultant's Representative shall have full authority to act on behalf
of Consultant for all purposes under this Agreement. The Consultant’s Representative
shall supervise and direct the Services, using his or her professional skill and attention,
and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
Consultant shall work closely and cooperate fully with Commission’s Contract
Administrator and any other agencies which may have jurisdiction over, or an interest in,
the Services. Consultant's Representative shall be available to the Commission staff at
all reasonable times. Any substitution in Consultant's Representative shall be approved
in writing by Commission’s Contract Administrator.
8. Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval by the
Commission. In the event that the Commission and Consultant cannot agree as to the
substitution of the key personnel, the Commission shall be entitled to terminate this
Agreement for cause, pursuant to the provisions herein. The key personnel for
performance of this Agreement are: Matthew Gollan, David Vornberger, Irfan Kalhoro,
Alex Gordon, Robert Spalik, Brian Price, Adam D’Alvia, or as otherwise identified in the
Task Order.
9. Standard of Care; Licenses. Consultant represents and maintains that it is
skilled in the professional calling necessary to perform all Services, duties and obligations
required by this Agreement to fully and adequately complete the Project. Consultant shall
perform the Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant
further represents and warrants to the Commission that its employees and subcontractors
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have all licenses, permits, qualifications and approvals of whatever nature that are legally
required to perform the Services, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. Consultant shall perform, at its own
cost and expense and without reimbursement from the Commission, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to
comply with the standard of care provided for herein, and shall be fully responsible to the
Commission for all damages and other liabilities provided for in the indemnification
provisions of this Agreement arising from the Consultant’s errors and omissions. Any
employee of Consultant or its sub-consultants who is determined by the Commission to
be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project, a threat to the safety of persons or property, or any employee who fails or refuses
to perform the Services in a manner acceptable to the Commission, shall be promptly
removed from the Project by the Consultant and shall not be re-employed to perform any
of the Services or to work on the Project.
10. Independent Contractor. The Services shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. Commission
retains Consultant on an independent contractor basis and not as an employee, agent or
representative of the Commission. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall at all times
be under Consultant's exclusive direction and control. Consultant shall pay all wages,
salaries and other amounts due such personnel in connection with their performance of
Services and as required by law. Consultant shall be responsible for all reports and
obligations respecting such personnel, including but not limited to, social security taxes,
income tax withholdings, unemployment insurance, disability insurance, and workers'
compensation insurance.
11. Project Progress.
11.1 Modification of the Schedule. Consultant shall regularly report to
the Commission, through correspondence or progress reports, its progress in providing
required Services within the scheduled time periods. Commission shall be promptly
informed of all anticipated delays. In the event that Consultant determines that a
schedule modification is necessary, Consultant shall promptly submit a revised Schedule
of Services for approval by Commission’s Contract Administrator.
11.2 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Contract Administrator and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant cost
issues, and future Project objectives. Consultant shall be responsible for the preparation
and distribution of meeting agendas to be received by the Commission and other
attendees no later than three (3) working days prior to the meeting.
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11.3 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate
the progress achieved during the previous month in relation to the Schedule of Services.
Submission of such progress report by Consultant shall be a condition precedent to
receipt of payment from the Commission for each monthly invoice submitted.
12. Delay in Performance.
12.1 Excusable Delays. Should Consultant be delayed or prevented
from the timely performance of any act or Services required by the terms of the
Agreement by reason of acts of God or of the public enemy, acts or omissions of the
Commission or other governmental agencies in either their sovereign or contractual
capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight
embargoes or unusually severe weather, performance of such act shall be excused for
the period of such delay.
12.2 Written Notice. If Consultant believes it is entitled to an extension
of time due to conditions set forth in subsection 12.1, Consultant shall provide written
notice to the Commission within seven (7) working days from the time Consultant knows,
or reasonably should have known, that performance of the Services will be delayed due
to such conditions. Failure of Consultant to provide such timely notice shall constitute a
waiver by Consultant of any right to an excusable delay in time of performance.
12.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this
Agreement shall be submitted to the Commission’s Contract Administrator in draft form,
and the Commission may require revisions of such drafts prior to formal submission and
approval. In the event plans and designs are to be developed as part of the Project, final
detailed plans and designs shall be contingent upon obtaining environmental clearance
as may be required in connection with Federal funding. In the event that Commission’s
Contract Administrator, in his or her sole discretion, determines the formally submitted
work product to be not in accordance with the standard of care established under this
Agreement, Commission’s Contract Administrator may require Consultant to revise and
resubmit the work at no cost to the Commission.
14. Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not
be required to, and will not, render any decision, interpretation or recommendation
regarding questions of a legal nature or which may be construed as constituting a legal
opinion.
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15. Opportunity to Cure; Inspection of Work. Commission may provide
Consultant an opportunity to cure, at Consultant's expense, all errors and omissions
which may be disclosed during Project implementation. Should Consultant fail to make
such correction in a timely manner, such correction may be made by the Commission,
and the cost thereof charged to Consultant. Consultant shall allow the Commission’s
Contract Administrator and Caltrans to inspect or review Consultant's work in progress at
any reasonable time.
16. Claims Filed by Contractor.
16.1 If claims are filed by the Commission’s contractor for the Project
(“Contractor”) relating to work performed by Consultant’s personnel, and additional
information or assistance from the Consultant’s personnel is required by the Commission
in order to evaluate or defend against such claims; Consultant agrees to make
reasonable efforts to make its personnel available for consultation with the Commission’s
construction contract administration and legal staff and for testimony, if necessary, at
depositions and at trial or arbitration proceedings.
16.2 Consultant’s personnel that the Commission considers essential to
assist in defending against Contractor claims will be made available on reasonable
notice from the Commission. Consultation or testimony will be reimbursed at the same
rates, including travel costs that are being paid for the Consultant’s personnel services
under this Agreement.
16.3 Services of the Consultant’s personnel and other support staff in
connection with Contractor claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section shall be construed to in any way
limit Consultant’s indemnification obligations contained in Section 29. In the case of any
conflict between this Section and Section 29, Section 29 shall govern. This Section is
not intended to obligate the Commission to reimburse Consultant for time spent by its
personnel related to Contractor claims for which Consultant is required to indemnify and
defend the Commission pursuant to Section 29 of this Agreement.
17. Final Acceptance. Upon determination by the Commission that Consultant
has satisfactorily completed the Services required under this Agreement and within the
term set forth herein the Commission shall give Consultant a written Notice of Final
Acceptance. Upon receipt of such notice, Consultant shall incur no further costs
hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may
request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily
completed all Services required under the terms of this Agreement. In the event
copyrights are permitted under this Agreement, then in connection with Federal funding,
it is hereby acknowledged and agreed that the United States Department of
Transportation shall have the royalty-free non-exclusive and irrevocable right to
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reproduce, publish, or otherwise use, and to authorize others to use, the work for
governmental purposes.
18. Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way of
limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by the United States Department of Transportation. For example, and not by
way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or
published Record of Decision may be required to be approved and/or completed by the
United States Department of Transportation. For Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the Commission, Consultant shall be solely responsible
for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission,
its officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
19. Fees and Payment.
19.1 The method of payment for this Agreement will be based on actual
cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct
costs) incurred by Consultant in performance of the Services. Consultant shall not be
reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved
Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by
reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless
additional reimbursement is provided for by written amendment. In no event, shall
Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s
approved overhead rate set forth in the Cost Proposal. To the extent legally permissible,
Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In
the event that Commission determines that a change to the Services from that specified
in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time
or actual costs reimbursable by Commission shall be adjusted by written amendment to
accommodate the changed work. The maximum total cost as specified in Section 19.8
shall not be exceeded, unless authorized by a written amendment.
19.2 In addition to the allowable incurred costs, Commission shall pay
Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is
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nonadjustable for each Task Order, except in the event of a significant change in the
Scope of Services, and such adjustment is made by written amendment.
19.3 Reimbursement for transportation and subsistence costs shall not
exceed the rates specified in the approved Cost Proposal. In addition, payments to
Consultant for travel and subsistence expenses claimed for reimbursement or applied
as local match credit shall not exceed rates authorized to be paid exempt non-
represented State employees under current State Department of Personnel
Administration (DPA) rules, unless otherwise authorized by Commission. If the rates
invoiced are in excess of those authorized DPA rates, and Commission has not
otherwise approved said rates, then Consultant is responsible for the cost difference and
any overpayments shall be reimbursed to the Commission on demand.
19.4 When milestone cost estimates are included in the approved Cost
Proposal for a Task Order, Consultant shall obtain prior written approval for a revised
milestone cost estimate from the Contract Administrator before exceeding such cost
estimate.
19.5 Progress payments shall be made monthly in arrears based on
Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall
be included in the monthly progress payments. If Consultant fails to submit the required
deliverable items according to the schedule set forth in the Scope of Services,
Commission shall have the right to delay payment or terminate this Agreement in
accordance with the provisions of Section 21, Termination.
19.6 No payment shall be made prior to approval of any Services, nor for
any Services performed prior to approval of this Agreement.
19.7 Consultant shall be reimbursed, as promptly as fiscal procedures
will permit upon receipt by Commission’s Contract Administrator of itemized invoices in
triplicate. Invoices shall be submitted no later than 45 calendar days after the
performance of work for which Consultant is billing. Invoices shall detail the work
performed on each milestone and each project as applicable. Invoices shall follow the
format stipulated for the approved Cost Proposal and shall reference this Agreement
number and project title. Final invoice must contain the final cost and all credits due
Commission including any equipment purchased under the Equipment Purchase
provisions of this Agreement. The final invoice should be submitted within 60 calendar
days after completion of Consultant’s work. Invoices shall be mailed to Commission’s
Contract Administrator at the following address:
Riverside County Transportation Commission
Attention: Accounts Payable
P.O. 12008
Riverside, CA 92502
19.8 The total amount payable by Commission, including the Fixed Fee,
shall not exceed the amount set forth in each Task Order.
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19.9 Commission has or will enter into Three (3) task order contracts for
performance of the Scope of Services identified in Exhibit “A”, including this Agreement
(“Construction Management Services Task Order Contracts”). The other Construction
Management Services Task Order Contracts are Jacobs Engineering (23-33-069-00)
and Kleinfelder Construction Services (23-33-070-00). The total amount payable by
Commission for the Construction Management Services Task Order Contracts shall not
exceed a cumulative maximum total value of Eight Million Dollars ($8,000,000) (“NTE
Sum”). It is understood and agreed that there is no guarantee, either expressed or
implied that this dollar amount will be authorized under the Construction Management
Services Task Order Contracts through Task Orders. Each time a Task Order is awarded
under any of the Construction Management Services Task Order Contracts, Commission
must send written notification to Consultant and each of the other consultants entering
into the Construction Management Services Task Order Contracts. The notice must
identify the total funds allocated under issued Task Orders, and the remaining
unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that
Commission must not pay any amount under this Agreement that would exceed the NTE
Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum.
19.10 Salary increases shall be reimbursable if the new salary is within the
salary range identified in the approved Cost Proposal and is approved by Commission’s
Contract Administrator. For personnel subject to prevailing wage rates as described in
the California Labor Code, all salary increases, which are the direct result of changes in
the prevailing wage rates are reimbursable.
19.11 Consultant shall not be reimbursed for any expenses unless
authorized in writing by the Commission’s Contract Administrator.
19.12 All subcontracts in excess of $25,000 shall contain the above
provisions.
20. Disputes.
20.1 Any dispute, other than audit, concerning a question of fact arising
under this Agreement that is not disposed of by mutual agreement of the Parties shall
be decided by a committee consisting of RCTC’s Contract Administrator and the Director
of Capital Projects, who may consider written or verbal information submitted by
Consultant.
20.2 Not later than 30 days after completion of all Services under this
Agreement, Consultant may request review by the Commission’s Executive Director of
unresolved claims or disputes, other than audit. The request for review will be submitted
in writing.
20.3 Neither the pendency of a dispute, nor its consideration by the
committee will excuse Consultant from full and timely performance in accordance with
the terms of this Agreement.
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21. Termination.
21.1 Commission reserves the right to terminate this Agreement upon
thirty (30) calendar days written notice to Consultant, for any or no reason, with the
reasons for termination stated in the notice. Commission may terminate Services under
a Task Order, at any time, for any or no reason, with the effective date of termination to
be specified in the notice of termination of Task Order.
21.2 Commission may terminate this Agreement with Consultant should
Consultant fail to perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination, Commission may proceed with the
Services in any manner deemed proper by Commission. If Commission terminates this
Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant
under this Agreement for Services completed and accepted prior to termination, unless
the cost of completion to Commission exceeds the funds remaining in the Agreement. In
such case, the overage shall be deducted from any sum due Consultant under this
Agreement and the balance, if any, shall be paid to Consultant upon demand.
21.3 In addition to the above, payment upon termination shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit
on unperformed Services. Consultant shall provide documentation deemed adequate by
Commission’s Contract Administrator to show the Services actually completed by
Consultant prior to the effective date of termination. This Agreement shall terminate on
the effective date of the Notice of Termination
21.4 Upon receipt of the written Notice of Termination, Consultant shall
discontinue all affected Services as directed in the Notice or as otherwise provided
herein, and deliver to the Commission all Documents and Data, as defined in this
Agreement, as may have been prepared or accumulated by Consultant in performance
of the Services, whether completed or in progress.
21.5 In addition to the above, Consultant shall be liable to the
Commission for any reasonable additional costs incurred by the Commission to revise
work for which the Commission has compensated Consultant under this Agreement, but
which the Commission has determined in its sole discretion needs to be revised, in part
or whole, to complete the Project because it did not meet the standard of care
established in this Agreement. Termination of this Agreement for cause may be
considered by the Commission in determining whether to enter into future agreements
with Consultant.
21.6 The rights and remedies of the Parties provided in this Section are
in addition to any other rights and remedies provided by law or under this Agreement.
21.7 Consultant, in executing this Agreement, shall be deemed to have
waived any and all claims for damages which may otherwise arise from the
Commission's termination of this Agreement, for convenience or cause, as provided in
this Section.
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21.8 Consultant may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 Consultant agrees that the Contract Cost Principles and
Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000
et seq., shall be used to determine the cost allowability of individual items.
22.2 Consultant also agrees to comply with federal procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards.
22.3 Any costs for which payment has been made to CONSULTANT that
are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are
subject to repayment by Consultant to Commission.
22.4 All subcontracts in excess of $25,000 shall contain the above
provisions.
23. Retention of Records/Audit. For the purpose of determining compliance
with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21,
California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and
other matters connected with the performance of this Agreement pursuant to Government
Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make
available for inspection all books, documents, papers, accounting records, and other
evidence pertaining to the performance of this Agreement, including but not limited to, the
costs of administering this Agreement. All parties shall make such materials available at
their respective offices at all reasonable times during the Agreement period and for three
years from the date of final payment under this Agreement. The State, State Auditor,
Commission, or any duly authorized representative of the State or Federal Government
shall have access to any books, records, and documents of Consultant and it’s certified
public accountants (CPA) work papers that are pertinent to this Agreement and, if
applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions,
and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000
shall contain this provision.
23.1 Accounting System. Consultant and its subcontractors shall
establish and maintain an accounting system and records that properly accumulate and
segregate expenditures by line item for the Services. The accounting system of
Consultant and its subcontractors shall conform to Generally Accepted Accounting
Principles (GAAP), enable the determination of incurred costs at interim points of
completion, and provide support for reimbursement payment vouchers or invoices.
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24. Audit Review Procedures.
24.1 Any dispute concerning a question of fact arising under an interim
or post audit of this Agreement that is not disposed of by agreement, shall be reviewed
by Commission’s Chief Financial Officer.
24.2 Not later than 30 days after issuance of the final audit report,
Consultant may request a review by Commission’s Chief Financial Officer of unresolved
audit issues. The request for review will be submitted in writing.
24.3 Neither the pendency of a dispute nor its consideration by
Commission shall excuse Consultant from full and timely performance, in accordance
with the terms of this Agreement.
25. Subcontracting.
25.1 Nothing contained in this Agreement or otherwise, shall create any
contractual relation between Commission and any subconsultant(s), and no subcontract
shall relieve Consultant of its responsibilities and obligations hereunder. Consultant
agrees to be as fully responsible to Commission for the acts and omissions of its
subconsultant(s) and of persons either directly or indirectly employed by any of them as
it is for the acts and omissions of persons directly employed by Consultant. Consultant’s
obligation to pay its subconsultant(s) is an independent obligation from Commission’s
obligation to make payments to the Consultant.
25.2 Consultant shall perform the Services contemplated with resources
available within its own organization and no portion of the Services pertinent to this
Agreement shall be subcontracted without written authorization by Commission’s
Contract Administrator, except that, which is expressly identified in the approved Cost
Proposal.
25.3 Consultant shall pay its subconsultants within ten (10) calendar
days from receipt of each payment made to Consultant by Commission.
25.4 Any subcontract in excess of $25,000 entered into as a result of this
Agreement shall contain all the provisions stipulated in this Agreement to be applicable
to subconsultants.
25.5 Any substitution of subconsultant(s) must be approved in writing by
Commission’s Contract Administrator prior to the start of work by the subconsultant(s).
25.6 Exhibit “B” may set forth the rates at which each subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the Commission
to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for
both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or
in a Task Order. The subconsultant rate schedules and cost proposals contained herein
are for accounting purposes only.
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26. Equipment Purchase
26.1 Prior authorization, in writing, by Commission’s Contract
Administrator shall be required before Consultant enters into any unbudgeted purchase
order, or subcontract for supplies, equipment, or services. Consultant shall provide an
evaluation of the necessity or desirability of incurring such costs.
26.2 For purchase of any item, service or consulting work not covered in
the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s
Contract Administrator is required. Three competitive quotations must be submitted with
the request for such purchase, or the absence of bidding must be adequately justified.
26.3 Any equipment purchased as a result of this Agreement is subject
to the following: Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an
acquisition cost of $5,000 or more. If the purchased equipment needs replacement and
is sold or traded in, Commission shall receive a proper refund or credit at the conclusion
of this Agreement, or if this Agreement is terminated, Consultant may either keep the
equipment and credit Commission in an amount equal to its fair market value, or sell
such equipment at the best price obtainable at a public or private sale, in accordance
with established Commission procedures; and credit Commission in an amount equal to
the sales price. If Consultant elects to keep the equipment, fair market value shall be
determined at Consultant’s expense, on the basis of a competent independent appraisal
of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable
to by Commission and Consultant. If Consultant determines to sell the equipment, the
terms and conditions of such sale must be approved in advance by Commission. 2 CFR,
Part 200 requires a credit to Federal funds when participating equipment with a fair
market value greater than $5,000 is credited to the Project.
26.4 All subcontracts in excess $25,000 shall contain the above
provisions.
27. Labor Code Requirements.
27.1 Prevailing Wages.
(a) Consultant shall comply with the State of California’s General
Prevailing Wage Rate requirements in accordance with California Labor Code, Section
1770, and all Federal, State, and local laws and ordinances applicable to the Services.
(b) Any subcontract entered into as a result of this Agreement, if
for more than $25,000 for public works construction or more than $15,000 for the
alteration, demolition, repair, or maintenance of public works, shall contain all of the
provisions of this Section.
(c) When prevailing wages apply to the Services described in the
Scope of Services, transportation and subsistence costs shall be reimbursed at the
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minimum rates set by the Department of Industrial Relations (DIR) as outlined in the
applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
(d) Copies of the prevailing rate of per diem wages in effect at
commencement of this Agreement are on file at the Commission’s offices. Consultant
shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services available to interested parties upon
request, and shall post copies at the Consultant’s principal place of business and at the
project site. Consultant shall defend, indemnify and hold the Commission, its elected
officials, officers, employees and agents free and harmless from any claims, liabilities,
costs, penalties or interest arising out of any failure or alleged failure to comply with the
Prevailing Wage Laws.
27.2 DIR Registration. Since the Services are being performed as part
of an applicable “public works” or “maintenance” project, then pursuant to Labor Code
Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered
with the Department of Industrial Relations. Consultant shall maintain registration for the
duration of the Project and require the same of any subconsultants. This Project may
also be subject to compliance monitoring and enforcement by the Department of
Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day’s work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during
any one calendar day, and forty hours in any one calendar week, except when payment
for overtime is made at not less than one and one-half the basic rate for all hours worked
in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services
are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a
penalty, $50.00 for each worker employed in the execution of this Agreement by him, or
by any sub-consultant under him, for each calendar day during which such workman is
required or permitted to work more than eight hours in any calendar day and forty hours
in any one calendar week without such compensation for overtime violation of the
provisions of the California Labor Code, unless Consultant or the Services are not
subject to the Eight-Hour Law.
27.4 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant and
any subcontractor hereunder who employs workers in any apprenticeable craft or trade
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shall apply to the joint apprenticeship council administering applicable standards for a
certificate approving Consultant or any sub-consultant for the employment and training of
apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall
employ the number of apprentices provided for therein, as well as contribute to the fund
to administer the apprenticeship program in each craft or trade in the area of the work
hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant
28. Ownership of Materials/Confidentiality.
28.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
28.2 Intellectual Property. In addition, Commission shall have and retain
all right, title and interest (including copyright, patent, trade secret and other proprietary
rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer
programs or software and source code, enhancements, documents, and any and all
works of authorship fixed in any tangible medium or expression, including but not limited
to, physical drawings or other data magnetically or otherwise recorded on computer
media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under
this Agreement as well as any other such Intellectual Property prepared or developed by
or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
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wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly available and any other computer applications,
shall continue to be the property of the Consultant. However, unless otherwise identified
and stated prior to execution of this Agreement, Consultant represents and warrants that
it has the right to grant the exclusive and perpetual license for all such Intellectual Property
as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
28.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission,
be used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
28.4 Infringement Indemnification. Consultant shall defend, indemnify
and hold the Commission, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement,
for any alleged infringement of any patent, copyright, trade secret, trade name,
trademark, or any other proprietary right of any person or entity in consequence of the
use on the Project by Commission of the Documents & Data, including any method,
process, product, or concept specified or depicted.
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29. Indemnification. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold Commission, Caltrans and their directors, officials, officers,
employees, consultants, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, inverse condemnation,
and any claims related to property acquisition and relocation rules or failure to detect or
abate hazardous materials, which are brought by a third party, and which , in any manner
arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants, and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of consequential damages, expert
witness fees, and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
Commission, Caltrans, and their directors, officials, officers, employees, consultants,
agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against Commission, Caltrans or their directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Commission, Caltrans and their directors,
officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal
expenses and costs, including reasonable attorney’s fees, incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Commission, Caltrans or their directors, officials officers, employees, consultants, agents,
or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s
obligations as set forth in this Section 29 shall survive expiration or termination of this
Agreement.
30. Insurance.
30.1 Time for Compliance. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this Section, in a form and with insurance
companies acceptable to the Commission. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance
required under this Section.
30.2 Minimum Requirements. Consultant shall, at its expense, procure
and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees
or subcontractors. Consultant shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall
meet at least the following minimum levels of coverage:
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(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. Consultant shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit. Limits may be achieved by any combination of primary and excess or
umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage. Limits may be achieved by any combination of primary and
excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Practices Liability limits of $1,000,000 per accident.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. For Consultant, such insurance shall be in an amount not less than
$1,000,000 per claim. This insurance shall be endorsed to include contractual liability
applicable to this Agreement and shall be written on a policy form coverage specifically
designed to protect against acts, errors or omissions of the Consultant. “Covered
Professional Services” as designated in the policy must specifically include work
performed under this Agreement. The policy must “pay on behalf of” the insured and
must include a provision establishing the insurer's duty to defend. Subconsultants of
Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may consider written requests to lower
or dispense with the errors and omissions liability insurance requirement contained in
this Section for certain subconsultants of Consultant, on a case-by-case basis,
depending on the nature and scope of the Services to be provided by the subconsultant.
Approval of such request shall be in writing, signed by the Commission’s Contract
Administrator.
30.4 Aircraft Liability Insurance. Prior to conducting any Services
requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured
and maintained, aircraft liability insurance or equivalent form, with a single limit as shall
be required by the Commission. Such insurance shall include coverage for owned, hired
and non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf
of the Consultant.
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30.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by
the Commission to add the following provisions to the insurance policies:
(a) General Liability.
(i) Commercial General Liability Insurance must include
coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate
limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion
deleted; (7) contractual liability with respect to this Agreement; (8) broad form property
damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits
by one insured against another; or (3) contain any other exclusion contrary to this
Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20
10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall
be “primary and non-contributory” and will not seek contribution from the Commission’s
or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04
13, or endorsements providing the exact same coverage.
(b) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2)
the insurance coverage shall be primary insurance as respects the Commission, Caltrans
and their directors, officials, officers, employees and agents, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant’s scheduled underlying
coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and
their directors, officials, officers, employees and agents shall be excess of the
Consultant’s insurance and shall not be called upon to contribute with it in any way.
(c) Workers’ Compensation and Employers Liability Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer
to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with such provisions
before commencing work under this Agreement.
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(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and
agents for losses paid under the terms of the insurance policy which arise from work
performed by the Consultant.
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
set forth hereunder.
(ii) Requirements of specific coverage or limits contained
in this Section are not intended as a limitation on coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. It shall be a requirement
under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits set forth herein
shall be available to the Commission, Caltrans and their directors, officials, officers,
employees and agents as additional insureds under said policies. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage
of any insurance policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella
or excess insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non-contributory basis for the benefit of the
Commission (if agreed to in a written contract or agreement) before the Commission’s
own insurance or self-insurance shall be called upon to protect it as a named insured.
The umbrella/excess policy shall be provided on a “following form” basis with coverage
at least as broad as provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Consultant shall provide at least ten (10) days prior written notice of
cancellation of any such policy due to non-payment of premium. If any of the required
coverage is cancelled or expires during the term of this Agreement, the Consultant shall
deliver renewal certificate(s) including the General Liability Additional Insured
Endorsement to the Commission at least ten (10) days prior to the effective date of
cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be no
later than the effective date of this Agreement. Consultant shall maintain such coverage
continuously for a period of at least three years after the completion of the work under
this Agreement. Consultant shall purchase a one (1) year extended reporting period A)
if the retroactive date is advanced past the effective date of this Agreement; B) if the policy
is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy
with a retroactive date subsequent to the effective date of this Agreement.
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(vi) The foregoing requirements as to the types and limits
of insurance coverage to be maintained by Consultant, and any approval of said
insurance by the Commission, is not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to
this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any
policy of insurance required under this Agreement does not comply with these
specifications or is canceled and not replaced, Commission has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by Commission will be
promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, Commission may cancel this
Agreement. The Commission may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the
Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expense.
30.7 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Commission.
30.8 Verification of Coverage. Consultant shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. All certificates and endorsements must be received and
approved by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies, at any time.
30.9 Subconsultant Insurance Requirements. Consultant shall not allow
any subcontractors or subconsultants to commence work on any subcontract until they
have provided evidence satisfactory to the Commission that they have secured all
insurance required under this Section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
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approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
30.10 Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it
considers reasonable and prudent based upon risk factors that may directly or indirectly
impact the Project. In retaining this option Commission does not warrant Consultant’s
insurance program to be adequate. Consultant shall have the right to purchase
insurance in addition to the insurance required in this Section.
31. Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission
has determined that the Project will contain areas that are open to public traffic.
Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14,
and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions
for safe operation of its vehicles and the protection of the traveling public from injury and
damage from such vehicles.
32. Additional Work. Any work or activities that are in addition to, or otherwise
outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the
foregoing, the Commission’s Executive Director may make a change to the Agreement,
other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a
change which is “outside the scope” of the Agreement; in other words, work which should
not be regarded as having been fairly and reasonably within the contemplation of the
parties when the Agreement was entered into. An example of a change which is not a
Cardinal Change would be where, in a contract to construct a building there are many
changes in the materials used, but the size and layout of the building remains the same.
Cardinal Changes are not within the authority of this provision to order, and shall be
processed by the Commission as “sole source” procurements according to applicable
law, including the requirements of FTA Circular 4220.1D, paragraph 9(f).
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission’s Executive Director,
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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.
33. Prohibited Interests.
33.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, the Commission shall
have the right to rescind this Agreement without liability.
33.2 Consultant Conflict of Interest.
(a) Consultant shall disclose any financial, business, or other
relationship with Commission that may have an impact upon the outcome of this
Agreement, or any ensuing Commission construction project. Consultant shall also list
current clients who may have a financial interest in the outcome of this Agreement, or any
ensuing Commission construction project, which will follow.
(b) Consultant hereby certifies that it does not now have, nor shall
it acquire any financial or business interest that would conflict with the performance of
services under this Agreement.
(c) Any subcontract in excess of $25,000 entered into as a result
of this Agreement, shall contain all of the provisions of this Article.
(d) Consultant further certifies that neither Consultant, nor any
firm affiliated with Consultant, will bid on any construction subcontracts included within
the construction contract. Additionally, Consultant certifies that no person working under
this Agreement is also employed by the construction contractor for any project included
within this Agreement.
33.3 Commission Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service
with the Commission, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
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33.4 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee's regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for the Consultant, to solicit
or secure this Agreement, and that he/she has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or
formation of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to terminate this Agreement without liability pursuant to the terms
herein, or at its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift, or contingent fee.
33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant
warrants that this Agreement was not obtained or secured through rebates kickbacks or
other unlawful consideration, either promised or paid to any Commission employee. For
breach or violation of this warranty, Commission shall have the right in its discretion; to
terminate this Agreement without liability; to pay only for the value of the work actually
performed; or to deduct from the Agreement price; or otherwise recover the full amount
of such rebate, kickback or other unlawful consideration.
33.7 Covenant Against Expenditure of Commission, State or Federal
Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and
belief no state, federal or local agency appropriated funds have been paid, or will be paid
by or on behalf of the Consultant to any person for the purpose of influencing or
attempting to influence an officer or employee of any state or federal agency; a Member
of the State Legislature or United States Congress; an officer or employee of the
Legislature or Congress; or any employee of a Member of the Legislature or Congress,
in connection with the award of any state or federal contract, grant, loan, or cooperative
agreement, or the extension, continuation, renewal, amendment, or modification of any
state or federal contract, grant, loan, or cooperative agreement.
(a) If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence
an officer or employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in connection with this
Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached
instructions.
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(b) The Consultant's certification provided in this Section is a
material representation of fact upon which reliance was placed when this Agreement was
entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code
may result in a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
(c) The Consultant also agrees by signing this Agreement that
he/she shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
33.8 Employment Adverse to the Commission. Consultant shall notify the
Commission, and shall obtain the Commission’s written consent, prior to accepting work
to assist with or participate in a third-party lawsuit or other legal or administrative
proceeding against the Commission during the term of this Agreement.
34. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related
to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action hereunder, the Parties shall attempt
in good faith to resolve any dispute arising between them. The pendency of a dispute
shall not excuse Consultant from full and timely performance of the Services.
37.2. If the Parties are unable to resolve a dispute after attempting in good
faith to do so, the Parties may seek any other available remedy to resolve the dispute. If
either Party commences an action against the other Party, either legal, administrative or
otherwise, arising out of or in connection with this Agreement, the prevailing Party in such
litigation shall be entitled to have and recover from the losing Party reasonable attorneys'
fees and, all other costs of such actions.
38. Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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39. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect
in the construction or interpretation of any provision herein.
40. Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
AECOM Technical Services, Inc. Riverside County
Transportation Commission
999 W. Town and Country Road 4080 Lemon Street, 3rd Floor
Orange, CA 92868 Riverside, CA 92501
Attn: Matthew Gollan Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
41. Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms
and conditions contained in this Agreement shall control the actions and obligations of
the Parties and the interpretation of the Parties' understanding concerning the
performance of the Services.
42. Amendment or Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
45. Provisions Applicable When State Funds or Federal Funds Are Involved.
When funding for the Services under a Task Order is provided, in whole or in part, from
Caltrans, Consultant shall also fully and adequately comply with the provisions included
in Exhibit “C” (California Department of Transportation requirements) attached hereto and
incorporated herein by reference. When funding for the Services under a Task Order is
provided, in whole or in part, from the FTA, Consultant shall also fully and adequately
comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto
and incorporated herein by reference.
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46. Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited
to, the indemnification and confidentiality obligations, shall survive any such expiration or
termination.
47. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
48. Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require
every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with
such provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. Subpoenas or Court Orders. Should Consultant receive a subpoena or
court order related to this Agreement, the Services or the Project, Consultant shall
immediately provide written notice of the subpoena or court order to the Commission.
Consultant shall not respond to any such subpoena or court order until notice to the
Commission is provided as required herein, and shall cooperate with the Commission in
responding to the subpoena or court order.
51. 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.
52. Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
53. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
54. 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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31
SIGNATURE PAGE
TO
PROFESSIONAL SERVICES AGREEMENT
WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE
IN WITNESS WHEREOF, this Agreement was executed on the date first written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
[INSERT NAME]
Chair
Approved as to Form:
By:
Best, Best & Krieger LLP
General Counsel
AECOM TECHNICAL SERVICES, INC.
By:
Signature
Name
Title
ATTEST:
By:
Its: __________________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secretary, the
chief financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
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Exhibit A
EXHIBIT "A" - SCOPE OF WORK
The Commission intends to contract with an on-call “bench” of qualified consultants to provide for
Construction Management Services, Material Testing and Construction Surveying Services for
the construction of Rail, Transit and Commuter Rail Station Infrastructure and Facilities Capital
Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with
the terms of this RFQ and the Commission’s model agreement. The selected consultants will
supplement the work of the Commission Staff in accordance with the specifications described
herein.
Projects for which construction management and related services may be required include station
platform improvements, passenger shelters, station amenities, landscaping access ways
involving pedestrian connections, fencing for access control, parking lot improvements, bicycle
paths and bicycle storage solutions to facilitate active transportation in the stations. In addition,
construction management and related services may be required for station related track work,
signals, Quiet Zones and layover facilities. The foregoing generally described projects may
include upgrade to technology with improved ticket vending machines, customer information
kiosks, communicator upgrades, signage and potentially wireless connectivity.
List of Potential Projects
o Railroad Track Addition/Rehabilitation/Replacement
o Railroad Platform Expansion and Improvements
o Pedestrian At-grade Railroad Crossings
o Railroad Layover Facilities
o Railroad Signal Systems
o Railroad Grade Crossings
o Transit and Commuter Railroad Station Facility Improvements
o Parking Structure Design and Development
o Parking Lot Improvements, Rehabilitation and Expansions
o Pedestrian Bridge Structure
o Passenger Shelters
o Station Security and Safety Elements
As construction management support needs arise, the Commission will develop a brief scope of
work and will issue a request for task order proposals to the bench of contracted firms selected
pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified
based on a review of the task order proposals in accordance with the review criteria to be set forth
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Exhibit A
in the request for task order, and (ii) proposing a reasonable price, as determined by the
Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable
price for the task order work, negotiations shall commence with the next highest ranked firm, and
shall continue until a task order is awarded. For non-State or federally funded task orders, the
Commission may include price as a consideration in task order proposal evaluation and award,
and/or may issue task orders in accordance with procedures determined to be in the
Commission’s best interest.
Approval and authorization to proceed for the designated scope of work will be documented in
an Agreement Task Order (ATO). The consultant will be required to commence work within five
days or sooner after receiving a fully executed ATO.
Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected
consultant’s parent agreement.
These services will be funded using a variety of federal, state, and local funds. The consultant
shall meet all the requirements associated with the specific fund type associate with each ATO
and the funding will be identified at the time the scope of work is released.
2. PERFORMANCE REQUIREMENTS
2.1 Construction Management: Offeror shall furnish a Project Manager/Resident
Engineer to coordinate Offeror’s operations with Commission. The Project
Manager shall be responsible for all matters related to Offeror’s personnel and
operations. A Resident Engineer shall be assigned as a single point of contact to
direct and coordinate construction activities. Other Assistant Resident Engineers
may be assigned to specific project responsibilities as needed. The Resident
Engineer shall be a Civil Engineer, registered in the State of California, and shall
be in responsible charge of construction activity within the Project.
The number of Offeror’s personnel assigned to the Project will vary throughout the
duration of the agreement. Offeror’s personnel shall be assigned, in varying levels
of responsibility, as needed by the Offeror to meet the Project schedule and comply
with Project requirements.
Resumes of personnel shall be submitted to the Commission for review and
approval prior to approval of an ATO and assignment to the Project. The
Commission and Offeror will jointly determine the quality and quantity of services
that are required by Offeror personnel. Personnel selected for assignment by
Offeror shall be made available for personal interviews prior to acceptance by the
Commission. If, in the opinion of Commission, an individual lacks adequate or
appropriate experience, the individual may be rejected or may be accepted on a
trial basis until such time the individual's ability to perform the required services has
been demonstrated. If, at any time, the performance of Offeror personnel is
unsatisfactory to the Commission, the Commission may release him/her by written
notice and may require that another qualified person be assigned.
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Exhibit A
If Offeror personnel are on leave of absence, the Project Manager shall provide
approved, equally qualified replacement personnel until the assigned personnel
returns to the Project.
The typical workday includes all hours worked by the construction Contractor. If
necessary, overtime for Offeror personnel may be required. The construction
Contractor's operations may be restricted to specific hours during the week, which
shall become the normal workday for Offeror personnel. The Project Manager, with
concurrence from the Commission, shall have the authority to increase, decrease,
or eliminate Offeror personnel work hours’ dependent on the schedule and
requirements of the construction Contractor. All overtime required by Offeror
personnel shall be approved and authorized by the Commission prior to each
occurrence.
Offeror personnel shall be knowledgeable of and comply with all applicable local,
state, and federal regulations. Offeror personnel shall cooperate and consult with
the Commission and city officials during the course of the Project. Offeror’s
personnel shall perform duties as may be required to assure that construction is
performed in accordance with the Project plans and specifications. Offeror’s
personnel shall keep accurate and timely records and document all work performed
by the Contractor and Offeror.
Offeror shall monitor for Contractor’s compliance with the labor standards
provisions of the projects and the related wage determination decisions of the
Secretary of Labor.
Offeror’s personnel shall assist the Commission and local agencies in obtaining
compliance with the safety and accident prevention provisions of the projects. Local
agencies will retain jurisdictional control for traffic control outside of the Project’s
limits.
All services required hereunder shall be performed in accordance with California
Department of Transportation guidelines, regulations, policies, procedures,
manuals, and standards, except as noted in the special provisions.
2.2 Materials Testing: The number of field testing personnel assigned to the
Project will vary throughout the duration of the construction Contract. Offeror’s
personnel shall be assigned as needed by the Resident Engineer to meet the
schedule of the construction Contractor.
The Resident Engineer shall coordinate materials testing and inspection with the
Contractor to avoid delay.
The Commission intends to maintain a consistency of material testing quality
throughout each phase of each Project. Offeror is therefore encouraged to provide,
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Exhibit A
when possible, the same field personnel for the duration of construction of the
Project.
Resumes of materials testing personnel shall be submitted to the Commission for
review and approval prior to assignment to the Project. If, at any time, the level of
performance of any testing personnel is below expectations, Commission may
release that field person and require that another be assigned as needed.
If a member of Offeror's personnel is on a leave of absence, Offeror's Project
Manager will provide an equally qualified replacement employee until the original
member returns to work. The replacement employee shall meet all the
requirements of a permanently assigned employee.
All personnel shall be knowledgeable of, and comply with, all applicable local,
Caltrans, and federal regulations; cooperate and consult with the Commission and
local agency officials during the course of the agreement; and perform other duties
as may be required to assure that the construction is being performed in
accordance with the Project plans and specifications. Offeror’s personnel shall be
experienced in performing inspections and/or testing in accordance with
requirements described or inferred from the construction contract special provisions
and plans and shall keep records and document the work as directed by the
Resident Engineer and/or required by the local agency having jurisdiction. All
records will be provided to the Commission in both hard copy and electronic format
at the completion of the project. Also Commission staff shall be provided electronic
remote access to the Consultant document control system.
All services required hereunder shall be performed in accordance with Caltrans,
SCRRA, AREMA or applicable Specifications for Public Works (Greenbook)
regulations, policies, procedures, manuals, and referenced standards.
2.3 Construction Surveying: Offeror shall furnish a surveying crew to perform
construction surveys and final monumentation for the Project. The same survey
crew shall provide services throughout the duration of the construction contract.
Offeror’s personnel shall be assigned as needed by the Resident Engineer to meet
the schedule of the construction contractor.
It is the intent of the Commission to maintain a consistency of construction survey
quality throughout each phase of each project. Therefore, Offeror is encouraged to
provide the same field personnel for the duration of construction. It is important that
the Survey Party Chief(s) assigned to a project be completely familiar with the
horizontal and vertical control at the project site as well as survey and
documentation requirements for the Project.
Resumes of Offeror personnel and certification shall be submitted to the
Commission for review. Offeror personnel must be approved by the Commission
prior to assignment to a project. The Commission and Offeror will have the
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Exhibit A
responsibility of determining the quality and quantity of work performed by Offeror
personnel. If, at any time, the level of performance by Offeror’s personnel is below
expectations, Commission may release the survey crew member and require that
another be assigned.
If Offeror’s survey crew personnel assigned to the Project is on a leave of absence,
the Project Manager shall provide an equally qualified replacement(s) until the
original employee(s) returns to work. The replacement shall be required to meet all
the requirements of the permanently assigned employee.
Offeror’s personnel shall:
• Be knowledgeable of and comply with applicable building codes and local, state,
and federal regulations;
• Be knowledgeable of Caltrans surveying requirements;
• Cooperate and consult with Commission officials during the course of the
agreement;
• Perform duties as may be required to assure construction is performed in
accordance with the Project plans and specifications; and
• Keep records and document work as directed by the Resident Engineer.
All services required hereunder shall be performed in accordance with Caltrans
regulations, policies, procedures, manuals, and standards except as directed
otherwise by the Commission.
3. DUTIES AND RESPONSIBILITIES
3.1 Pre-construction Services
a Plan Review
Offeror shall review construction contract documents prior to construction. Tasks
include review of plans, specifications, technical reports, Resident Engineer’s
pending files, liaison with local agencies (including Building Permit requirements),
utility arrangements, operational arrangements with BNSF, SCRRA and/or RTA (as
needed), and existing station operations in order to verify completeness and
consistency of documents throughout the Project. As a minimum, Offeror shall
check for quantity discrepancies, potential detail conflicts, constructability, and
consistency between plans, specifications and pay items.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
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Exhibit A
b Schedule
Offeror shall review the Design Engineer’s proposed Project schedule with the
Project plans and specifications to determine if the proposed sequence and
duration of activities will provide for safe and expeditious completion of the Project.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
Offeror shall review the Design Engineer’s Project estimate with the Project plans
and specifications to verify that all aspects of the Project scope have been
addressed.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
3.2 Bid Process
a. Bidding Process
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid questions and draft responses;
2) Draft addenda to the bid documents;
3. Review of bidder’s documents;
4. Prepare bid tabulation.
b. Pre-construction Meetings
Offeror shall assist the Commission in conducting one or more, pre-
construction meetings with all involved parties on the Project. Parties may
include, but are not limited to, the Contractor, the Design Engineer, Caltrans,
city officials, and utility companies.
c. Contract Award
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid for completeness and responsiveness.
2) Perform bid analysis.
3) Review of procedural items.
4) Check Contractor references, licenses, insurance, and sureties.
5) Coordinate with prospective Contractor for scheduling of award of the
construction contract.
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Exhibit A
All processes shall be consistent with procedures outlined by the California
Department of Transportation for Special Funded Programs and/or relevant
Commission procedures.
3.3 Construction Project Administration
a. Offeror shall administer Project construction contract using Caltrans
Construction Manual as a guideline.
b. Offeror shall conduct regular Project coordination meetings with Contractor,
Commission, local agencies, and Design Engineer, as appropriate.
c. Offeror shall review and approve the Contractor’s Baseline Schedule and
subsequent Updates and track weather or unsuitable site conditions on a
weekly basis.
Offeror shall prepare construction progress payments in conjunction with the
Contractor per contract requirements and maintain payment records and
supporting documentation. All progress payments shall be reviewed by the
Commission for approval.
d. Offeror shall establish and maintain Project records. Project record keeping
shall include, but is not limited to the following: correspondence,
memoranda, contract documents, change orders, claims, Commission and
engineer directives, meeting minutes, shop drawings, as-built changes,
materials records, survey data, supplemental drawings, progress payments
and requirements listed elsewhere. Offeror shall maintain a record of the
names, addresses, and telephone and fax numbers of the Contractor,
subcontractors, and principal material suppliers.
e. Offeror shall establish and maintain a filing system for each Project using the
Caltrans Construction Manual as a guideline.
f. Offeror shall review and approve Contractors’ construction schedules per
contract requirements on an ongoing basis and alert the Commission to
conditions that may lead to delays in completion of the Project.
g. Offeror shall prepare and submit a Monthly Project Report (MPR). The MPR
shall include construction activity, accomplishments, safety and traffic
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Exhibit A
issues, and status of Requests for Information (RFIs), submittals, current
issues, Contract Change Orders (CCOs) and current Project budget and
schedule. The format and contents of the MPR will be determined by RCTC.
Provision of an MPR acceptable to the Commission will be a condition
precedent for payment of the CM’s invoices.
h. Offeror shall review and ensure compliance with environmental
requirements.
i. Offeror shall ensure that the Project meets all provisions of the Caltrans
Quality Assurance Program Manual.
j. Offeror shall conduct labor interviews and review Contractors’ certified
payroll records/fringe benefit statements, etc. and maintain records to assist
the Commission with monitoring labor compliance, DBE, and equal
employment opportunity (EEO) requirements.
k. Offeror shall ensure that the Project meets all provisions of an approved
Storm Water Pollution Prevention Plan (SWPPP) and/or Water Pollution
Control Plan (WPCP) and coordinate with the State Water board by providing
data into their SMARTS system.
l. Offeror shall assure that the Project meets all applicable regulations of the
Air Quality Management District (AQMD).
3.4 Construction Project Coordination
a. Offeror shall provide a qualified Resident Engineer and other qualified
assistant Resident Engineers, as needed to effectively manage the Project.
b. Offeror Resident Engineer shall act as a single point of contact between
Contractor, the Commission, Offeror’s construction surveyor, Offeror’s
materials inspector, and utility companies. Offeror may, when requested by
the Commission, act as point of contact between Design Engineers,
Caltrans, cities with jurisdiction, utilities, and the public.
c. Offeror shall maintain regular contact with the Commission’s Construction
Manager.
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Exhibit A
d. Offeror shall review contract plans and special provisions for possible errors
and deficiencies prior to construction of any specific element and report such
findings to Commission. Should the Commission determine that changes
are necessary, Offeror shall prepare Contract Change Orders (CCOs) and
supporting transmittal memoranda in accordance with construction contract
documents and Commission procedures.
e. Offeror shall monitor, coordinate, and track construction progress to ensure
the Project proceeds on schedule and according to the order of work
required in the plans and special provisions. Offeror shall direct the
Contractor, in conjunction with Commission, to expedite work, as required,
to maintain schedule.
f. Offeror shall coordinate review of shop drawings and Requests for
Information (RFI) with the Design Engineer and RCTC’s Construction
Manager. Offeror shall log and track all submittals and RFIs.
g. Offeror shall provide a qualified SWPPP coordinator who shall review
Contractor-prepared Storm Water Pollution Prevention Plans (SWPPP) and
coordinate approval with the cities with jurisdiction and the Commission.
Offeror shall cooperate with Caltrans and/or monitoring agencies during
inspections and field reviews.
h. Offeror shall coordinate the implementation of any changes with the
Construction Manager and the Design Engineer.
i. Offeror shall review and approve Traffic Control Plans and forward to
Commission as necessary.
j. Offeror shall coordinate all Project construction activities with other on-going
projects within and adjacent to the Project limits.
k. Offeror shall coordinate all Project construction activities with existing Station
operations.
3.5 Construction Inspection
a. Offeror shall coordinate all construction inspection and special inspections
that may be required by local agencies for the Project. Offeror shall ensure
that appropriate city and local agency are notified and present as required
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Exhibit A
throughout the Project. Offeror shall notify the Commission immediately
regarding any directives, recommendations, notices, etc. received from
agencies other than Commission.
b. Offeror shall perform and document daily on-site inspections of the progress
and quality of construction to determine if the work being performed is in
general conformance with the contract documents, all applicable laws,
codes, and ordinances.
c. Offeror shall exercise reasonable care and diligence to discover and
promptly replace, correct, and/or mitigate all defects or deficiencies in the
materials or workmanship used in the Project. Any such deficiencies and
their resolution shall be reported to the Commission.
d. Offeror personnel assigned to the Project shall be thoroughly familiar with
contract special or technical provisions provided by the Design Engineer, ,
Standard Specifications and RCTC’s General Conditions/Instructions to
Bidders, Caltrans, SCRRA, Greenbook Standard Plans and City’s building
permit requirements and conditions of approval as they apply to the Project.
Offeror personnel shall have the ability to read and interpret construction
plans and specifications. Offeror personnel shall also have knowledge of
State of California Construction Safety Orders (CalOSHA) and traffic control
practices as specified in the Work Area Traffic Control Handbook (WATCH).
In addition, Offeror personnel shall be familiar with the construction
requirements of the Caltrans Storm Water Pollution Prevention Program.
e. Assignments to be performed by Offeror personnel shall include, but are not
limited to, the following:
1) Inspect installation of dry and wet utilities, inspection and testing of
subgrade, aggregate base and paving, inspection of signage,
pavement markings, and traffic striping, inspection of building
foundation and wood frame building construction, inspection of
retaining wall construction, landscaping and landscape irrigation,
signals, electrical and systems installation and related construction
activities. Work shall include checking grade and alignment,
construction traffic control, and any other duties that may be required
to determine that construction of the Project is being performed in
accordance with the contract documents;
2) Identify actual and potential problems associated with the Project and
recommending sound engineering solutions;
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Exhibit A
3) Maintain awareness of safety and health requirements. Monitoring
Contractors’ compliance with applicable regulations and construction
contract provisions for the protection of the public and Project
personnel;
4) Prepare complete and accurate daily reports, engineering
calculations, materials records, payment quantity documents, reports,
and correspondence related to Project activities. Documents shall be
sufficient to document actual cost of force account work (time and
materials payment);
5) Prepare construction sketches, drawings, and cross-sections, as
necessary;
6) Maintain contemporaneous records of all additions or deviations from
the approved plans for preparation of as-built plans;
7) Inspect for environmental compliance;
8) Arrange for lane closures in accordance with City of jurisdiction’s
procedures and coordinate any work with the California Highway
Patrol and/or City’s Public Works Department;
9) Maintain awareness of water discharge requirements. Monitor
Contractors’ compliance with applicable regulations and construction
contract provisions;
10) Monitor Contractors’ compliance with applicable regulations required
by AQMD;
11) Ensure Contractors’ compliance with Project Environmental
Commitment Record; and
12) Other duties as may be required or reasonably requested.
3.6 Construction Project Support
a. Construction Surveys
Offeror shall perform construction surveying services, field calculations, and home
office calculations to support construction of the Project. Offeror may be requested
to review available survey data, construction plans, and right-of-way plans to
confirm compatibility and to identify discrepancies prior to and during construction.
The Resident Engineer shall review survey requests from the Contractor and
arrange for the work, as appropriate. Requests may include, but not be limited to,
the following types of surveys and related services:
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Exhibit A
1) Construction Surveys
Offeror shall assist the Resident Engineer in all phases of construction staking
and calculations as needed.
Survey calculations and adjustments shall be performed with established and
computed coordinates based on the California Coordinate System.
Cross-section data collection shall be performed by conventional and terrain
line interpolation survey methods.
Survey data shall include topography, cross-section, and other survey data in
computer formats compatible with the Caltrans computer survey and design
systems.
Prepare and maintain survey documents. Survey documents include survey
field notes, maps, drawings, and other survey documents.
Perform construction staking, including (where required) but not limited to:
• Utility locations (new and as-built);
• Clearing limits;
• Slope staking;
• Rough grade;
• Finish grade;
• Building layout;
• Storm drain, sanitary sewer, and irrigation systems; and
• Curbs, gutters, and sidewalk
Monitor for settlement, if required.
Global Positioning Satellite (GPS) equipment shall be utilized if required by the
Commission.
2) Right of Way Lines
Existing right of way shall be established from Commission record information
and existing monumentation.
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• Perpetuate existing monumentation. Includes restoring, renewing,
referencing, and resetting existing boundary related monumentation
and bench marks. In addition, stake areas where construction disturbs
the existing right of way, preparing and filing required maps and records.
• Final monumentation. Includes setting of centerline points of control upon completion
of construction and documenting control bench marks on as-built plans.
3) Special Design – Data Surveys
Includes drainage, utility, and surveys that might be required for special field
studies.
b. Materials Testing and Geotechnical Services
Offeror shall provide experienced personnel, equipment, and facilities to perform
various construction materials sampling and testing. Laboratory and field materials
testing shall be used to ensure that construction work conforms to the applicable
requirements of the City with jurisdiction, Caltrans standards and specifications,
and the Design Engineer’s technical provisions for material quality and
workmanship.
All field and laboratory testing shall be performed in accordance with California Test
Methods or test methods specified by the Design Engineer in the technical
provisions of the Contract.
Offeror shall be responsible for the accuracy and completeness of all test data
compilation and results.
All material test results shall be provided in accordance with the applicable
Standard Specifications and Special Provisions, and California Test methods or
procedures set forth by the Design Engineer or the city with jurisdiction. Failing
tests shall be immediately reported internally to the Resident Engineer. All test
results shall be recorded on appropriate forms. The test documents shall be legible
and show the identity of the tester where appropriate. A summary sheet containing
all results of a particular regime of tests shall be developed and kept current.
All test results and inspection reports shall be available to the Commission during
construction and proved at the conclusion of construction.
c. Permits
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Exhibit A
Offeror shall review construction of the Project for permit compliance and
coordinate with Commission and the Design Engineer to ensure that necessary
permits are obtained. Offeror shall assist Commission in the coordination, timely
processing and verification of approval for all permits. Offeror shall maintain
permits and permit documentation on site.
3.7 Construction Cost and Schedule
a. Offeror shall monitor and track the following:
1) Contract pay item quantities and payments;
2) Contract Change Orders;
3) Supplemental work items;
4) Agency and/or State furnished materials;
5) Materials-on-hand but not installed;
6) Anticipated extra work balance;
7) Contingency balance; and
8) Project budget.
b. Offeror shall review and monitor Contractor’s schedule and inform
Commission of any significant changes or deviations in the schedule.
c. Offeror shall provide and maintain a Project staffing plan of field office
personnel. In cooperation with Commission, the staffing plan shall be
periodically updated to reflect Project progress and needs.
3.8 Construction Contract Change Orders and Claims
a. Offeror shall receive and evaluate requests for changes and/or substitutions
by the Contractor. Offeror shall coordinate proposed changes with the
Commission’s Construction Manager and shall prepare and submit Contract
Change Orders to the Commission for approval accompanied by Offeror’s
Transmittal Memo describing background information, reasons for the
change and proposed method of payment and/or adjustment of contract
time.
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Exhibit A
b. Offeror shall attempt to avoid all unnecessary Contract Change Orders.
When a Contract Change Order is necessary, Offeror shall consult with the
Commission prior to its preparation. Unless directed otherwise by
Commission, the preferred method of payment for Contract Change Orders
should be as follows:
1) Agreed Price;
2) Adjustment in compensation to a bid item; and
3) Time and materials or Force Account.
c. Offeror shall identify and preemptively attempt to resolve all potential claims,
track and monitor unresolved claims, and implement a claims avoidance
process.
d. Offeror shall assist Commission, as requested, in the identification,
resolution, and final disposition of claims filed by the Contractor or third
parties against Commission or the Project.
3.9 Safety
In addition to the requirements specified elsewhere in this contract, the following
shall also apply:
a. Offeror shall implement and conduct a comprehensive safety program
including regular tail-gate safety meetings for Offeror’s personnel;
b. Offeror shall prepare an Illness and Injury Protection Plan;
c. Offeror shall provide monthly safety status reports;
d. Offeror shall comply with State of California Construction Safety Orders
and provisions of the Caltrans Construction Manual as appropriate;
e. Offeror shall provide appropriate safety training for all Offeror field
personnel;
f. Offeror shall provide all necessary safety equipment as required for Offeror
personnel.
3.10 Construction Project Close Out
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a. Offeror shall conduct a final walk-through with the Commission and Design
Engineers.
b. Offeror shall prepare a list of items to be completed and/or corrected by the
Contractor [Punch List] for final completion of the Project.
c Offeror shall review and verify completeness of as-built drawings.
d. Offeror shall prepare final construction reports including the Project
Completion Report.
e Offeror shall prepare and deliver to the Commission all Project files in
accordance with Commission’s and Caltrans policies.
f. Offeror shall assist the Commission and Contractor in obtaining final release
of all Project permits.
4. DELIVERABLES
In addition to the requirements described above, the Offeror shall provide the
following:
a. Offeror ’s Illness and Injury Prevention Plan as described in the CalOSHA
Construction Safety Orders.
b. Correspondence to/from Contractor, Resident Engineers’ daily reports,
Assistant Resident Engineers’ daily reports, and extra work diaries.
c. Approved Project Baseline Schedule and Monthly Updates with analysis with
Weekly Statements of Working Days.
d. Monthly Project Reports.
e. Listing of approved submittals with supporting information.
f. RFI submittals and responses.
g. Monthly Construction Contract progress payments, back-up documentation,
and support information as requested.
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Exhibit A
h. Contractor final payment documents, delivered to Commission no later than
ten (10) working days after acceptance by Commission of the completed
construction Projects.
i. Project Completion Report.
j. All Project files, Project reports, correspondence, memoranda, shop
drawings, Project logs, change order data, claims and claim reports, and
Contractor payment records.
k. Certified payrolls and fringe benefit statements for all employees, Offeror
and Contractor, who are subject to the State and/or Federal prevailing wage
rates.
l. All materials test results and field testing and/or testing reports. Include
reports required by the city’s building officials.
m. Unless otherwise specified in the survey request, the deliverables shall
conform to the following:
1) Survey points, lines, and monuments shall be established, marked,
identified, and referenced as required by survey request and
requirements herein; and
2) Survey notes, drawings, calculations, and other survey documents and
information shall be completed as required by the survey request and
the requirements herein.
n. All original survey documents resulting from this agreement, including
original field notes, adjustment calculations, final results, and appropriate
intermediate documents, shall be delivered to the Resident Engineer and
shall become the property of the Commission. A copy of all survey
documents furnished by Commission shall be retained by Offeror for future
reference.
When the survey is performed with a total station survey system, the original
field notes shall be submitted as a hard copy in a readable format of the data
(observations) originally collected and submitted by the survey party. The hard
copy shall be signed by the Party Chief. If the Party Chief is not licensed, the
person in “responsible charge” will be required to sign.
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Exhibit A
o. Deliverables to the Resident Engineer shall follow the format specified
below:
• Horizontal Control;
• Alpha numeric hard copy point listing with adjusted California
Coordinate System northing and eastings and the appropriate
descriptions;
• Vertical Control;
• Alpha numeric hard copy benchmark listing with adjusted elevations
compatible with the design datum;
• Topography; and
• Alpha-numeric hard copy listing, hard copy drawing, and computer
aided drawing and design (CADD) digital drawing. The CADD drawing
shall be compatible with the systems utilized by Caltrans or SCRRA
(Metrolink).
Data collection method used to collect cross-section data and the coding
(feature description) of terrain data for cross-sections shall conform to the
survey request requirements. Deliverables shall depend on the data collection
method as follows:
• Conventional Cross – Sections (each cross – section):
For each cross - section and alpha numeric listing, a hard copy drawing,
and a computer formatted file compatible with the systems utilized by
Caltrans.
• Terrain Line Interpolation Cross – Section Data (each terrain line
interpolation survey):
Terrain line interpolation cross – sections shall include an alpha numeric
listing, a hard copy plan view drawing of the terrain lines, and a
computer input file. The computer input file shall be provided in a format
compatible with the systems utilized by Caltrans.
p. Data Collector Data
If specified in the survey request, the raw data from the data collector shall be provided
in a format conforming to the survey request requirements.
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q. Other
As specified in the survey request.
5 EQUIPMENT AND MATERIAL TO BE PROVIDED BY OFFEROR
As agreed with Commission’s Project Manager, the Offeror shall provide the
following:
1) Office facilities including, telephones, desks, chairs, computers, and
appropriate office equipment. One (1) office with a desk, chair,
telephone, and computer shall be reserved for the Commission.
2) Tools and equipment including software, materials, supplies, miscellaneous
tools, and safety equipment required for its personnel to perform the
services accurately, efficiently, and safely. Only those items listed in
Attachment B, Offeror’s Cost Proposal, shall be reimbursed by the
Commission as agreed by the Commissions’ Project Manager.
3) Offeror personnel shall be provided with a mobile radio, cellular phone, or
other means to assure full-time communication. If a radio system is used,
Offeror shall provide a base station at the field office.
4) Materials Testing facilities shall be fully equipped at all times to perform the
services required, including but not limited to the following:
A laboratory in close proximity to the Project shall be required. The type and
location of the lab should be such that it can meet the needs of the Project
in an efficient, time effective manner. The laboratory shall be fully staffed,
equipped, and supplied to conduct all required soils, materials, and concrete
breaking tests in a timely manner.
Each vehicle shall be fully contained with all necessary equipment and
supplies necessary to perform the field sampling and tests required.
Field personnel shall be provided with all necessary safety equipment to
permit work to be performed safely and efficiently within operating highway
and construction zone environments.
All laboratory and testing equipment shall be calibrated per Section 3-10
and 3-11 of Caltrans’ Quality Assurance Program Manual.
5) Survey equipment and supplies shall be provided to complete the required
survey work. Equipment and supplies shall, include, but not be limited to:
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Exhibit A
a. Survey vehicles
Survey vehicles will be suitable to perform the required work encountered on
the project. Vehicles shall be fully equipped with all necessary tools,
instruments, supplies, and safety equipment required to perform the work
accurately, efficiently, and safely. Vehicles shall be equipped with a flashing
yellow beacon light.
b. Data Processing Systems
Data processing systems shall include hardware and software to:
• Performing survey and staking calculations from the design plans and
specifications;
• Reduce survey data collected with conventional and total station
survey systems;
• Perform network adjustments for horizontal and vertical control
surveys; and
• Format survey data to be compatible with the Caltrans computer
survey and data system.
c. Drafting equipment and supplies.
d. Digital calculators.
e. Hand tools as appropriate for the requested survey work.
f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height (minimum).
g. Traffic control devices as required to perform the requested survey work. Traffic
control devices include signs, sign bases, flags, and hand held signs.
h. Leveling instruments and equipment:
• Self-leveling level. Precision: standard deviation in one mile of double
run leveling 0.005 feet or less; and
• Suitable level rods for the work to be performed.
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i. Distance measuring instruments and equipment:
• Electronic distance measurer (EDM). Precision: standard deviation 3 mm
plus 3 PPM, or less; Range: Minimum one mile under average
atmospheric conditions;
• Prisms, sufficient to perform the required work; and
• Tapes; steel, cloth.
j. Angle measuring instruments and equipment:
• Theodolite for non-control surveys; Precision: direct circle reading to
three seconds, or equivalent, horizontal and vertical; and
• Targets as required to perform the work.
k. When required for efficient survey operations, total station survey systems
consisting of an electronic angle measuring instrument, EDM, and electronic
data collector shall be provided. The angle measuring instruments and EDM
shall conform to the requirements for the equipment previously listed.
l. Radio or cellular communications equipment for communication between field
office and field crews.
m. Caltrans or SCRRA manuals, standards, forms, and other policies and
procedures to be followed to perform the required work.
n. Lighting may be required for nighttime survey work.
6 MATERIALS TO BE FURNISHED BY COMMISSION
1) The Commission will provide copies of all Project construction documents
including plans, special provisions, reports, designer prepared Resident
Engineer files, and contracts.
2) The Commission will provide copies of all previously secured permits and
Project authorizations.
3) Appropriate forms for recording test data in accordance with Caltrans
practices and procedures outlined in the “Manual of Test”.
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Exhibit A
7 STANDARDS
All construction inspection, surveys, materials sampling and testing, and contract
administration shall be in accordance with the Project bid documents, special
provisions, plans, and current applicable Caltrans or Metrolink Manuals including:
1) Construction Manual and its revisions;
2) Quality Assurance Program Manual;
3) Manual of Traffic Controls for Construction and Maintenance Work Zones;
4) Local Agency Standards and latest edition of the California Uniform Building
Code;
5) SCRRA Standard Plans and Specifications.
Work not covered by the manuals shall be performed in accordance with accepted
professional standards.
Surveys performed by Offeror shall conform to the requirements of the Land
Surveyor’s Act. In accordance with the Land Surveyor’s Act, “responsible charge”
for the work shall reside with the Licensed Land Surveyor or a pre-January 1, 1982,
Registered Professional Civil Engineer in the State of California.
Unless otherwise specified in the survey request, control surveys shall conform to
second order (modified) accuracy standards as specified in the Caltrans “Survey
Manual”.
Additional standards for specific survey work may be included in the applicable
request for survey. Such standards supplement the standards specified herein. If
additional standards conflict with the standards specified herein, the “Survey
Request’s” standard shall govern.
The Commission will decide all questions which may arise as to the quality or
acceptability of deliverables furnished and work performed for this agreement. Any
Offeror employee who does not perform adequately shall be replaced if directed by
the Commission Construction Manager.
8 AVAILABILITY AND WORK HOURS
The typical workday includes all hours worked by the Commission’s construction
Contractor. The construction Contractor’s operations may be restricted to specific
hours during the week, which will become the normal workday for Offeror’s
personnel.
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Exhibit A
Unless otherwise directed by Commission, the normal work week will consist of 40
hours. From time to time, overtime may be required. However, overtime will be
worked only when approved in writing by Commission.
9 LIMITATIONS OF AUTHORITY
Offeror does not have the authority to:
1) Authorize deviations from the Contract documents;
2) Approve substitute materials or equipment; except as authorized in writing by
Commission;
3) Conduct or participate in tests or third party inspections; except as authorized in
writing by Commission;
4) Assume any of the responsibilities of the Contractors, Contractors’
Superintendent, or subcontractors;
5) Exercise control over or be responsible for construction means, methods,
techniques, sequences, procedures, or safety precautions;
6) Communicate directly with subcontractors or material suppliers without the prior
consent of the Contractor;
7) Verbally authorize or approve change orders or extra work for the Project; and
8) Offer or receive incentives, inducements, or other forms of remuneration to or
from the Contractor to perform services or work outside the terms of any
executed contracts for this Project.
10 THIRD PARTY RELATIONSHIPS
This Agreement is intended to provide unique services for a specific project. In the
development of the Project, Commission has worked closely with local jurisdictions
such as the city of Riverside and others in the preparation of the construction
documents and other Project related materials. The Commission, however, is
solely responsible for and will be the sole point of contact for all contractual matters
related to the Project. Offeror shall take direction only from the Commission and
shall regularly inform only Commission of Project progress, outstanding issues,
and all Project related matters.
During the course of the Project, Offeror may find occasion to meet with city
representatives, the Design Engineer, or other third parties who have assisted with
the Project. These entities may, from time to time, offer suggestions and/or
recommendations regarding the Project or elements of the Project. While the
Commission enjoys a close relationship with and has considerable confidence in
the capabilities of these other parties, Offeror shall not act on any suggestions,
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Exhibit A
solicited or unsolicited, without obtaining specific direction from the Commission.
All oral and written communication with outside agencies or Offeror’s related to the
Project shall be directed only to the Commission. Distribution of Project related
communication and information shall be at the sole discretion of Commission
representatives.
11 CONSTRUCTION SITE SAFETY
In addition to the requirements specified elsewhere in this agreement, the following
also shall apply:
1) Offeror shall conform to the safety provisions of the Caltrans Construction
Manual;
2) Offeror’s field personnel shall wear white hard hats with proper suspension,
orange vests with reflective tape, sleeved shirt, long pants, and leather boots
with ankle support and rubber soles with steel toe protection at all times while
working in the field;
3) Offeror shall provide appropriate safety training for all Offeror’s personnel
including rail safety for BNSF or Metrolink, as appropriate; and
4) All safety equipment shall be provided by Offeror.
12 BASIS FOR SURVEY AND MONUMENT STAKING
Survey shall be based upon existing horizontal and vertical control and existing
pavement elevations.
Monuments established by Offeror shall be marked by Offeror with furnished disks,
plugs, tags. In addition, Offeror shall identify Offeror-established monuments by
tagging or stamping the monuments with the license or registration number of
Offeror’s surveyor who is in “responsible charge” of the work.
13 PERSONNEL QUALIFICATIONS AND RESPONSIBILITIES
The quantity and qualifications of field personnel to be assigned will be determined by the
scope of the Project and the degree of difficulty of required tasks to be performed. All
personnel and personnel assignments shall be subject to approval by the Commission.
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Exhibit B
EXHIBIT "B"- COMPENSATION AND PAYMENT
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FIRM PROJECT TASKS/ROLE COST
AECOM Construction Management Services 8,000,000.00$
C2PM Civil/Structural Inspection TBD
Guida Surveying Construction Surveying TBD
Leighton Consulting Materials Testing TBD
Pacific Railway Enterprises, Inc.Transit Inpection, System Startup and Testing TBD
Wabtec/Xorail Transit Inpection, Systems Startup and Testing,
signaling (wireless crossing)TBD
8,000,000.00$ TOTAL COSTS
1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however,
the maximum total compensation authorized may not be exceeded.
EXHIBIT "B"
Prime Consultant:
Sub Consultants:
COMPENSATION SUMMARY1
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Exhibit C-1
EXHIBIT "C"
CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS
1. STATEMENT OF COMPLIANCE.
A. Consultant’s signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that Consultant has, unless exempt,
complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition (e.g.,
cancer), age (over 40), marital status, and denial of family care leave. Consultant and
subconsultants shall insure that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and harassment. Consultant
and subconsultants shall comply with the provisions of the Fair Employment and Housing
Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there
under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing Commission implementing Government
Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California
Code of Regulations, are incorporated into this Contract by reference and made a part
hereof as if set forth in full. Consultant and its subconsultants shall give written notice of
their obligations under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
2. DEBARMENT AND SUSPENSION CERTIFICATION
A. Consultant’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that Consultant has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment
rendered against it by a court of competent jurisdiction in any matter involving fraud or
official misconduct within the past three (3) years. Any exceptions to this certification must
be disclosed to Commission.
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Exhibit C-2
B. Exceptions will not necessarily result in denial of recommendation for award, but will
be considered in determining Consultant responsibility. Disclosures must indicate to
whom exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by
the General Services Administration are to be determined by the Federal highway
Administration.
3. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this Agreement for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the
Consultant receives from the Commission. Any delay or postponement of payment from
the above referenced time frame may occur only for good cause following written approval
of the Commission.
4. RELEASE OF RETAINAGE
No retainage will be withheld by the Agency from progress payments due the prime
consultant. Retainage by the prime consultant or subconsultants is prohibited, and no
retainage will be held by the prime consultant from progress due subconsultants. Any
violation of this provision shall subject the violating prime consultant or subconsultants to
the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair
any contractual, administrative, or judicial remedies, otherwise available to the prime
consultant or subconsultant in the event of a dispute involving late payment or
nonpayment by the prime consultant or deficient subconsultant performance, or
noncompliance by a subconsultant. This provision applies to Consultant and its
subconsultants.
5. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law,
either Party to this Agreement may, where applicable, seek legal redress for violations of
this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the
relevant federal or state statutory provisions governing civil rights violations, and to the
relevant federal and state provisions governing false claims or “whistleblower” actions, as
well as any and all other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, and by signing this Agreement,
Consultant certifies under penalty of perjury that no more than one final unappealable
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Exhibit C-3
finding of contempt of court by a federal court has been issued against Consultant within
the immediately preceding two-year period, because of Consultant’s failure to comply with
an order of a federal court that orders Consultant to comply with an order of the National
Labor Relations Board.
7. INVENTIONS.
Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall
comply with Federal requirements and regulations pertaining to patent rights with respect
to any discovery or invention which arises or is developed in the course of or under the
Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and
Data Rights to Subpart D, Part 600.
8. ENVIRONMENTAL COMPLIANCE
A. Compliance with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in
excess of $100,000).
B. Mandatory standards and policies relating to energy efficiency which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant
shall comply with mandatory standards and policies relating to energy efficiency which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by
reference in this Contract. (10 CFR 600.236(i)(13).)
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Exhibit D-1
EXHIBIT "D" - FTA PROVISIONS
FTA FUNDING REQUIREMENTS (Non-construction/maintenance work)
As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or
“Contract” shall have the same meaning as the “Agreement.”
1. No Obligation by the Federal Government
a. RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the Federal Government, the Federal Government is not a party to this
contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any
other party (whether or not a party to that contract) pertaining to any matter resulting from the
underlying contract.
b. The Consultant agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subconsultant who will be subject to its provisions.
2. Program Fraud and False or Fraudulent Statements or Related Acts
a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition
to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate.
b. The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance originally
awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to
impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent
the Federal Government deems appropriate.
c. The Consultant agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be
modified, except to identify the subconsultant who will be subject to the provisions.
3. Access to Records
The Consultant agrees to the following access to records requirements:
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Exhibit D-2
a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or
any of their authorized representatives access to any books, documents, papers and records of the
Consultant which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to
provide the FTA Administrator or his authorized representatives including any PMO Consultant
access to Consultant's records and construction sites pertaining to a major capital project, defined at
49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described
at 49 U.S.C. 5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement, as defined
above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records
related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any
authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract for a period
of not less than three years after the date of termination or expiration of this contract, except in the
event of litigation or settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General,
or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims
or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy
excerpts and transcriptions as reasonably needed.
4. Federal Changes
The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master
Agreement between RCTC and FTA, as they may be amended or promulgated from time to time
during the term of this contract. Consultant's failure to so comply shall constitute a material breach
of this contract.
5. Civil Rights
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C.
§ 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49
U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed,
national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the
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Exhibit D-3
Consultant agrees to comply with all applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs,
Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which
implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by
Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment
Opportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders,
regulations, and Federal policies that may in the future affect construction activities undertaken in
the course of the Project. The Consultant agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without regard to their race, color,
creed, national origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements
FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of
1967, as amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment
Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29
C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S.
Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or
Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to
refrain from discrimination against present and prospective employees for reason of age. In addition,
the Consultant agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as
amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §
12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and
Federal transit law at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against
individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities. In addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
(3) The Consultant also agrees to include these requirements in each subcontract financed in whole
or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
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Exhibit D-4
6. FTA Disadvantaged Business Enterprise (DBE) Requirements
A. General DBE Requirements: In accordance with Federal financial assistance agreements with
the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged
Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26,
“Participation by Disadvantaged Business Enterprises in Department of Transportation Programs”
(the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that
Commission achieves its overall DBE Program goals and objectives, Commission encourages the
participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or
in part with U.S. DOT funds.
It is the policy of the Commission to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to
participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities;
and
7. Assist in the development of firms that can compete successfully in the marketplace outside the
DBE program.
B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49
CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations.
C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while
benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE
Program, Commission does not establish numeric race-conscious DBE participation goals on its
DOT-assisted contracts. There is no FTA DBE goal on this Project.
Consultant shall not be required to achieve a specific level of DBE participation as a condition of
contract compliance in the performance of this DOT-assisted contract. However, Consultant
shall adhere to race-neutral DBE participation commitment(s) made at the time of award.
D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award):
At termination of the Contract, the successful Consultant shall complete and submit to Commission
a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event
DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable
reporting requirements.
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Exhibit D-5
E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE
Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and
supply the materials for which they are listed, unless Consultant has received prior written
authorization from Commission to perform the work with other forces or to obtain the materials from
other sources. Consultant shall provide written notification to Commission in a timely manner of any
changes to its anticipated DBE participation. This notice should be provided prior to the
commencement of that portion of the work.
F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this
Agreement, the decertified subconsultant shall notify Consultant in writing with the date of
decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this
Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification.
Consultant shall furnish the written documentation to Commission in a timely manner. Consultant
shall include this requirement in all subcontracts.
G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and
Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on
the basis of race, color, national origin, or sex in consideration of contract award opportunities.
Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a
manner consistent with non-discrimination objectives.
H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material
breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the
contract or such other remedy as the recipient deems appropriate, which may include, but is not
limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their
contracts no later than 30 days from receipt of each payment Commission makes to the Consultant.
49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract.
J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with
all DBE reporting and other requirements contained in this Agreement.
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Exhibit D-6
7. Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions
required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control
in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not
perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would
cause RCTC to be in violation of the FTA terms and conditions.
8. Debarment and Suspension.
The Consultant agrees to the following:
(1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR Part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220
and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise
excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT
regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB
regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or
requirements regarding participation with debarred or suspended recipients or third party
participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from
Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR
Part 1200.
9. ADA Access Requirements
The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act
of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as
amended, 29 USC Section 794; 49 USC Section 5301(d).
10. Fly America .
To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the
"Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR
Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants
are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and
transportation of their personal effects or property, to the extent such service is available, unless
travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The
Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum
adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary
to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly
America requirements. The Consultant agrees to include the requirements of this section in all
subcontracts that may involve international air transportation.
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Exhibit D-7
11. Cargo Preference - Use of United States-Flag Vessels
To the extent applicable to the Services, the Consultant agrees:
1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the
gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved,
whenever shipping any equipment, material, or commodities pursuant to the underlying contract to
the extent such vessels are available at fair and reasonable rates for United States-Flag commercial
vessels;
2. To furnish within 20 working days following the date of loading for shipments originating within
the United States or within 30 working days following the date of leading for shipments originating
outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in
English for each shipment of cargo described in the preceding paragraph to the Division of National
Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the
FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.)
3. To include these requirements in all subcontracts issued pursuant to this contract when the
subcontract may involve the transport of equipment, material, or commodities by ocean vessel.
11. Buy America – Not applicable.
12. Employment Provisions
To the extent applicable to the Services, Consultant shall comply with the following:
A. Equal Employment Opportunity — Not applicable.
B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable.
C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable.
D. Release of Retainage
No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by
Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant
from progress due subconsultants. Any violation of this provision shall subject the violating
Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section
7108.5 of the California Business and Professions Code. This requirement shall not be construed to
limit or impair any contractual, administrative, or judicial remedies, otherwise available to
Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by
Consultant or deficient subconsultant performance, or noncompliance by a subconsultant.
13. Termination for Convenience
RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement.
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Exhibit D-8
After such termination, the Consultant shall submit a final termination settlement proposal to RCTC
as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may
determine, on the basis of information available, the amount, if any due the Consultant because of
the termination and shall pay the amount determined. After the Consultant’s proposal is received,
RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified
to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final
determination and pay the amount determined. If the Consultant does not agree with this final
determination or the determination resulting from the lack of timely submission of a proposal, the
Consultant may appeal under the Disputes clause.
14. Administrative and Contractual Remedies on Breach; Termination for Cause
a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant
fails to make delivery of the supplies or to perform the services within the time specified herein or
any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract,
or so fails to make progress as to endanger performance of this contract in accordance with its terms.
In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant
shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after
receipt of notice from RCTC to cure the Breach.
b. RCTC may, by written notice of termination to the Consultant specifying the effective date
thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured
within the timeframe set forth in (a) above (“Uncured Breach”).
c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure
upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar
to those so terminated, or may complete the services with its own forces. The Consultant shall be
liable to RCTC for any excess costs for such similar supplies or services, and for any other costs
incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance
of this contract to the extent not terminated under the provisions of this clause.
d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any
excess costs if the failure to perform the contract arises out of causes beyond the control and without
the fault or negligence of the Consultant. If the failure to perform is caused by the default of a
Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and
the Subconsultant, and without the fault or negligence of either of them, the Consultant shall not be
liable for any excess costs for failure to perform, unless the supplies or services to be furnished by
the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to
meet the required project completion schedule.
e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at
the contract price. RCTC may withhold from amounts otherwise due the Consultant for such
completed services or supplies such sum as RCTC determines to be necessary to protect RCTC
against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for
any other costs related to the Uncured Breach.
f. If, after notice of termination of this contract for cause, it is determined for any reason that
an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the
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Exhibit D-9
notice of termination had been issued pursuant to the provisions for termination for convenience of
RCTC.
g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law, equity or under this contract including,
but not limited to, the right to specific performance.
h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate
the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC
determines such action is in its best interest based on the nature of the Breach. Such actions shall not
limit any of RCTC’s remedies set forth above.
16. Disputes
a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact
arising under this Agreement which is not disposed of by supplemental agreement shall be
decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or
otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive
Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such
copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written
appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly
authorized representative for the determination of such appeals shall be final and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact
arising under this Agreement as limiting judicial review of any such decision to cases where fraud
by such official or his representative or board is alleged, provided, however, that any such decision
shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly
erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection
with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to
be heard and to offer evidence in support of its appeal.
c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the
performance of this Agreement and in accordance with the decision of RCTC's Deputy Executive
Director. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as making
final the decision of any RCTC official or representative on a question of law, which questions shall
be settled in accordance with the laws of the State of California.
17. Lobbying
See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure
Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid
for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New
Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name
of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on
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Exhibit D-10
its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by
31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror
shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and
if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.”
18. Energy Conservation
The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act.
19. Clean Water
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The
Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in
turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional
Office.
d. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
The Consultant also agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FTA.
20. Clean Air
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to
report each violation to RCTC and understands and agrees that RCTC will, in turn, report each
violation as required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
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Exhibit D-11
c. The Consultant also agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FTA.
21. Recycled Products
Recovered Materials - The Consultant agrees to comply with all the requirements of Section
6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962),
including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order
12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part
247.
21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY
Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons
to Wear Masks While on Conveyances and at Transportation Hubs.
(a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”)
Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances
and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives
of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant
agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order,
to the extent the CDC Mask Order remains in effect.
(b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement
action for non-compliance with the CDC Mask Order, to the extent the CDC Mask Order remains in
effect, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant
to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by
2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or
regulation.
22. Safe Operation of Motor Vehicles
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,”
April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt
and promote on-the-job seat belt use policies and programs for its employees and other personnel
that operate company owned, rented, or personally operated vehicles, and to include this provision
in each third party subcontract involving the project.
a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs
for its employees and other personnel that operate company-owned vehicles, company-rented
vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer
to vehicles owned or leased either by the Consultant or RCTC.
b. The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes
caused by distracted drivers, including policies to ban text messaging while using an electronic
device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor
owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the
work performed under this contract.
23. Notification to FTA.
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a. If a current or prospective legal matter that may affect the Federal Government emerges, the Consultant
must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which this
Agreement is being performed. The types of legal matters that require notification include, but are not limited
to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a
legal disagreement in any forum for any reason.
b. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s
interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal
Government’s administration or enforcement of federal laws, regulations, and requirements.
c. Additional Notice to U.S. DOT Inspector General. The Consultant must promptly notify the U.S. DOT
Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the
Commission located, if Consultant has knowledge of potential fraud, waste, or abuse occurring on a Project
receiving assistance from FTA. The notification provision applies if a person has or may have submitted a
false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal
or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation
or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. Knowledge, as used
in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal,
state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or
probable cause that could support a criminal indictment, or any other credible information in the possession
of the Consultant. In this paragraph, “promptly” means to refer information without delay and without change.
24. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or
systems that uses covered telecommunications equipment or services as a substantial or essential component
of any system, or as critical technology as part of any system funded under this Contract. As described in
Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).
a. For the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes, video surveillance and telecommunications equipment
produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using such equipment.
c. Telecommunications or video surveillance equipment or services produced or provided by an entity that
the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the
Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise
connected to, the government of a covered foreign country.
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Exhibit E-1
EXHIBIT "E"
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the _______________________ and duly authorized
representative of the firm of _____________________________________ whose address
is ____________________________________________________, and that, except as
hereby expressly stated, neither I nor the above firm that I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit or secure
this agreement; nor
(b) agreed, as an express or implied condition for obtaining this Agreement, to
employ or retain the services of any firm or person in connection with carrying
out the agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection with,
procuring or carrying out this agreement.
I acknowledge that this Certificate is to be made available to the California
Department of Transportation (Caltrans) in connection with this agreement involving
participation of Federal-aid Highway funds, and is subject to applicable State and Federal
laws, both criminal and civil.
By: ____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
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Exhibit F-1
EXHIBIT “F” – LOBBYING ACTIVITIES DISCLOSURE
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Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1.Type of Federal Action:2.Status of Federal Action:3.Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________
4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known
6.Federal Department/Agency:7.Federal Program Name/Description:
CFDA Number, if applicable ____________________
8.Federal Action Number, if known:9.Award Amount, if known:
10.Name and Address of Lobby Entity 11.Individuals Performing Services
(If individual, last name, first name, MI) (including address if different from No. 10)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply)
$ _____________ actual planned a. retainer
b. one-time fee
13.Form of Payment (check all that apply):c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _______________e deferred
Value _____________ f. other, specify _________________________
15.Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)
16.Continuation Sheet(s) attached: Yes No
17.Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: ________________________________________
Print Name: _______________________________________
Title: ____________________________________________
Telephone No.: ____________________ Date: ___________
Authorized for Local Reproduction
Federal Use Only: Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files
APPENDIX L - 1
THIS FORM IS NOT APPLICABLE TO AECOM
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Agreement No. 23-33-069-00
PROFESSIONAL SERVICES AGREEMENT
WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
JACOBS PROJECT MANAGEMENT CO.
FOR ON-CALL
CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING,
AND CONSTRUCTION SURVEYING SERVICES
FOR THE
CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT
PROJECTS
Parties and Date.
This Agreement is made and entered into this ___ day of _______, 2023,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and JACOBS PROJECT MANAGEMENT CO. ("Consultant"), a
CORPORATION. The Commission and Consultant are sometimes referred to herein
individually as “Party”, and collectively as the “Parties”.
Recitals.
A.On November 8, 1988 the Voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the
"tax") to fund transportation programs and improvements within the County of Riverside,
and adopting the Riverside County Transportation Improvement Plan (the "Plan").
B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
C.On November 5, 2002, the voters of Riverside County approved an
extension of the Measure A tax for an additional thirty (30) years for the continued funding
of transportation and improvements within the County of Riverside.
D.A source of funding for payment for on-call professional consulting services
provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds
administered by the California Department of Transportation (“Caltrans”), and/or funds
from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to
be approved by the Commission until the certification shown in Exhibit “E” attached hereto
and incorporated herein by reference, is executed.
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E. Consultant desires to perform and assume responsibility for the provision
of certain on-call construction management services for the construction of commuter rail
station capital improvement projects in the County of Riverside, California. Services shall
be provided on the terms and conditions set forth in this Agreement and in the task
order(s) to be solicited, awarded and authorized by Commission as further described in
this Agreement (“Task Order”). Consultant represents that it is experienced in providing
such services to public clients, is licensed in the State of California (if necessary), and is
familiar with the plans of the Commission.
G. Commission desires to engage Consultant to render such services on an
on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this
Agreement for future projects as set forth herein and in each Task Order (each such
project shall be designated a “Project” under this Agreement).
Terms.
1. General Scope of Services. Consultant shall furnish all technical and
professional services, including labor, material, equipment, transportation, supervision
and expertise, and incidental and customary work necessary to fully and adequately
supply the on-call construction management services for the Projects ("Services"). The
Services are generally described in Exhibit "A" attached hereto and incorporated herein
by reference. The Services shall be more particularly described in the individual Task
Orders issued by the Commission’s Executive Director or designee. No Services shall
be performed unless authorized by a fully executed Task Order. All Services shall be
subject to, and performed in accordance with, this Agreement, the relevant Task Order,
the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
2. Task Orders; Commencement of Services; Schedule of Services. Services
under this Agreement shall be requested by the Commission pursuant to Task Order
requests. If Commission accepts Consultant’s Task Order proposal, Commission shall
issue a purchase order or executed task order for the Services (“Commission’s Task
Order Authorization”). Consultant’s agreement to the final terms of a proposed Task
Order, Commission’s Task Order Authorization and Consultant’s commencement of the
Services shall indicate the Parties’ agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5)
days of receiving Commission’s Task Order Authorization.
Consultant shall perform the Services expeditiously, in accordance with the
Schedule of Services set forth in a Task Order. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
Commission shall respond to Consultant's submittals in a timely manner. Upon request
of the Commission, Consultant shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
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3. Pre-Award Audit. As a result of the funding for this Project, and to the extent
Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or
other authorization to proceed under a Task Order may be contingent upon completion
and approval of a pre-award audit. Any questions raised during the pre-award audit shall
be resolved before the Commission will consider approval of this Agreement. The funding
provided under this Agreement is contingent on meeting all funding requirements and
could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the
procedures are not completed. The Consultant’s files shall be maintained in a manner to
facilitate State process reviews. In addition, Caltrans may require that prior to
performance of any work for which funding reimbursement through Caltrans is requested
and provided, that Caltrans must give to Commission an “Authorization to Proceed”.
4. Audit Procedures.
4.1 Consultant and certain subconsultant contracts, including cost
proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract
audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR
audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost
proposal and ICR and related work papers, if applicable, will be reviewed to verify
compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal,
state, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. This Agreement, Consultant’s cost proposal, and
ICR shall be adjusted by Consultant and approved by the Commission’s contract
manager to conform to the audit or review recommendations. Consultant agrees that
individual terms of costs identified in the audit report shall be incorporated into this
Agreement by this reference if directed by Commission at its sole discretion. Refusal by
Consultant to incorporate audit or review recommendations, or to ensure that the federal,
state or local governments have access to CPA work papers, will be considered a breach
of the Agreement terms and cause for termination of this Agreement and disallowance
of prior reimbursed costs. Additional audit provisions applicable to this Agreement are
set forth in Sections 22 and 23 of this Agreement.
Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding
source.
4.2 During any Caltrans’ review of the ICR audit work papers created
by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant
toward a resolution of issues that arise during the review. Each party agrees to use its
best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies
significant issues during the review and is unable to issue a cognizant approval letter,
Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal
Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally
Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in
accordance with procedures and guidelines of the American Association of State
Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable
procedures and guidelines is received and approved by Caltrans.
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted
rate reimbursed will be ninety percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred
percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted
rate will be seventy-five percent (75%) of the proposed rate.
4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2
above, Caltrans may require Consultant to submit a revised independent CPA-audited
ICR and audit report within three (3) months of the effective date of the Caltrans’
management letter. Caltrans will then have up to six (6) months to review the
Consultant’s and/or the independent CPA’s revisions.
If the Consultant fails to comply with the provisions of this Section 4, or if
Caltrans is still unable to issue a cognizant approval letter after the revised independent
CPA audited ICR is submitted, overhead cost reimbursement will be limited to the
accepted ICR that was established upon initial rejection of the ICR and set forth in
Section 4.2 above for all rendered services. In this event, this accepted ICR will become
the actual and final ICR for reimbursement purposes under this Agreement.
Consultant may submit to Commission final invoice only when all of the
following items have occurred: (1) Caltrans accepts or adjusts the original or revised
independent CPA audited ICR; (2) all work under this Agreement has been completed
to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter.
The Consultant must submit its final invoice to Commission no later than sixty (60)
calendar days after occurrence of the last of these items. The accepted ICR will apply
to this Agreement and all Task Orders issued under this Agreement, and all other
agreements executed between the Commission and the Consultant, either as a prime or
subconsultant, with the same fiscal period ICR.
5. Term.
5.1 This Agreement shall go into effect on the date first set forth above,
contingent upon approval by Commission, and Consultant shall commence work after
notification to proceed by Commission’s Contract Administrator. This Agreement shall
end on (DATE), unless extended by contract amendment. The Commission may extend
the term of this Agreement, in its sole discretion, for one additional two (2) year period.
5.2 Consultant is advised that any recommendation for contract award
is not binding on Commission until this Agreement is fully executed and approved by the
Commission.
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5.3 This Agreement shall remain in effect until the date set forth above,
unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. All applicable indemnification provisions of this Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administrator. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its Contract
Administrator for the performance of this Agreement ("Commission’s Contract
Administrator"). Commission’s Contract Administrator shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission’s Contract
Administrator shall also review and give approval, as needed, to the details of
Consultant's work as it progresses. Consultant shall not accept direction or orders from
any person other than the Commission’s Contract Administrator or his or her designee.
7. Consultant's Representative. Consultant hereby designates Gary
Tomasetti to act as its Representative for the performance of this Agreement
("Consultant’s Representative"). Consultant's Representative shall have full authority to
act on behalf of Consultant for all purposes under this Agreement. The Consultant’s
Representative shall supervise and direct the Services, using his or her professional skill
and attention, and shall be responsible for all means, methods, techniques, sequences
and procedures and for the satisfactory coordination of all portions of the Services under
this Agreement. Consultant shall work closely and cooperate fully with Commission’s
Contract Administrator and any other agencies which may have jurisdiction over, or an
interest in, the Services. Consultant's Representative shall be available to the
Commission staff at all reasonable times. Any substitution in Consultant's Representative
shall be approved in writing by Commission’s Contract Administrator.
8. Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval by the
Commission. In the event that the Commission and Consultant cannot agree as to the
substitution of the key personnel, the Commission shall be entitled to terminate this
Agreement for cause, pursuant to the provisions herein. The key personnel for
performance of this Agreement are: Gary Tomasetti, Michael Albanese, Justin Duke,
Alex Angha, Ben Quintana, or as otherwise identified in the Task Order.
9. Standard of Care; Licenses. Consultant represents and maintains that it is
skilled in the professional calling necessary to perform all Services, duties and obligations
required by this Agreement to fully and adequately complete the Project. Consultant shall
perform the Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant
further represents and warrants to the Commission that its employees and subcontractors
have all licenses, permits, qualifications and approvals of whatever nature that are legally
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required to perform the Services, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. Consultant shall perform, at its own
cost and expense and without reimbursement from the Commission, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to
comply with the standard of care provided for herein, and shall be fully responsible to the
Commission for all damages and other liabilities provided for in the indemnification
provisions of this Agreement arising from the Consultant’s errors and omissions. Any
employee of Consultant or its sub-consultants who is determined by the Commission to
be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project, a threat to the safety of persons or property, or any employee who fails or refuses
to perform the Services in a manner acceptable to the Commission, shall be promptly
removed from the Project by the Consultant and shall not be re-employed to perform any
of the Services or to work on the Project.
10. Independent Contractor. The Services shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. Commission
retains Consultant on an independent contractor basis and not as an employee, agent or
representative of the Commission. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall at all times
be under Consultant's exclusive direction and control. Consultant shall pay all wages,
salaries and other amounts due such personnel in connection with their performance of
Services and as required by law. Consultant shall be responsible for all reports and
obligations respecting such personnel, including but not limited to, social security taxes,
income tax withholdings, unemployment insurance, disability insurance, and workers'
compensation insurance.
11. Project Progress.
11.1 Modification of the Schedule. Consultant shall regularly report to
the Commission, through correspondence or progress reports, its progress in providing
required Services within the scheduled time periods. Commission shall be promptly
informed of all anticipated delays. In the event that Consultant determines that a
schedule modification is necessary, Consultant shall promptly submit a revised Schedule
of Services for approval by Commission’s Contract Administrator.
11.2 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Contract Administrator and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant cost
issues, and future Project objectives. Consultant shall be responsible for the preparation
and distribution of meeting agendas to be received by the Commission and other
attendees no later than three (3) working days prior to the meeting.
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11.3 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate
the progress achieved during the previous month in relation to the Schedule of Services.
Submission of such progress report by Consultant shall be a condition precedent to
receipt of payment from the Commission for each monthly invoice submitted.
12. Delay in Performance.
12.1 Excusable Delays. Should Consultant be delayed or prevented
from the timely performance of any act or Services required by the terms of the
Agreement by reason of acts of God or of the public enemy, acts or omissions of the
Commission or other governmental agencies in either their sovereign or contractual
capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight
embargoes or unusually severe weather, performance of such act shall be excused for
the period of such delay.
12.2 Written Notice. If Consultant believes it is entitled to an extension
of time due to conditions set forth in subsection 12.1, Consultant shall provide written
notice to the Commission within seven (7) working days from the time Consultant knows,
or reasonably should have known, that performance of the Services will be delayed due
to such conditions. Failure of Consultant to provide such timely notice shall constitute a
waiver by Consultant of any right to an excusable delay in time of performance.
12.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this
Agreement shall be submitted to the Commission’s Contract Administrator in draft form,
and the Commission may require revisions of such drafts prior to formal submission and
approval. In the event plans and designs are to be developed as part of the Project, final
detailed plans and designs shall be contingent upon obtaining environmental clearance
as may be required in connection with Federal funding. In the event that Commission’s
Contract Administrator, in his or her sole discretion, determines the formally submitted
work product to be not in accordance with the standard of care established under this
Agreement, Commission’s Contract Administrator may require Consultant to revise and
resubmit the work at no cost to the Commission.
14. Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not
be required to, and will not, render any decision, interpretation or recommendation
regarding questions of a legal nature or which may be construed as constituting a legal
opinion.
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15. Opportunity to Cure; Inspection of Work. Commission may provide
Consultant an opportunity to cure, at Consultant's expense, all errors and omissions
which may be disclosed during Project implementation. Should Consultant fail to make
such correction in a timely manner, such correction may be made by the Commission,
and the cost thereof charged to Consultant. Consultant shall allow the Commission’s
Contract Administrator and Caltrans to inspect or review Consultant's work in progress at
any reasonable time.
16. Claims Filed by Contractor.
16.1 If claims are filed by the Commission’s contractor for the Project
(“Contractor”) relating to work performed by Consultant’s personnel, and additional
information or assistance from the Consultant’s personnel is required by the Commission
in order to evaluate or defend against such claims; Consultant agrees to make
reasonable efforts to make its personnel available for consultation with the Commission’s
construction contract administration and legal staff and for testimony, if necessary, at
depositions and at trial or arbitration proceedings.
16.2 Consultant’s personnel that the Commission considers essential to
assist in defending against Contractor claims will be made available on reasonable
notice from the Commission. Consultation or testimony will be reimbursed at the same
rates, including travel costs that are being paid for the Consultant’s personnel services
under this Agreement.
16.3 Services of the Consultant’s personnel and other support staff in
connection with Contractor claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section shall be construed to in any way
limit Consultant’s indemnification obligations contained in Section 29. In the case of any
conflict between this Section and Section 29, Section 29 shall govern. This Section is
not intended to obligate the Commission to reimburse Consultant for time spent by its
personnel related to Contractor claims for which Consultant is required to indemnify and
defend the Commission pursuant to Section 29 of this Agreement.
17. Final Acceptance. Upon determination by the Commission that Consultant
has satisfactorily completed the Services required under this Agreement and within the
term set forth herein the Commission shall give Consultant a written Notice of Final
Acceptance. Upon receipt of such notice, Consultant shall incur no further costs
hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may
request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily
completed all Services required under the terms of this Agreement. In the event
copyrights are permitted under this Agreement, then in connection with Federal funding,
it is hereby acknowledged and agreed that the United States Department of
Transportation shall have the royalty-free non-exclusive and irrevocable right to
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reproduce, publish, or otherwise use, and to authorize others to use, the work for
governmental purposes.
18. Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way of
limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by the United States Department of Transportation. For example, and not by
way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or
published Record of Decision may be required to be approved and/or completed by the
United States Department of Transportation. For Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the Commission, Consultant shall be solely responsible
for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission,
its officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
19. Fees and Payment.
19.1 The method of payment for this Agreement will be based on actual
cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct
costs) incurred by Consultant in performance of the Services. Consultant shall not be
reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved
Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by
reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless
additional reimbursement is provided for by written amendment. In no event, shall
Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s
approved overhead rate set forth in the Cost Proposal. To the extent legally permissible,
Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In
the event that Commission determines that a change to the Services from that specified
in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time
or actual costs reimbursable by Commission shall be adjusted by written amendment to
accommodate the changed work. The maximum total cost as specified in Section 19.8
shall not be exceeded, unless authorized by a written amendment.
19.2 In addition to the allowable incurred costs, Commission shall pay
Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is
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nonadjustable for each Task Order, except in the event of a significant change in the
Scope of Services, and such adjustment is made by written amendment.
19.3 Reimbursement for transportation and subsistence costs shall not
exceed the rates specified in the approved Cost Proposal. In addition, payments to
Consultant for travel and subsistence expenses claimed for reimbursement or applied
as local match credit shall not exceed rates authorized to be paid exempt non-
represented State employees under current State Department of Personnel
Administration (DPA) rules, unless otherwise authorized by Commission. If the rates
invoiced are in excess of those authorized DPA rates, and Commission has not
otherwise approved said rates, then Consultant is responsible for the cost difference and
any overpayments shall be reimbursed to the Commission on demand.
19.4 When milestone cost estimates are included in the approved Cost
Proposal for a Task Order, Consultant shall obtain prior written approval for a revised
milestone cost estimate from the Contract Administrator before exceeding such cost
estimate.
19.5 Progress payments shall be made monthly in arrears based on
Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall
be included in the monthly progress payments. If Consultant fails to submit the required
deliverable items according to the schedule set forth in the Scope of Services,
Commission shall have the right to delay payment or terminate this Agreement in
accordance with the provisions of Section 21, Termination.
19.6 No payment shall be made prior to approval of any Services, nor for
any Services performed prior to approval of this Agreement.
19.7 Consultant shall be reimbursed, as promptly as fiscal procedures
will permit upon receipt by Commission’s Contract Administrator of itemized invoices in
triplicate. Invoices shall be submitted no later than 45 calendar days after the
performance of work for which Consultant is billing. Invoices shall detail the work
performed on each milestone and each project as applicable. Invoices shall follow the
format stipulated for the approved Cost Proposal and shall reference this Agreement
number and project title. Final invoice must contain the final cost and all credits due
Commission including any equipment purchased under the Equipment Purchase
provisions of this Agreement. The final invoice should be submitted within 60 calendar
days after completion of Consultant’s work. Invoices shall be mailed to Commission’s
Contract Administrator at the following address:
Riverside County Transportation Commission
Attention: Accounts Payable
P.O. 12008
Riverside, CA 92502
19.8 The total amount payable by Commission, including the Fixed Fee,
shall not exceed the amount set forth in each Task Order.
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19.9 Commission has or will enter into Three (3) task order contracts for
performance of the Scope of Services identified in Exhibit “A”, including this Agreement
(“Construction Management Services Task Order Contracts”). The other Construction
Management Services Task Order Contracts are AECOM (23-33-047-00) and
Kleinfelder Construction Services (23-33-070-00). The total amount payable by
Commission for the Construction Management Services Task Order Contracts shall not
exceed a cumulative maximum total value of Eight Million Dollars ($_8,000,000) (“NTE
Sum”). It is understood and agreed that there is no guarantee, either expressed or
implied that this dollar amount will be authorized under the Construction Management
Services Task Order Contracts through Task Orders. Each time a Task Order is awarded
under any of the Construction Management Services Task Order Contracts, Commission
must send written notification to Consultant and each of the other consultants entering
into the Construction Management Services Task Order Contracts. The notice must
identify the total funds allocated under issued Task Orders, and the remaining
unencumbered amount of the NTE Sum. Consultant acknowledges and agrees that
Commission must not pay any amount under this Agreement that would exceed the NTE
Sum, and Consultant must not enter into a Task Order that exceeds the NTE Sum.
19.10 Salary increases shall be reimbursable if the new salary is within the
salary range identified in the approved Cost Proposal and is approved by Commission’s
Contract Administrator. For personnel subject to prevailing wage rates as described in
the California Labor Code, all salary increases, which are the direct result of changes in
the prevailing wage rates are reimbursable.
19.11 Consultant shall not be reimbursed for any expenses unless
authorized in writing by the Commission’s Contract Administrator.
19.12 All subcontracts in excess of $25,000 shall contain the above
provisions.
20. Disputes.
20.1 Any dispute, other than audit, concerning a question of fact arising
under this Agreement that is not disposed of by mutual agreement of the Parties shall
be decided by a committee consisting of RCTC’s Contract Administrator and the Director
of Capital Projects, who may consider written or verbal information submitted by
Consultant.
20.2 Not later than 30 days after completion of all Services under this
Agreement, Consultant may request review by the Commission’s Executive Director of
unresolved claims or disputes, other than audit. The request for review will be submitted
in writing.
20.3 Neither the pendency of a dispute, nor its consideration by the
committee will excuse Consultant from full and timely performance in accordance with
the terms of this Agreement.
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21. Termination.
21.1 Commission reserves the right to terminate this Agreement upon
thirty (30) calendar days written notice to Consultant, for any or no reason, with the
reasons for termination stated in the notice. Commission may terminate Services under
a Task Order, at any time, for any or no reason, with the effective date of termination to
be specified in the notice of termination of Task Order.
21.2 Commission may terminate this Agreement with Consultant should
Consultant fail to perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination, Commission may proceed with the
Services in any manner deemed proper by Commission. If Commission terminates this
Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant
under this Agreement for Services completed and accepted prior to termination, unless
the cost of completion to Commission exceeds the funds remaining in the Agreement. In
such case, the overage shall be deducted from any sum due Consultant under this
Agreement and the balance, if any, shall be paid to Consultant upon demand.
21.3 In addition to the above, payment upon termination shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit
on unperformed Services. Consultant shall provide documentation deemed adequate by
Commission’s Contract Administrator to show the Services actually completed by
Consultant prior to the effective date of termination. This Agreement shall terminate on
the effective date of the Notice of Termination
21.4 Upon receipt of the written Notice of Termination, Consultant shall
discontinue all affected Services as directed in the Notice or as otherwise provided
herein, and deliver to the Commission all Documents and Data, as defined in this
Agreement, as may have been prepared or accumulated by Consultant in performance
of the Services, whether completed or in progress.
21.5 In addition to the above, Consultant shall be liable to the
Commission for any reasonable additional costs incurred by the Commission to revise
work for which the Commission has compensated Consultant under this Agreement, but
which the Commission has determined in its sole discretion needs to be revised, in part
or whole, to complete the Project because it did not meet the standard of care
established in this Agreement. Termination of this Agreement for cause may be
considered by the Commission in determining whether to enter into future agreements
with Consultant.
21.6 The rights and remedies of the Parties provided in this Section are
in addition to any other rights and remedies provided by law or under this Agreement.
21.7 Consultant, in executing this Agreement, shall be deemed to have
waived any and all claims for damages which may otherwise arise from the
Commission's termination of this Agreement, for convenience or cause, as provided in
this Section.
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21.8 Consultant may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 Consultant agrees that the Contract Cost Principles and
Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000
et seq., shall be used to determine the cost allowability of individual items.
22.2 Consultant also agrees to comply with federal procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards.
22.3 Any costs for which payment has been made to CONSULTANT that
are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are
subject to repayment by Consultant to Commission.
22.4 All subcontracts in excess of $25,000 shall contain the above
provisions.
23. Retention of Records/Audit. For the purpose of determining compliance
with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21,
California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and
other matters connected with the performance of this Agreement pursuant to Government
Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make
available for inspection all books, documents, papers, accounting records, and other
evidence pertaining to the performance of this Agreement, including but not limited to, the
costs of administering this Agreement. All parties shall make such materials available at
their respective offices at all reasonable times during the Agreement period and for three
years from the date of final payment under this Agreement. The State, State Auditor,
Commission, or any duly authorized representative of the State or Federal Government
shall have access to any books, records, and documents of Consultant and it’s certified
public accountants (CPA) work papers that are pertinent to this Agreement and, if
applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions,
and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000
shall contain this provision.
23.1 Accounting System. Consultant and its subcontractors shall
establish and maintain an accounting system and records that properly accumulate and
segregate expenditures by line item for the Services. The accounting system of
Consultant and its subcontractors shall conform to Generally Accepted Accounting
Principles (GAAP), enable the determination of incurred costs at interim points of
completion, and provide support for reimbursement payment vouchers or invoices.
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24. Audit Review Procedures.
24.1 Any dispute concerning a question of fact arising under an interim
or post audit of this Agreement that is not disposed of by agreement, shall be reviewed
by Commission’s Chief Financial Officer.
24.2 Not later than 30 days after issuance of the final audit report,
Consultant may request a review by Commission’s Chief Financial Officer of unresolved
audit issues. The request for review will be submitted in writing.
24.3 Neither the pendency of a dispute nor its consideration by
Commission shall excuse Consultant from full and timely performance, in accordance
with the terms of this Agreement.
25. Subcontracting.
25.1 Nothing contained in this Agreement or otherwise, shall create any
contractual relation between Commission and any subconsultant(s), and no subcontract
shall relieve Consultant of its responsibilities and obligations hereunder. Consultant
agrees to be as fully responsible to Commission for the acts and omissions of its
subconsultant(s) and of persons either directly or indirectly employed by any of them as
it is for the acts and omissions of persons directly employed by Consultant. Consultant’s
obligation to pay its subconsultant(s) is an independent obligation from Commission’s
obligation to make payments to the Consultant.
25.2 Consultant shall perform the Services contemplated with resources
available within its own organization and no portion of the Services pertinent to this
Agreement shall be subcontracted without written authorization by Commission’s
Contract Administrator, except that, which is expressly identified in the approved Cost
Proposal.
25.3 Consultant shall pay its subconsultants within ten (10) calendar
days from receipt of each payment made to Consultant by Commission.
25.4 Any subcontract in excess of $25,000 entered into as a result of this
Agreement shall contain all the provisions stipulated in this Agreement to be applicable
to subconsultants.
25.5 Any substitution of subconsultant(s) must be approved in writing by
Commission’s Contract Administrator prior to the start of work by the subconsultant(s).
25.6 Exhibit “B” may set forth the rates at which each subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the Commission
to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for
both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or
in a Task Order. The subconsultant rate schedules and cost proposals contained herein
are for accounting purposes only.
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26. Equipment Purchase
26.1 Prior authorization, in writing, by Commission’s Contract
Administrator shall be required before Consultant enters into any unbudgeted purchase
order, or subcontract for supplies, equipment, or services. Consultant shall provide an
evaluation of the necessity or desirability of incurring such costs.
26.2 For purchase of any item, service or consulting work not covered in
the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s
Contract Administrator is required. Three competitive quotations must be submitted with
the request for such purchase, or the absence of bidding must be adequately justified.
26.3 Any equipment purchased as a result of this Agreement is subject
to the following: Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an
acquisition cost of $5,000 or more. If the purchased equipment needs replacement and
is sold or traded in, Commission shall receive a proper refund or credit at the conclusion
of this Agreement, or if this Agreement is terminated, Consultant may either keep the
equipment and credit Commission in an amount equal to its fair market value, or sell
such equipment at the best price obtainable at a public or private sale, in accordance
with established Commission procedures; and credit Commission in an amount equal to
the sales price. If Consultant elects to keep the equipment, fair market value shall be
determined at Consultant’s expense, on the basis of a competent independent appraisal
of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable
to by Commission and Consultant. If Consultant determines to sell the equipment, the
terms and conditions of such sale must be approved in advance by Commission. 2 CFR,
Part 200 requires a credit to Federal funds when participating equipment with a fair
market value greater than $5,000 is credited to the Project.
26.4 All subcontracts in excess $25,000 shall contain the above
provisions.
27. Labor Code Requirements.
27.1 Prevailing Wages.
(a) Consultant shall comply with the State of California’s General
Prevailing Wage Rate requirements in accordance with California Labor Code, Section
1770, and all Federal, State, and local laws and ordinances applicable to the Services.
(b) Any subcontract entered into as a result of this Agreement, if
for more than $25,000 for public works construction or more than $15,000 for the
alteration, demolition, repair, or maintenance of public works, shall contain all of the
provisions of this Section.
(c) When prevailing wages apply to the Services described in the
Scope of Services, transportation and subsistence costs shall be reimbursed at the
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minimum rates set by the Department of Industrial Relations (DIR) as outlined in the
applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
(d) Copies of the prevailing rate of per diem wages in effect at
commencement of this Agreement are on file at the Commission’s offices. Consultant
shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services available to interested parties upon
request, and shall post copies at the Consultant’s principal place of business and at the
project site. Consultant shall defend, indemnify and hold the Commission, its elected
officials, officers, employees and agents free and harmless from any claims, liabilities,
costs, penalties or interest arising out of any failure or alleged failure to comply with the
Prevailing Wage Laws.
27.2 DIR Registration. Since the Services are being performed as part
of an applicable “public works” or “maintenance” project, then pursuant to Labor Code
Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered
with the Department of Industrial Relations. Consultant shall maintain registration for the
duration of the Project and require the same of any subconsultants. This Project may
also be subject to compliance monitoring and enforcement by the Department of
Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day’s work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during
any one calendar day, and forty hours in any one calendar week, except when payment
for overtime is made at not less than one and one-half the basic rate for all hours worked
in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services
are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a
penalty, $50.00 for each worker employed in the execution of this Agreement by him, or
by any sub-consultant under him, for each calendar day during which such workman is
required or permitted to work more than eight hours in any calendar day and forty hours
in any one calendar week without such compensation for overtime violation of the
provisions of the California Labor Code, unless Consultant or the Services are not
subject to the Eight-Hour Law.
27.4 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant and
any subcontractor hereunder who employs workers in any apprenticeable craft or trade
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shall apply to the joint apprenticeship council administering applicable standards for a
certificate approving Consultant or any sub-consultant for the employment and training of
apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall
employ the number of apprentices provided for therein, as well as contribute to the fund
to administer the apprenticeship program in each craft or trade in the area of the work
hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant
28. Ownership of Materials/Confidentiality.
28.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
28.2 Intellectual Property. In addition, Commission shall have and retain
all right, title and interest (including copyright, patent, trade secret and other proprietary
rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer
programs or software and source code, enhancements, documents, and any and all
works of authorship fixed in any tangible medium or expression, including but not limited
to, physical drawings or other data magnetically or otherwise recorded on computer
media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under
this Agreement as well as any other such Intellectual Property prepared or developed by
or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
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wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly available and any other computer applications,
shall continue to be the property of the Consultant. However, unless otherwise identified
and stated prior to execution of this Agreement, Consultant represents and warrants that
it has the right to grant the exclusive and perpetual license for all such Intellectual Property
as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
28.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission,
be used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
28.4 Infringement Indemnification. Consultant shall defend, indemnify
and hold the Commission, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement,
for any alleged infringement of any patent, copyright, trade secret, trade name,
trademark, or any other proprietary right of any person or entity in consequence of the
use on the Project by Commission of the Documents & Data, including any method,
process, product, or concept specified or depicted.
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29. Indemnification. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold Commission, Caltrans and their directors, officials, officers,
employees, consultants, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, inverse condemnation,
and any claims related to property acquisition and relocation rules or failure to detect or
abate hazardous materials, which are brought by a third party, and which , in any manner
arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants, and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of consequential damages, expert
witness fees, and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
Commission, Caltrans, and their directors, officials, officers, employees, consultants,
agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against Commission, Caltrans or their directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Commission, Caltrans and their directors,
officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal
expenses and costs, including reasonable attorney’s fees, incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Commission, Caltrans or their directors, officials officers, employees, consultants, agents,
or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s
obligations as set forth in this Section 29 shall survive expiration or termination of this
Agreement.
30. Insurance.
30.1 Time for Compliance. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this Section, in a form and with insurance
companies acceptable to the Commission. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance
required under this Section.
30.2 Minimum Requirements. Consultant shall, at its expense, procure
and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees
or subcontractors. Consultant shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall
meet at least the following minimum levels of coverage:
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(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. Consultant shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit. Limits may be achieved by any combination of primary and excess or
umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage. Limits may be achieved by any combination of primary and
excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Practices Liability limits of $1,000,000 per accident.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. For Consultant, such insurance shall be in an amount not less than
$1,000,000 per claim. This insurance shall be endorsed to include contractual liability
applicable to this Agreement and shall be written on a policy form coverage specifically
designed to protect against acts, errors or omissions of the Consultant. “Covered
Professional Services” as designated in the policy must specifically include work
performed under this Agreement. The policy must “pay on behalf of” the insured and
must include a provision establishing the insurer's duty to defend. Subconsultants of
Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may consider written requests to lower
or dispense with the errors and omissions liability insurance requirement contained in
this Section for certain subconsultants of Consultant, on a case-by-case basis,
depending on the nature and scope of the Services to be provided by the subconsultant.
Approval of such request shall be in writing, signed by the Commission’s Contract
Administrator.
30.4 Aircraft Liability Insurance. Prior to conducting any Services
requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured
and maintained, aircraft liability insurance or equivalent form, with a single limit as shall
be required by the Commission. Such insurance shall include coverage for owned, hired
and non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf
of the Consultant.
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30.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by
the Commission to add the following provisions to the insurance policies:
(a) General Liability.
(i) Commercial General Liability Insurance must include
coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate
limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion
deleted; (7) contractual liability with respect to this Agreement; (8) broad form property
damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits
by one insured against another; or (3) contain any other exclusion contrary to this
Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20
10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall
be “primary and non-contributory” and will not seek contribution from the Commission’s
or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04
13, or endorsements providing the exact same coverage.
(b) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2)
the insurance coverage shall be primary insurance as respects the Commission, Caltrans
and their directors, officials, officers, employees and agents, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant’s scheduled underlying
coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and
their directors, officials, officers, employees and agents shall be excess of the
Consultant’s insurance and shall not be called upon to contribute with it in any way.
(c) Workers’ Compensation and Employers Liability Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer
to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with such provisions
before commencing work under this Agreement.
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(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and
agents for losses paid under the terms of the insurance policy which arise from work
performed by the Consultant.
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
set forth hereunder.
(ii) Requirements of specific coverage or limits contained
in this Section are not intended as a limitation on coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. It shall be a requirement
under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits set forth herein
shall be available to the Commission, Caltrans and their directors, officials, officers,
employees and agents as additional insureds under said policies. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage
of any insurance policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella
or excess insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non-contributory basis for the benefit of the
Commission (if agreed to in a written contract or agreement) before the Commission’s
own insurance or self-insurance shall be called upon to protect it as a named insured.
The umbrella/excess policy shall be provided on a “following form” basis with coverage
at least as broad as provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Consultant shall provide at least ten (10) days prior written notice of
cancellation of any such policy due to non-payment of premium. If any of the required
coverage is cancelled or expires during the term of this Agreement, the Consultant shall
deliver renewal certificate(s) including the General Liability Additional Insured
Endorsement to the Commission at least ten (10) days prior to the effective date of
cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be no
later than the effective date of this Agreement. Consultant shall maintain such coverage
continuously for a period of at least three years after the completion of the work under
this Agreement. Consultant shall purchase a one (1) year extended reporting period A)
if the retroactive date is advanced past the effective date of this Agreement; B) if the policy
is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy
with a retroactive date subsequent to the effective date of this Agreement.
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(vi) The foregoing requirements as to the types and limits
of insurance coverage to be maintained by Consultant, and any approval of said
insurance by the Commission, is not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to
this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any
policy of insurance required under this Agreement does not comply with these
specifications or is canceled and not replaced, Commission has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by Commission will be
promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, Commission may cancel this
Agreement. The Commission may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the
Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expense.
30.7 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Commission.
30.8 Verification of Coverage. Consultant shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. All certificates and endorsements must be received and
approved by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies, at any time.
30.9 Subconsultant Insurance Requirements. Consultant shall not allow
any subcontractors or subconsultants to commence work on any subcontract until they
have provided evidence satisfactory to the Commission that they have secured all
insurance required under this Section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
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approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
30.10 Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it
considers reasonable and prudent based upon risk factors that may directly or indirectly
impact the Project. In retaining this option Commission does not warrant Consultant’s
insurance program to be adequate. Consultant shall have the right to purchase
insurance in addition to the insurance required in this Section.
31. Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission
has determined that the Project will contain areas that are open to public traffic.
Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14,
and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions
for safe operation of its vehicles and the protection of the traveling public from injury and
damage from such vehicles.
32. Additional Work. Any work or activities that are in addition to, or otherwise
outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the
foregoing, the Commission’s Executive Director may make a change to the Agreement,
other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a
change which is “outside the scope” of the Agreement; in other words, work which should
not be regarded as having been fairly and reasonably within the contemplation of the
parties when the Agreement was entered into. An example of a change which is not a
Cardinal Change would be where, in a contract to construct a building there are many
changes in the materials used, but the size and layout of the building remains the same.
Cardinal Changes are not within the authority of this provision to order, and shall be
processed by the Commission as “sole source” procurements according to applicable
law, including the requirements of FTA Circular 4220.1D, paragraph 9(f).
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission’s Executive Director,
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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.
33. Prohibited Interests.
33.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, the Commission shall
have the right to rescind this Agreement without liability.
33.2 Consultant Conflict of Interest.
(a) Consultant shall disclose any financial, business, or other
relationship with Commission that may have an impact upon the outcome of this
Agreement, or any ensuing Commission construction project. Consultant shall also list
current clients who may have a financial interest in the outcome of this Agreement, or any
ensuing Commission construction project, which will follow.
(b) Consultant hereby certifies that it does not now have, nor shall
it acquire any financial or business interest that would conflict with the performance of
services under this Agreement.
(c) Any subcontract in excess of $25,000 entered into as a result
of this Agreement, shall contain all of the provisions of this Article.
(d) Consultant further certifies that neither Consultant, nor any
firm affiliated with Consultant, will bid on any construction subcontracts included within
the construction contract. Additionally, Consultant certifies that no person working under
this Agreement is also employed by the construction contractor for any project included
within this Agreement.
33.3 Commission Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service
with the Commission, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
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33.4 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee's regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for the Consultant, to solicit
or secure this Agreement, and that he/she has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or
formation of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to terminate this Agreement without liability pursuant to the terms
herein, or at its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift, or contingent fee.
33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant
warrants that this Agreement was not obtained or secured through rebates kickbacks or
other unlawful consideration, either promised or paid to any Commission employee. For
breach or violation of this warranty, Commission shall have the right in its discretion; to
terminate this Agreement without liability; to pay only for the value of the work actually
performed; or to deduct from the Agreement price; or otherwise recover the full amount
of such rebate, kickback or other unlawful consideration.
33.7 Covenant Against Expenditure of Commission, State or Federal
Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and
belief no state, federal or local agency appropriated funds have been paid, or will be paid
by or on behalf of the Consultant to any person for the purpose of influencing or
attempting to influence an officer or employee of any state or federal agency; a Member
of the State Legislature or United States Congress; an officer or employee of the
Legislature or Congress; or any employee of a Member of the Legislature or Congress,
in connection with the award of any state or federal contract, grant, loan, or cooperative
agreement, or the extension, continuation, renewal, amendment, or modification of any
state or federal contract, grant, loan, or cooperative agreement.
(a) If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence
an officer or employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in connection with this
Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached
instructions.
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(b) The Consultant's certification provided in this Section is a
material representation of fact upon which reliance was placed when this Agreement was
entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code
may result in a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
(c) The Consultant also agrees by signing this Agreement that
he/she shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
33.8 Employment Adverse to the Commission. Consultant shall notify the
Commission, and shall obtain the Commission’s written consent, prior to accepting work
to assist with or participate in a third-party lawsuit or other legal or administrative
proceeding against the Commission during the term of this Agreement.
34. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related
to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action hereunder, the Parties shall attempt
in good faith to resolve any dispute arising between them. The pendency of a dispute
shall not excuse Consultant from full and timely performance of the Services.
37.2. If the Parties are unable to resolve a dispute after attempting in good
faith to do so, the Parties may seek any other available remedy to resolve the dispute. If
either Party commences an action against the other Party, either legal, administrative or
otherwise, arising out of or in connection with this Agreement, the prevailing Party in such
litigation shall be entitled to have and recover from the losing Party reasonable attorneys'
fees and, all other costs of such actions.
38. Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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39. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect
in the construction or interpretation of any provision herein.
40. Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
Jacobs Project Management Co. Riverside County
Transportation Commission
3257 E. Guasti Road, Suite 120 4080 Lemon Street, 3rd Floor
Ontario, CA 91761 Riverside, CA 92501
Attn: Gary Tomasetti Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
41. Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms
and conditions contained in this Agreement shall control the actions and obligations of
the Parties and the interpretation of the Parties' understanding concerning the
performance of the Services.
42. Amendment or Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
45. Provisions Applicable When State Funds or Federal Funds Are Involved.
When funding for the Services under a Task Order is provided, in whole or in part, from
Caltrans, Consultant shall also fully and adequately comply with the provisions included
in Exhibit “C” (California Department of Transportation requirements) attached hereto and
incorporated herein by reference. When funding for the Services under a Task Order is
provided, in whole or in part, from the FTA, Consultant shall also fully and adequately
comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto
and incorporated herein by reference.
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46. Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited
to, the indemnification and confidentiality obligations, shall survive any such expiration or
termination.
47. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
48. Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require
every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with
such provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. Subpoenas or Court Orders. Should Consultant receive a subpoena or
court order related to this Agreement, the Services or the Project, Consultant shall
immediately provide written notice of the subpoena or court order to the Commission.
Consultant shall not respond to any such subpoena or court order until notice to the
Commission is provided as required herein, and shall cooperate with the Commission in
responding to the subpoena or court order.
51. 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.
52. Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
53. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
54. 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
WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE
IN WITNESS WHEREOF, this Agreement was executed on the date first written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
[INSERT NAME]
Chair
Approved as to Form:
By:
Best, Best & Krieger LLP
General Counsel
CONSULTANT
JACOBS PROJECT MANAGEMENT
By:
Signature
Name
Title
ATTEST:
By:
Its: __________________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secretary, the
chief financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
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Exhibit A
EXHIBIT "A" - SCOPE OF WORK
The Commission intends to contract with an on-call “bench” of qualified consultants to provide for
Construction Management Services, Material Testing and Construction Surveying Services for
the construction of Rail, Transit and Commuter Rail Station Infrastructure and Facilities Capital
Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with
the terms of this RFQ and the Commission’s model agreement. The selected consultants will
supplement the work of the Commission Staff in accordance with the specifications described
herein.
Projects for which construction management and related services may be required include station
platform improvements, passenger shelters, station amenities, landscaping access ways
involving pedestrian connections, fencing for access control, parking lot improvements, bicycle
paths and bicycle storage solutions to facilitate active transportation in the stations. In addition,
construction management and related services may be required for station related track work,
signals, Quiet Zones and layover facilities. The foregoing generally described projects may
include upgrade to technology with improved ticket vending machines, customer information
kiosks, communicator upgrades, signage and potentially wireless connectivity.
List of Potential Projects
o Railroad Track Addition/Rehabilitation/Replacement
o Railroad Platform Expansion and Improvements
o Pedestrian At-grade Railroad Crossings
o Railroad Layover Facilities
o Railroad Signal Systems
o Railroad Grade Crossings
o Transit and Commuter Railroad Station Facility Improvements
o Parking Structure Design and Development
o Parking Lot Improvements, Rehabilitation and Expansions
o Pedestrian Bridge Structure
o Passenger Shelters
o Station Security and Safety Elements
As construction management support needs arise, the Commission will develop a brief scope of
work and will issue a request for task order proposals to the bench of contracted firms selected
pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified
based on a review of the task order proposals in accordance with the review criteria to be set forth
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Exhibit A
in the request for task order, and (ii) proposing a reasonable price, as determined by the
Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable
price for the task order work, negotiations shall commence with the next highest ranked firm, and
shall continue until a task order is awarded. For non-State or federally funded task orders, the
Commission may include price as a consideration in task order proposal evaluation and award,
and/or may issue task orders in accordance with procedures determined to be in the
Commission’s best interest.
Approval and authorization to proceed for the designated scope of work will be documented in
an Agreement Task Order (ATO). The consultant will be required to commence work within five
days or sooner after receiving a fully executed ATO.
Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected
consultant’s parent agreement.
These services will be funded using a variety of federal, state, and local funds. The consultant
shall meet all the requirements associated with the specific fund type associate with each ATO
and the funding will be identified at the time the scope of work is released.
2. PERFORMANCE REQUIREMENTS
2.1 Construction Management: Offeror shall furnish a Project Manager/Resident
Engineer to coordinate Offeror’s operations with Commission. The Project
Manager shall be responsible for all matters related to Offeror’s personnel and
operations. A Resident Engineer shall be assigned as a single point of contact to
direct and coordinate construction activities. Other Assistant Resident Engineers
may be assigned to specific project responsibilities as needed. The Resident
Engineer shall be a Civil Engineer, registered in the State of California, and shall
be in responsible charge of construction activity within the Project.
The number of Offeror’s personnel assigned to the Project will vary throughout the
duration of the agreement. Offeror’s personnel shall be assigned, in varying levels
of responsibility, as needed by the Offeror to meet the Project schedule and comply
with Project requirements.
Resumes of personnel shall be submitted to the Commission for review and
approval prior to approval of an ATO and assignment to the Project. The
Commission and Offeror will jointly determine the quality and quantity of services
that are required by Offeror personnel. Personnel selected for assignment by
Offeror shall be made available for personal interviews prior to acceptance by the
Commission. If, in the opinion of Commission, an individual lacks adequate or
appropriate experience, the individual may be rejected or may be accepted on a
trial basis until such time the individual's ability to perform the required services has
been demonstrated. If, at any time, the performance of Offeror personnel is
unsatisfactory to the Commission, the Commission may release him/her by written
notice and may require that another qualified person be assigned.
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Exhibit A
If Offeror personnel are on leave of absence, the Project Manager shall provide
approved, equally qualified replacement personnel until the assigned personnel
returns to the Project.
The typical workday includes all hours worked by the construction Contractor. If
necessary, overtime for Offeror personnel may be required. The construction
Contractor's operations may be restricted to specific hours during the week, which
shall become the normal workday for Offeror personnel. The Project Manager, with
concurrence from the Commission, shall have the authority to increase, decrease,
or eliminate Offeror personnel work hours’ dependent on the schedule and
requirements of the construction Contractor. All overtime required by Offeror
personnel shall be approved and authorized by the Commission prior to each
occurrence.
Offeror personnel shall be knowledgeable of and comply with all applicable local,
state, and federal regulations. Offeror personnel shall cooperate and consult with
the Commission and city officials during the course of the Project. Offeror’s
personnel shall perform duties as may be required to assure that construction is
performed in accordance with the Project plans and specifications. Offeror’s
personnel shall keep accurate and timely records and document all work performed
by the Contractor and Offeror.
Offeror shall monitor for Contractor’s compliance with the labor standards
provisions of the projects and the related wage determination decisions of the
Secretary of Labor.
Offeror’s personnel shall assist the Commission and local agencies in obtaining
compliance with the safety and accident prevention provisions of the projects. Local
agencies will retain jurisdictional control for traffic control outside of the Project’s
limits.
All services required hereunder shall be performed in accordance with California
Department of Transportation guidelines, regulations, policies, procedures,
manuals, and standards, except as noted in the special provisions.
2.2 Materials Testing: The number of field testing personnel assigned to the
Project will vary throughout the duration of the construction Contract. Offeror’s
personnel shall be assigned as needed by the Resident Engineer to meet the
schedule of the construction Contractor.
The Resident Engineer shall coordinate materials testing and inspection with the
Contractor to avoid delay.
The Commission intends to maintain a consistency of material testing quality
throughout each phase of each Project. Offeror is therefore encouraged to provide,
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Exhibit A
when possible, the same field personnel for the duration of construction of the
Project.
Resumes of materials testing personnel shall be submitted to the Commission for
review and approval prior to assignment to the Project. If, at any time, the level of
performance of any testing personnel is below expectations, Commission may
release that field person and require that another be assigned as needed.
If a member of Offeror's personnel is on a leave of absence, Offeror's Project
Manager will provide an equally qualified replacement employee until the original
member returns to work. The replacement employee shall meet all the
requirements of a permanently assigned employee.
All personnel shall be knowledgeable of, and comply with, all applicable local,
Caltrans, and federal regulations; cooperate and consult with the Commission and
local agency officials during the course of the agreement; and perform other duties
as may be required to assure that the construction is being performed in
accordance with the Project plans and specifications. Offeror’s personnel shall be
experienced in performing inspections and/or testing in accordance with
requirements described or inferred from the construction contract special provisions
and plans and shall keep records and document the work as directed by the
Resident Engineer and/or required by the local agency having jurisdiction. All
records will be provided to the Commission in both hard copy and electronic format
at the completion of the project. Also Commission staff shall be provided electronic
remote access to the Consultant document control system.
All services required hereunder shall be performed in accordance with Caltrans,
SCRRA, AREMA or applicable Specifications for Public Works (Greenbook)
regulations, policies, procedures, manuals, and referenced standards.
2.3 Construction Surveying: Offeror shall furnish a surveying crew to perform
construction surveys and final monumentation for the Project. The same survey
crew shall provide services throughout the duration of the construction contract.
Offeror’s personnel shall be assigned as needed by the Resident Engineer to meet
the schedule of the construction contractor.
It is the intent of the Commission to maintain a consistency of construction survey
quality throughout each phase of each project. Therefore, Offeror is encouraged to
provide the same field personnel for the duration of construction. It is important that
the Survey Party Chief(s) assigned to a project be completely familiar with the
horizontal and vertical control at the project site as well as survey and
documentation requirements for the Project.
Resumes of Offeror personnel and certification shall be submitted to the
Commission for review. Offeror personnel must be approved by the Commission
prior to assignment to a project. The Commission and Offeror will have the
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Exhibit A
responsibility of determining the quality and quantity of work performed by Offeror
personnel. If, at any time, the level of performance by Offeror’s personnel is below
expectations, Commission may release the survey crew member and require that
another be assigned.
If Offeror’s survey crew personnel assigned to the Project is on a leave of absence,
the Project Manager shall provide an equally qualified replacement(s) until the
original employee(s) returns to work. The replacement shall be required to meet all
the requirements of the permanently assigned employee.
Offeror’s personnel shall:
• Be knowledgeable of and comply with applicable building codes and local, state,
and federal regulations;
• Be knowledgeable of Caltrans surveying requirements;
• Cooperate and consult with Commission officials during the course of the
agreement;
• Perform duties as may be required to assure construction is performed in
accordance with the Project plans and specifications; and
• Keep records and document work as directed by the Resident Engineer.
All services required hereunder shall be performed in accordance with Caltrans
regulations, policies, procedures, manuals, and standards except as directed
otherwise by the Commission.
3. DUTIES AND RESPONSIBILITIES
3.1 Pre-construction Services
a Plan Review
Offeror shall review construction contract documents prior to construction. Tasks
include review of plans, specifications, technical reports, Resident Engineer’s
pending files, liaison with local agencies (including Building Permit requirements),
utility arrangements, operational arrangements with BNSF, SCRRA and/or RTA (as
needed), and existing station operations in order to verify completeness and
consistency of documents throughout the Project. As a minimum, Offeror shall
check for quantity discrepancies, potential detail conflicts, constructability, and
consistency between plans, specifications and pay items.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
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Exhibit A
b Schedule
Offeror shall review the Design Engineer’s proposed Project schedule with the
Project plans and specifications to determine if the proposed sequence and
duration of activities will provide for safe and expeditious completion of the Project.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
Offeror shall review the Design Engineer’s Project estimate with the Project plans
and specifications to verify that all aspects of the Project scope have been
addressed.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
3.2 Bid Process
a. Bidding Process
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid questions and draft responses;
2) Draft addenda to the bid documents;
3. Review of bidder’s documents;
4. Prepare bid tabulation.
b. Pre-construction Meetings
Offeror shall assist the Commission in conducting one or more, pre-
construction meetings with all involved parties on the Project. Parties may
include, but are not limited to, the Contractor, the Design Engineer, Caltrans,
city officials, and utility companies.
c. Contract Award
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid for completeness and responsiveness.
2) Perform bid analysis.
3) Review of procedural items.
4) Check Contractor references, licenses, insurance, and sureties.
5) Coordinate with prospective Contractor for scheduling of award of the
construction contract.
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Exhibit A
All processes shall be consistent with procedures outlined by the California
Department of Transportation for Special Funded Programs and/or relevant
Commission procedures.
3.3 Construction Project Administration
a. Offeror shall administer Project construction contract using Caltrans
Construction Manual as a guideline.
b. Offeror shall conduct regular Project coordination meetings with Contractor,
Commission, local agencies, and Design Engineer, as appropriate.
c. Offeror shall review and approve the Contractor’s Baseline Schedule and
subsequent Updates and track weather or unsuitable site conditions on a
weekly basis.
Offeror shall prepare construction progress payments in conjunction with the
Contractor per contract requirements and maintain payment records and
supporting documentation. All progress payments shall be reviewed by the
Commission for approval.
d. Offeror shall establish and maintain Project records. Project record keeping
shall include, but is not limited to the following: correspondence,
memoranda, contract documents, change orders, claims, Commission and
engineer directives, meeting minutes, shop drawings, as-built changes,
materials records, survey data, supplemental drawings, progress payments
and requirements listed elsewhere. Offeror shall maintain a record of the
names, addresses, and telephone and fax numbers of the Contractor,
subcontractors, and principal material suppliers.
e. Offeror shall establish and maintain a filing system for each Project using the
Caltrans Construction Manual as a guideline.
f. Offeror shall review and approve Contractors’ construction schedules per
contract requirements on an ongoing basis and alert the Commission to
conditions that may lead to delays in completion of the Project.
g. Offeror shall prepare and submit a Monthly Project Report (MPR). The MPR
shall include construction activity, accomplishments, safety and traffic
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Exhibit A
issues, and status of Requests for Information (RFIs), submittals, current
issues, Contract Change Orders (CCOs) and current Project budget and
schedule. The format and contents of the MPR will be determined by RCTC.
Provision of an MPR acceptable to the Commission will be a condition
precedent for payment of the CM’s invoices.
h. Offeror shall review and ensure compliance with environmental
requirements.
i. Offeror shall ensure that the Project meets all provisions of the Caltrans
Quality Assurance Program Manual.
j. Offeror shall conduct labor interviews and review Contractors’ certified
payroll records/fringe benefit statements, etc. and maintain records to assist
the Commission with monitoring labor compliance, DBE, and equal
employment opportunity (EEO) requirements.
k. Offeror shall ensure that the Project meets all provisions of an approved
Storm Water Pollution Prevention Plan (SWPPP) and/or Water Pollution
Control Plan (WPCP) and coordinate with the State Water board by providing
data into their SMARTS system.
l. Offeror shall assure that the Project meets all applicable regulations of the
Air Quality Management District (AQMD).
3.4 Construction Project Coordination
a. Offeror shall provide a qualified Resident Engineer and other qualified
assistant Resident Engineers, as needed to effectively manage the Project.
b. Offeror Resident Engineer shall act as a single point of contact between
Contractor, the Commission, Offeror’s construction surveyor, Offeror’s
materials inspector, and utility companies. Offeror may, when requested by
the Commission, act as point of contact between Design Engineers,
Caltrans, cities with jurisdiction, utilities, and the public.
c. Offeror shall maintain regular contact with the Commission’s Construction
Manager.
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Exhibit A
d. Offeror shall review contract plans and special provisions for possible errors
and deficiencies prior to construction of any specific element and report such
findings to Commission. Should the Commission determine that changes
are necessary, Offeror shall prepare Contract Change Orders (CCOs) and
supporting transmittal memoranda in accordance with construction contract
documents and Commission procedures.
e. Offeror shall monitor, coordinate, and track construction progress to ensure
the Project proceeds on schedule and according to the order of work
required in the plans and special provisions. Offeror shall direct the
Contractor, in conjunction with Commission, to expedite work, as required,
to maintain schedule.
f. Offeror shall coordinate review of shop drawings and Requests for
Information (RFI) with the Design Engineer and RCTC’s Construction
Manager. Offeror shall log and track all submittals and RFIs.
g. Offeror shall provide a qualified SWPPP coordinator who shall review
Contractor-prepared Storm Water Pollution Prevention Plans (SWPPP) and
coordinate approval with the cities with jurisdiction and the Commission.
Offeror shall cooperate with Caltrans and/or monitoring agencies during
inspections and field reviews.
h. Offeror shall coordinate the implementation of any changes with the
Construction Manager and the Design Engineer.
i. Offeror shall review and approve Traffic Control Plans and forward to
Commission as necessary.
j. Offeror shall coordinate all Project construction activities with other on-going
projects within and adjacent to the Project limits.
k. Offeror shall coordinate all Project construction activities with existing Station
operations.
3.5 Construction Inspection
a. Offeror shall coordinate all construction inspection and special inspections
that may be required by local agencies for the Project. Offeror shall ensure
that appropriate city and local agency are notified and present as required
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throughout the Project. Offeror shall notify the Commission immediately
regarding any directives, recommendations, notices, etc. received from
agencies other than Commission.
b. Offeror shall perform and document daily on-site inspections of the progress
and quality of construction to determine if the work being performed is in
general conformance with the contract documents, all applicable laws,
codes, and ordinances.
c. Offeror shall exercise reasonable care and diligence to discover and
promptly replace, correct, and/or mitigate all defects or deficiencies in the
materials or workmanship used in the Project. Any such deficiencies and
their resolution shall be reported to the Commission.
d. Offeror personnel assigned to the Project shall be thoroughly familiar with
contract special or technical provisions provided by the Design Engineer, ,
Standard Specifications and RCTC’s General Conditions/Instructions to
Bidders, Caltrans, SCRRA, Greenbook Standard Plans and City’s building
permit requirements and conditions of approval as they apply to the Project.
Offeror personnel shall have the ability to read and interpret construction
plans and specifications. Offeror personnel shall also have knowledge of
State of California Construction Safety Orders (CalOSHA) and traffic control
practices as specified in the Work Area Traffic Control Handbook (WATCH).
In addition, Offeror personnel shall be familiar with the construction
requirements of the Caltrans Storm Water Pollution Prevention Program.
e. Assignments to be performed by Offeror personnel shall include, but are not
limited to, the following:
1) Inspect installation of dry and wet utilities, inspection and testing of
subgrade, aggregate base and paving, inspection of signage,
pavement markings, and traffic striping, inspection of building
foundation and wood frame building construction, inspection of
retaining wall construction, landscaping and landscape irrigation,
signals, electrical and systems installation and related construction
activities. Work shall include checking grade and alignment,
construction traffic control, and any other duties that may be required
to determine that construction of the Project is being performed in
accordance with the contract documents;
2) Identify actual and potential problems associated with the Project and
recommending sound engineering solutions;
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3) Maintain awareness of safety and health requirements. Monitoring
Contractors’ compliance with applicable regulations and construction
contract provisions for the protection of the public and Project
personnel;
4) Prepare complete and accurate daily reports, engineering
calculations, materials records, payment quantity documents, reports,
and correspondence related to Project activities. Documents shall be
sufficient to document actual cost of force account work (time and
materials payment);
5) Prepare construction sketches, drawings, and cross-sections, as
necessary;
6) Maintain contemporaneous records of all additions or deviations from
the approved plans for preparation of as-built plans;
7) Inspect for environmental compliance;
8) Arrange for lane closures in accordance with City of jurisdiction’s
procedures and coordinate any work with the California Highway
Patrol and/or City’s Public Works Department;
9) Maintain awareness of water discharge requirements. Monitor
Contractors’ compliance with applicable regulations and construction
contract provisions;
10) Monitor Contractors’ compliance with applicable regulations required
by AQMD;
11) Ensure Contractors’ compliance with Project Environmental
Commitment Record; and
12) Other duties as may be required or reasonably requested.
3.6 Construction Project Support
a. Construction Surveys
Offeror shall perform construction surveying services, field calculations, and home
office calculations to support construction of the Project. Offeror may be requested
to review available survey data, construction plans, and right-of-way plans to
confirm compatibility and to identify discrepancies prior to and during construction.
The Resident Engineer shall review survey requests from the Contractor and
arrange for the work, as appropriate. Requests may include, but not be limited to,
the following types of surveys and related services:
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1) Construction Surveys
Offeror shall assist the Resident Engineer in all phases of construction staking
and calculations as needed.
Survey calculations and adjustments shall be performed with established and
computed coordinates based on the California Coordinate System.
Cross-section data collection shall be performed by conventional and terrain
line interpolation survey methods.
Survey data shall include topography, cross-section, and other survey data in
computer formats compatible with the Caltrans computer survey and design
systems.
Prepare and maintain survey documents. Survey documents include survey
field notes, maps, drawings, and other survey documents.
Perform construction staking, including (where required) but not limited to:
• Utility locations (new and as-built);
• Clearing limits;
• Slope staking;
• Rough grade;
• Finish grade;
• Building layout;
• Storm drain, sanitary sewer, and irrigation systems; and
• Curbs, gutters, and sidewalk
Monitor for settlement, if required.
Global Positioning Satellite (GPS) equipment shall be utilized if required by the
Commission.
2) Right of Way Lines
Existing right of way shall be established from Commission record information
and existing monumentation.
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• Perpetuate existing monumentation. Includes restoring, renewing,
referencing, and resetting existing boundary related monumentation
and bench marks. In addition, stake areas where construction disturbs
the existing right of way, preparing and filing required maps and records.
• Final monumentation. Includes setting of centerline points of control upon completion
of construction and documenting control bench marks on as-built plans.
3) Special Design – Data Surveys
Includes drainage, utility, and surveys that might be required for special field
studies.
b. Materials Testing and Geotechnical Services
Offeror shall provide experienced personnel, equipment, and facilities to perform
various construction materials sampling and testing. Laboratory and field materials
testing shall be used to ensure that construction work conforms to the applicable
requirements of the City with jurisdiction, Caltrans standards and specifications,
and the Design Engineer’s technical provisions for material quality and
workmanship.
All field and laboratory testing shall be performed in accordance with California Test
Methods or test methods specified by the Design Engineer in the technical
provisions of the Contract.
Offeror shall be responsible for the accuracy and completeness of all test data
compilation and results.
All material test results shall be provided in accordance with the applicable
Standard Specifications and Special Provisions, and California Test methods or
procedures set forth by the Design Engineer or the city with jurisdiction. Failing
tests shall be immediately reported internally to the Resident Engineer. All test
results shall be recorded on appropriate forms. The test documents shall be legible
and show the identity of the tester where appropriate. A summary sheet containing
all results of a particular regime of tests shall be developed and kept current.
All test results and inspection reports shall be available to the Commission during
construction and proved at the conclusion of construction.
c. Permits
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Offeror shall review construction of the Project for permit compliance and
coordinate with Commission and the Design Engineer to ensure that necessary
permits are obtained. Offeror shall assist Commission in the coordination, timely
processing and verification of approval for all permits. Offeror shall maintain
permits and permit documentation on site.
3.7 Construction Cost and Schedule
a. Offeror shall monitor and track the following:
1) Contract pay item quantities and payments;
2) Contract Change Orders;
3) Supplemental work items;
4) Agency and/or State furnished materials;
5) Materials-on-hand but not installed;
6) Anticipated extra work balance;
7) Contingency balance; and
8) Project budget.
b. Offeror shall review and monitor Contractor’s schedule and inform
Commission of any significant changes or deviations in the schedule.
c. Offeror shall provide and maintain a Project staffing plan of field office
personnel. In cooperation with Commission, the staffing plan shall be
periodically updated to reflect Project progress and needs.
3.8 Construction Contract Change Orders and Claims
a. Offeror shall receive and evaluate requests for changes and/or substitutions
by the Contractor. Offeror shall coordinate proposed changes with the
Commission’s Construction Manager and shall prepare and submit Contract
Change Orders to the Commission for approval accompanied by Offeror’s
Transmittal Memo describing background information, reasons for the
change and proposed method of payment and/or adjustment of contract
time.
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b. Offeror shall attempt to avoid all unnecessary Contract Change Orders.
When a Contract Change Order is necessary, Offeror shall consult with the
Commission prior to its preparation. Unless directed otherwise by
Commission, the preferred method of payment for Contract Change Orders
should be as follows:
1) Agreed Price;
2) Adjustment in compensation to a bid item; and
3) Time and materials or Force Account.
c. Offeror shall identify and preemptively attempt to resolve all potential claims,
track and monitor unresolved claims, and implement a claims avoidance
process.
d. Offeror shall assist Commission, as requested, in the identification,
resolution, and final disposition of claims filed by the Contractor or third
parties against Commission or the Project.
3.9 Safety
In addition to the requirements specified elsewhere in this contract, the following
shall also apply:
a. Offeror shall implement and conduct a comprehensive safety program
including regular tail-gate safety meetings for Offeror’s personnel;
b. Offeror shall prepare an Illness and Injury Protection Plan;
c. Offeror shall provide monthly safety status reports;
d. Offeror shall comply with State of California Construction Safety Orders
and provisions of the Caltrans Construction Manual as appropriate;
e. Offeror shall provide appropriate safety training for all Offeror field
personnel;
f. Offeror shall provide all necessary safety equipment as required for Offeror
personnel.
3.10 Construction Project Close Out
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a. Offeror shall conduct a final walk-through with the Commission and Design
Engineers.
b. Offeror shall prepare a list of items to be completed and/or corrected by the
Contractor [Punch List] for final completion of the Project.
c Offeror shall review and verify completeness of as-built drawings.
d. Offeror shall prepare final construction reports including the Project
Completion Report.
e Offeror shall prepare and deliver to the Commission all Project files in
accordance with Commission’s and Caltrans policies.
f. Offeror shall assist the Commission and Contractor in obtaining final release
of all Project permits.
4. DELIVERABLES
In addition to the requirements described above, the Offeror shall provide the
following:
a. Offeror ’s Illness and Injury Prevention Plan as described in the CalOSHA
Construction Safety Orders.
b. Correspondence to/from Contractor, Resident Engineers’ daily reports,
Assistant Resident Engineers’ daily reports, and extra work diaries.
c. Approved Project Baseline Schedule and Monthly Updates with analysis with
Weekly Statements of Working Days.
d. Monthly Project Reports.
e. Listing of approved submittals with supporting information.
f. RFI submittals and responses.
g. Monthly Construction Contract progress payments, back-up documentation,
and support information as requested.
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h. Contractor final payment documents, delivered to Commission no later than
ten (10) working days after acceptance by Commission of the completed
construction Projects.
i. Project Completion Report.
j. All Project files, Project reports, correspondence, memoranda, shop
drawings, Project logs, change order data, claims and claim reports, and
Contractor payment records.
k. Certified payrolls and fringe benefit statements for all employees, Offeror
and Contractor, who are subject to the State and/or Federal prevailing wage
rates.
l. All materials test results and field testing and/or testing reports. Include
reports required by the city’s building officials.
m. Unless otherwise specified in the survey request, the deliverables shall
conform to the following:
1) Survey points, lines, and monuments shall be established, marked,
identified, and referenced as required by survey request and
requirements herein; and
2) Survey notes, drawings, calculations, and other survey documents and
information shall be completed as required by the survey request and
the requirements herein.
n. All original survey documents resulting from this agreement, including
original field notes, adjustment calculations, final results, and appropriate
intermediate documents, shall be delivered to the Resident Engineer and
shall become the property of the Commission. A copy of all survey
documents furnished by Commission shall be retained by Offeror for future
reference.
When the survey is performed with a total station survey system, the original
field notes shall be submitted as a hard copy in a readable format of the data
(observations) originally collected and submitted by the survey party. The hard
copy shall be signed by the Party Chief. If the Party Chief is not licensed, the
person in “responsible charge” will be required to sign.
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o. Deliverables to the Resident Engineer shall follow the format specified
below:
• Horizontal Control;
• Alpha numeric hard copy point listing with adjusted California
Coordinate System northing and eastings and the appropriate
descriptions;
• Vertical Control;
• Alpha numeric hard copy benchmark listing with adjusted elevations
compatible with the design datum;
• Topography; and
• Alpha-numeric hard copy listing, hard copy drawing, and computer
aided drawing and design (CADD) digital drawing. The CADD drawing
shall be compatible with the systems utilized by Caltrans or SCRRA
(Metrolink).
Data collection method used to collect cross-section data and the coding
(feature description) of terrain data for cross-sections shall conform to the
survey request requirements. Deliverables shall depend on the data collection
method as follows:
• Conventional Cross – Sections (each cross – section):
For each cross - section and alpha numeric listing, a hard copy drawing,
and a computer formatted file compatible with the systems utilized by
Caltrans.
• Terrain Line Interpolation Cross – Section Data (each terrain line
interpolation survey):
Terrain line interpolation cross – sections shall include an alpha numeric
listing, a hard copy plan view drawing of the terrain lines, and a
computer input file. The computer input file shall be provided in a format
compatible with the systems utilized by Caltrans.
p. Data Collector Data
If specified in the survey request, the raw data from the data collector shall be provided
in a format conforming to the survey request requirements.
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q. Other
As specified in the survey request.
5 EQUIPMENT AND MATERIAL TO BE PROVIDED BY OFFEROR
As agreed with Commission’s Project Manager, the Offeror shall provide the
following:
1) Office facilities including, telephones, desks, chairs, computers, and
appropriate office equipment. One (1) office with a desk, chair,
telephone, and computer shall be reserved for the Commission.
2) Tools and equipment including software, materials, supplies, miscellaneous
tools, and safety equipment required for its personnel to perform the
services accurately, efficiently, and safely. Only those items listed in
Attachment B, Offeror’s Cost Proposal, shall be reimbursed by the
Commission as agreed by the Commissions’ Project Manager.
3) Offeror personnel shall be provided with a mobile radio, cellular phone, or
other means to assure full-time communication. If a radio system is used,
Offeror shall provide a base station at the field office.
4) Materials Testing facilities shall be fully equipped at all times to perform the
services required, including but not limited to the following:
A laboratory in close proximity to the Project shall be required. The type and
location of the lab should be such that it can meet the needs of the Project
in an efficient, time effective manner. The laboratory shall be fully staffed,
equipped, and supplied to conduct all required soils, materials, and concrete
breaking tests in a timely manner.
Each vehicle shall be fully contained with all necessary equipment and
supplies necessary to perform the field sampling and tests required.
Field personnel shall be provided with all necessary safety equipment to
permit work to be performed safely and efficiently within operating highway
and construction zone environments.
All laboratory and testing equipment shall be calibrated per Section 3-10
and 3-11 of Caltrans’ Quality Assurance Program Manual.
5) Survey equipment and supplies shall be provided to complete the required
survey work. Equipment and supplies shall, include, but not be limited to:
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a. Survey vehicles
Survey vehicles will be suitable to perform the required work encountered on
the project. Vehicles shall be fully equipped with all necessary tools,
instruments, supplies, and safety equipment required to perform the work
accurately, efficiently, and safely. Vehicles shall be equipped with a flashing
yellow beacon light.
b. Data Processing Systems
Data processing systems shall include hardware and software to:
• Performing survey and staking calculations from the design plans and
specifications;
• Reduce survey data collected with conventional and total station
survey systems;
• Perform network adjustments for horizontal and vertical control
surveys; and
• Format survey data to be compatible with the Caltrans computer
survey and data system.
c. Drafting equipment and supplies.
d. Digital calculators.
e. Hand tools as appropriate for the requested survey work.
f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height (minimum).
g. Traffic control devices as required to perform the requested survey work. Traffic
control devices include signs, sign bases, flags, and hand held signs.
h. Leveling instruments and equipment:
• Self-leveling level. Precision: standard deviation in one mile of double
run leveling 0.005 feet or less; and
• Suitable level rods for the work to be performed.
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i. Distance measuring instruments and equipment:
• Electronic distance measurer (EDM). Precision: standard deviation 3 mm
plus 3 PPM, or less; Range: Minimum one mile under average
atmospheric conditions;
• Prisms, sufficient to perform the required work; and
• Tapes; steel, cloth.
j. Angle measuring instruments and equipment:
• Theodolite for non-control surveys; Precision: direct circle reading to
three seconds, or equivalent, horizontal and vertical; and
• Targets as required to perform the work.
k. When required for efficient survey operations, total station survey systems
consisting of an electronic angle measuring instrument, EDM, and electronic
data collector shall be provided. The angle measuring instruments and EDM
shall conform to the requirements for the equipment previously listed.
l. Radio or cellular communications equipment for communication between field
office and field crews.
m. Caltrans or SCRRA manuals, standards, forms, and other policies and
procedures to be followed to perform the required work.
n. Lighting may be required for nighttime survey work.
6 MATERIALS TO BE FURNISHED BY COMMISSION
1) The Commission will provide copies of all Project construction documents
including plans, special provisions, reports, designer prepared Resident
Engineer files, and contracts.
2) The Commission will provide copies of all previously secured permits and
Project authorizations.
3) Appropriate forms for recording test data in accordance with Caltrans
practices and procedures outlined in the “Manual of Test”.
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7 STANDARDS
All construction inspection, surveys, materials sampling and testing, and contract
administration shall be in accordance with the Project bid documents, special
provisions, plans, and current applicable Caltrans or Metrolink Manuals including:
1) Construction Manual and its revisions;
2) Quality Assurance Program Manual;
3) Manual of Traffic Controls for Construction and Maintenance Work Zones;
4) Local Agency Standards and latest edition of the California Uniform Building
Code;
5) SCRRA Standard Plans and Specifications.
Work not covered by the manuals shall be performed in accordance with accepted
professional standards.
Surveys performed by Offeror shall conform to the requirements of the Land
Surveyor’s Act. In accordance with the Land Surveyor’s Act, “responsible charge”
for the work shall reside with the Licensed Land Surveyor or a pre-January 1, 1982,
Registered Professional Civil Engineer in the State of California.
Unless otherwise specified in the survey request, control surveys shall conform to
second order (modified) accuracy standards as specified in the Caltrans “Survey
Manual”.
Additional standards for specific survey work may be included in the applicable
request for survey. Such standards supplement the standards specified herein. If
additional standards conflict with the standards specified herein, the “Survey
Request’s” standard shall govern.
The Commission will decide all questions which may arise as to the quality or
acceptability of deliverables furnished and work performed for this agreement. Any
Offeror employee who does not perform adequately shall be replaced if directed by
the Commission Construction Manager.
8 AVAILABILITY AND WORK HOURS
The typical workday includes all hours worked by the Commission’s construction
Contractor. The construction Contractor’s operations may be restricted to specific
hours during the week, which will become the normal workday for Offeror’s
personnel.
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Unless otherwise directed by Commission, the normal work week will consist of 40
hours. From time to time, overtime may be required. However, overtime will be
worked only when approved in writing by Commission.
9 LIMITATIONS OF AUTHORITY
Offeror does not have the authority to:
1) Authorize deviations from the Contract documents;
2) Approve substitute materials or equipment; except as authorized in writing by
Commission;
3) Conduct or participate in tests or third party inspections; except as authorized in
writing by Commission;
4) Assume any of the responsibilities of the Contractors, Contractors’
Superintendent, or subcontractors;
5) Exercise control over or be responsible for construction means, methods,
techniques, sequences, procedures, or safety precautions;
6) Communicate directly with subcontractors or material suppliers without the prior
consent of the Contractor;
7) Verbally authorize or approve change orders or extra work for the Project; and
8) Offer or receive incentives, inducements, or other forms of remuneration to or
from the Contractor to perform services or work outside the terms of any
executed contracts for this Project.
10 THIRD PARTY RELATIONSHIPS
This Agreement is intended to provide unique services for a specific project. In the
development of the Project, Commission has worked closely with local jurisdictions
such as the city of Riverside and others in the preparation of the construction
documents and other Project related materials. The Commission, however, is
solely responsible for and will be the sole point of contact for all contractual matters
related to the Project. Offeror shall take direction only from the Commission and
shall regularly inform only Commission of Project progress, outstanding issues,
and all Project related matters.
During the course of the Project, Offeror may find occasion to meet with city
representatives, the Design Engineer, or other third parties who have assisted with
the Project. These entities may, from time to time, offer suggestions and/or
recommendations regarding the Project or elements of the Project. While the
Commission enjoys a close relationship with and has considerable confidence in
the capabilities of these other parties, Offeror shall not act on any suggestions,
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solicited or unsolicited, without obtaining specific direction from the Commission.
All oral and written communication with outside agencies or Offeror’s related to the
Project shall be directed only to the Commission. Distribution of Project related
communication and information shall be at the sole discretion of Commission
representatives.
11 CONSTRUCTION SITE SAFETY
In addition to the requirements specified elsewhere in this agreement, the following
also shall apply:
1) Offeror shall conform to the safety provisions of the Caltrans Construction
Manual;
2) Offeror’s field personnel shall wear white hard hats with proper suspension,
orange vests with reflective tape, sleeved shirt, long pants, and leather boots
with ankle support and rubber soles with steel toe protection at all times while
working in the field;
3) Offeror shall provide appropriate safety training for all Offeror’s personnel
including rail safety for BNSF or Metrolink, as appropriate; and
4) All safety equipment shall be provided by Offeror.
12 BASIS FOR SURVEY AND MONUMENT STAKING
Survey shall be based upon existing horizontal and vertical control and existing
pavement elevations.
Monuments established by Offeror shall be marked by Offeror with furnished disks,
plugs, tags. In addition, Offeror shall identify Offeror-established monuments by
tagging or stamping the monuments with the license or registration number of
Offeror’s surveyor who is in “responsible charge” of the work.
13 PERSONNEL QUALIFICATIONS AND RESPONSIBILITIES
The quantity and qualifications of field personnel to be assigned will be determined by
the scope of the Project and the degree of difficulty of required tasks to be performed.
All personnel and personnel assignments shall be subject to approval by the
Commission.
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EXHIBIT "B"- COMPENSATION AND PAYMENT
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FIRM PROJECT TASKS/ROLE COST
Jacobs Project Management Construction Management Services 8,000,000.00$
Pacific Railway Enterprise (PRE)Railroad Systems Integration and Signaling TBD
SB&O Rail Survey TBD
G3 Quality, Inc.Material Testing TBD
ZTC Consulting Source Inspection TBD
Meadows Consulting Labor Compliance TBD
8,000,000.00$ TOTAL COSTS
1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however,
the maximum total compensation authorized may not be exceeded.
EXHIBIT "B"
Prime Consultant:
Sub Consultants:
COMPENSATION SUMMARY1
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EXHIBIT "C"
CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS
1. STATEMENT OF COMPLIANCE.
A. Consultant’s signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that Consultant has, unless exempt,
complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition (e.g.,
cancer), age (over 40), marital status, and denial of family care leave. Consultant and
subconsultants shall insure that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and harassment. Consultant
and subconsultants shall comply with the provisions of the Fair Employment and Housing
Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there
under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing Commission implementing Government
Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California
Code of Regulations, are incorporated into this Contract by reference and made a part
hereof as if set forth in full. Consultant and its subconsultants shall give written notice of
their obligations under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
2. DEBARMENT AND SUSPENSION CERTIFICATION
A. Consultant’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that Consultant has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment
rendered against it by a court of competent jurisdiction in any matter involving fraud or
official misconduct within the past three (3) years. Any exceptions to this certification must
be disclosed to Commission.
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B. Exceptions will not necessarily result in denial of recommendation for award, but will
be considered in determining Consultant responsibility. Disclosures must indicate to
whom exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by
the General Services Administration are to be determined by the Federal highway
Administration.
3. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this Agreement for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the
Consultant receives from the Commission. Any delay or postponement of payment from
the above referenced time frame may occur only for good cause following written approval
of the Commission.
4. RELEASE OF RETAINAGE
No retainage will be withheld by the Agency from progress payments due the prime
consultant. Retainage by the prime consultant or subconsultants is prohibited, and no
retainage will be held by the prime consultant from progress due subconsultants. Any
violation of this provision shall subject the violating prime consultant or subconsultants to
the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair
any contractual, administrative, or judicial remedies, otherwise available to the prime
consultant or subconsultant in the event of a dispute involving late payment or
nonpayment by the prime consultant or deficient subconsultant performance, or
noncompliance by a subconsultant. This provision applies to Consultant and its
subconsultants.
5. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law,
either Party to this Agreement may, where applicable, seek legal redress for violations of
this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the
relevant federal or state statutory provisions governing civil rights violations, and to the
relevant federal and state provisions governing false claims or “whistleblower” actions, as
well as any and all other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, and by signing this Agreement,
Consultant certifies under penalty of perjury that no more than one final unappealable
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Exhibit C-3
finding of contempt of court by a federal court has been issued against Consultant within
the immediately preceding two-year period, because of Consultant’s failure to comply with
an order of a federal court that orders Consultant to comply with an order of the National
Labor Relations Board.
7. INVENTIONS.
Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall
comply with Federal requirements and regulations pertaining to patent rights with respect
to any discovery or invention which arises or is developed in the course of or under the
Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and
Data Rights to Subpart D, Part 600.
8. ENVIRONMENTAL COMPLIANCE
A. Compliance with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in
excess of $100,000).
B. Mandatory standards and policies relating to energy efficiency which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant
shall comply with mandatory standards and policies relating to energy efficiency which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by
reference in this Contract. (10 CFR 600.236(i)(13).)
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Exhibit D-1
EXHIBIT "D" - FTA PROVISIONS
FTA FUNDING REQUIREMENTS (Non-construction/maintenance work)
As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or
“Contract” shall have the same meaning as the “Agreement.”
1. No Obligation by the Federal Government
a. RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the Federal Government, the Federal Government is not a party to this
contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any
other party (whether or not a party to that contract) pertaining to any matter resulting from the
underlying contract.
b. The Consultant agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subconsultant who will be subject to its provisions.
2. Program Fraud and False or Fraudulent Statements or Related Acts
a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition
to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate.
b. The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance originally
awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to
impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent
the Federal Government deems appropriate.
c. The Consultant agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be
modified, except to identify the subconsultant who will be subject to the provisions.
3. Access to Records
The Consultant agrees to the following access to records requirements:
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a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or
any of their authorized representatives access to any books, documents, papers and records of the
Consultant which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to
provide the FTA Administrator or his authorized representatives including any PMO Consultant
access to Consultant's records and construction sites pertaining to a major capital project, defined at
49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described
at 49 U.S.C. 5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement, as defined
above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records
related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any
authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract for a period
of not less than three years after the date of termination or expiration of this contract, except in the
event of litigation or settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General,
or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims
or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy
excerpts and transcriptions as reasonably needed.
4. Federal Changes
The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master
Agreement between RCTC and FTA, as they may be amended or promulgated from time to time
during the term of this contract. Consultant's failure to so comply shall constitute a material breach
of this contract.
5. Civil Rights
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C.
§ 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49
U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed,
national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act,
as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees
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Exhibit D-3
to comply with all applicable equal employment opportunity requirements of U.S. Department of
Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement
Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order
No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42
U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and
Federal policies that may in the future affect construction activities undertaken in the course of the
Project. The Consultant agrees to take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, creed,
national origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements
FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment
Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29
C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S.
Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or
Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to
refrain from discrimination against present and prospective employees for reason of age. In addition,
the Consultant agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29
U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.,
the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law
at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the
basis of disability, and that it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the
Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with
disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA
may issue.
(3) The Consultant also agrees to include these requirements in each subcontract financed in whole
or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
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Exhibit D-4
6. FTA Disadvantaged Business Enterprise (DBE) Requirements
A. General DBE Requirements: In accordance with Federal financial assistance agreements with
the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged
Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26,
“Participation by Disadvantaged Business Enterprises in Department of Transportation Programs”
(the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that
Commission achieves its overall DBE Program goals and objectives, Commission encourages the
participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or
in part with U.S. DOT funds.
It is the policy of the Commission to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to
participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities;
and
7. Assist in the development of firms that can compete successfully in the marketplace outside the
DBE program.
B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49
CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations.
C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while
benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE
Program, Commission does not establish numeric race-conscious DBE participation goals on its
DOT-assisted contracts. There is no FTA DBE goal on this Project.
Consultant shall not be required to achieve a specific level of DBE participation as a condition of
contract compliance in the performance of this DOT-assisted contract. However, Consultant
shall adhere to race-neutral DBE participation commitment(s) made at the time of award.
D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award):
At termination of the Contract, the successful Consultant shall complete and submit to Commission
a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event
DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable
reporting requirements.
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Exhibit D-5
E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE
Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and
supply the materials for which they are listed, unless Consultant has received prior written
authorization from Commission to perform the work with other forces or to obtain the materials from
other sources. Consultant shall provide written notification to Commission in a timely manner of any
changes to its anticipated DBE participation. This notice should be provided prior to the
commencement of that portion of the work.
F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this
Agreement, the decertified subconsultant shall notify Consultant in writing with the date of
decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this
Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification.
Consultant shall furnish the written documentation to Commission in a timely manner. Consultant
shall include this requirement in all subcontracts.
G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and
Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on
the basis of race, color, national origin, or sex in consideration of contract award opportunities.
Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a
manner consistent with non-discrimination objectives.
H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material
breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the
contract or such other remedy as the recipient deems appropriate, which may include, but is not
limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their
contracts no later than 30 days from receipt of each payment Commission makes to the Consultant.
49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract.
J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with
all DBE reporting and other requirements contained in this Agreement.
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Exhibit D-6
7. Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions
required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control
in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not
perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would
cause RCTC to be in violation of the FTA terms and conditions.
8. Debarment and Suspension.
The Consultant agrees to the following:
(1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR Part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220
and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise
excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT
regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB
regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or
requirements regarding participation with debarred or suspended recipients or third party
participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from
Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR
Part 1200.
9. ADA Access Requirements
The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act
of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as
amended, 29 USC Section 794; 49 USC Section 5301(d).
10. Fly America .
To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the
"Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR
Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants
are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and
transportation of their personal effects or property, to the extent such service is available, unless
travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The
Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum
adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary
to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly
America requirements. The Consultant agrees to include the requirements of this section in all
subcontracts that may involve international air transportation.
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Exhibit D-7
11. Cargo Preference - Use of United States-Flag Vessels
To the extent applicable to the Services, the Consultant agrees:
1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the
gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved,
whenever shipping any equipment, material, or commodities pursuant to the underlying contract to
the extent such vessels are available at fair and reasonable rates for United States-Flag commercial
vessels;
2. To furnish within 20 working days following the date of loading for shipments originating within
the United States or within 30 working days following the date of leading for shipments originating
outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in
English for each shipment of cargo described in the preceding paragraph to the Division of National
Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the
FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.)
3. To include these requirements in all subcontracts issued pursuant to this contract when the
subcontract may involve the transport of equipment, material, or commodities by ocean vessel.
11. Buy America – Not applicable.
12. Employment Provisions
To the extent applicable to the Services, Consultant shall comply with the following:
A. Equal Employment Opportunity — Not applicable.
B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable.
C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable.
D. Release of Retainage
No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by
Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant
from progress due subconsultants. Any violation of this provision shall subject the violating
Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section
7108.5 of the California Business and Professions Code. This requirement shall not be construed to
limit or impair any contractual, administrative, or judicial remedies, otherwise available to
Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by
Consultant or deficient subconsultant performance, or noncompliance by a subconsultant.
13. Termination for Convenience
RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement.
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Exhibit D-8
After such termination, the Consultant shall submit a final termination settlement proposal to RCTC
as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may
determine, on the basis of information available, the amount, if any due the Consultant because of
the termination and shall pay the amount determined. After the Consultant’s proposal is received,
RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified
to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final
determination and pay the amount determined. If the Consultant does not agree with this final
determination or the determination resulting from the lack of timely submission of a proposal, the
Consultant may appeal under the Disputes clause.
14. Administrative and Contractual Remedies on Breach; Termination for Cause
a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant
fails to make delivery of the supplies or to perform the services within the time specified herein or
any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract,
or so fails to make progress as to endanger performance of this contract in accordance with its terms.
In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant
shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after
receipt of notice from RCTC to cure the Breach.
b. RCTC may, by written notice of termination to the Consultant specifying the effective date
thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured
within the timeframe set forth in (a) above (“Uncured Breach”).
c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure
upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar
to those so terminated, or may complete the services with its own forces. The Consultant shall be
liable to RCTC for any excess costs for such similar supplies or services, and for any other costs
incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance
of this contract to the extent not terminated under the provisions of this clause.
d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any
excess costs if the failure to perform the contract arises out of causes beyond the control and without
the fault or negligence of the Consultant. If the failure to perform is caused by the default of a
Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and
the Subconsultant, and without the fault or negligence of either of them, the Consultant shall not be
liable for any excess costs for failure to perform, unless the supplies or services to be furnished by
the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to
meet the required project completion schedule.
e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at
the contract price. RCTC may withhold from amounts otherwise due the Consultant for such
completed services or supplies such sum as RCTC determines to be necessary to protect RCTC
against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for
any other costs related to the Uncured Breach.
f. If, after notice of termination of this contract for cause, it is determined for any reason that
an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the
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notice of termination had been issued pursuant to the provisions for termination for convenience of
RCTC.
g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law, equity or under this contract including,
but not limited to, the right to specific performance.
h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate
the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC
determines such action is in its best interest based on the nature of the Breach. Such actions shall not
limit any of RCTC’s remedies set forth above.
16. Disputes
a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact
arising under this Agreement which is not disposed of by supplemental agreement shall be
decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or
otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive
Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such
copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written
appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly
authorized representative for the determination of such appeals shall be final and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact
arising under this Agreement as limiting judicial review of any such decision to cases where fraud
by such official or his representative or board is alleged, provided, however, that any such decision
shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly
erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection
with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to
be heard and to offer evidence in support of its appeal.
c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the
performance of this Agreement and in accordance with the decision of RCTC's Deputy Executive
Director. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as making
final the decision of any RCTC official or representative on a question of law, which questions shall
be settled in accordance with the laws of the State of California.
17. Lobbying
See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure
Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid
for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New
Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name
of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on
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its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by
31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror
shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and
if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.”
18. Energy Conservation
The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act.
19. Clean Water
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The
Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in
turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional
Office.
d. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
The Consultant also agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FTA.
20. Clean Air
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to
report each violation to RCTC and understands and agrees that RCTC will, in turn, report each
violation as required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
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Exhibit D-11
c. The Consultant also agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FTA.
21. Recycled Products
Recovered Materials - The Consultant agrees to comply with all the requirements of Section
6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962),
including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order
12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part
247.
21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY
Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons
to Wear Masks While on Conveyances and at Transportation Hubs.
(a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”)
Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances
and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives
of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant
agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order,
to the extent the CDC Mask Order remains in effect.
(b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement
action for non-compliance with the CDC Mask Order, to the extent the CDC Mask Order remains in
effect, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant
to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by
2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or
regulation.
22. Safe Operation of Motor Vehicles
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,”
April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt
and promote on-the-job seat belt use policies and programs for its employees and other personnel
that operate company owned, rented, or personally operated vehicles, and to include this provision
in each third party subcontract involving the project.
a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs
for its employees and other personnel that operate company-owned vehicles, company-rented
vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer
to vehicles owned or leased either by the Consultant or RCTC.
b. The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes
caused by distracted drivers, including policies to ban text messaging while using an electronic
device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor
owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the
work performed under this contract.
23. Notification to FTA.
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Exhibit D-12
a. If a current or prospective legal matter that may affect the Federal Government emerges, the Consultant
must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which this
Agreement is being performed. The types of legal matters that require notification include, but are not limited
to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a
legal disagreement in any forum for any reason.
b. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s
interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal
Government’s administration or enforcement of federal laws, regulations, and requirements.
c. Additional Notice to U.S. DOT Inspector General. The Consultant must promptly notify the U.S. DOT
Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the
Commission located, if Consultant has knowledge of potential fraud, waste, or abuse occurring on a Project
receiving assistance from FTA. The notification provision applies if a person has or may have submitted a
false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal
or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation
or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. Knowledge, as used
in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal,
state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or
probable cause that could support a criminal indictment, or any other credible information in the possession
of the Consultant. In this paragraph, “promptly” means to refer information without delay and without change.
24. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or
systems that uses covered telecommunications equipment or services as a substantial or essential component
of any system, or as critical technology as part of any system funded under this Contract. As described in
Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).
a. For the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes, video surveillance and telecommunications equipment
produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using such equipment.
c. Telecommunications or video surveillance equipment or services produced or provided by an entity
that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of
the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise
connected to, the government of a covered foreign country.
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Exhibit E-1
EXHIBIT "E"
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the _______________________ and duly authorized
representative of the firm of _____________________________________ whose address
is ____________________________________________________, and that, except as
hereby expressly stated, neither I nor the above firm that I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit or secure
this agreement; nor
(b) agreed, as an express or implied condition for obtaining this Agreement, to
employ or retain the services of any firm or person in connection with carrying
out the agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection with,
procuring or carrying out this agreement.
I acknowledge that this Certificate is to be made available to the California
Department of Transportation (Caltrans) in connection with this agreement involving
participation of Federal-aid Highway funds, and is subject to applicable State and Federal
laws, both criminal and civil.
By: ____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
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Exhibit F-1
EXHIBIT “F” – LOBBYING ACTIVITIES DISCLOSURE
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Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________
4. Name and Address of Reporting Entity 5. If Reporting Entity in No. 4 is Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known
6. Federal Department/Agency:7. Federal Program Name/Description:
CFDA Number, if applicable ____________________
8.Federal Action Number, if known:9.Award Amount, if known:
10.Name and Address of Lobby Entity 11.Individuals Performing Services
(If individual, last name, first name, MI)(including address if different from No. 10)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply)
$ _____________ actual planned a. retainer
b. one-time fee
13.Form of Payment (check all that apply):c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _______________e deferred
Value _____________ f. other, specify _________________________
15.Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)
16.Continuation Sheet(s) attached: Yes No
17.Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: ________________________________________
Print Name: _______________________________________
Title: ____________________________________________
Telephone No.: ____________________ Date:
Authorized for Local Reproduction
Federal Use Only:Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files
APPENDIX L - 1
NO JACOBS LOBBYING
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Agreement No. 23-33-070-00
PROFESSIONAL SERVICES AGREEMENT
WITH FTA AND PROPOSITION 1B FUNDING ASSISTANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH
KLEINFELDER CONSTRUCTION SERVICES, INC.
FOR ON-CALL
CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING,
AND CONSTRUCTION SURVEYING SERVICES
FOR THE
CONSTRUCTION OF COMMUTER RAIL STATION CAPITAL IMPROVEMENT
PROJECTS
Parties and Date.
This Agreement is made and entered into this ___ day of _______, 2023,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the
Commission") and KLEINFELDER CONSTRUCTION SERVICES, INC. ("Consultant"), a
CORPORATION. The Commission and Consultant are sometimes referred to herein
individually as “Party”, and collectively as the “Parties”.
Recitals.
A.On November 8, 1988 the Voters of Riverside County approved Measure A
authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the
"tax") to fund transportation programs and improvements within the County of Riverside,
and adopting the Riverside County Transportation Improvement Plan (the "Plan").
B.Pursuant to Public Utility Code Sections 240000 et seq., the Commission is
authorized to allocate the proceeds of the Tax in furtherance of the Plan.
C.On November 5, 2002, the voters of Riverside County approved an
extension of the Measure A tax for an additional thirty (30) years for the continued funding
of transportation and improvements within the County of Riverside.
D.A source of funding for payment for on-call professional consulting services
provided under this Agreement may be Proposition 1B funds (“Prop 1B”) funds
administered by the California Department of Transportation (“Caltrans”), and/or funds
from the Federal Transit Administration (“FTA”). This Agreement shall not be deemed to
be approved by the Commission until the certification shown in Exhibit “E” attached hereto
and incorporated herein by reference, is executed.
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E. Consultant desires to perform and assume responsibility for the provision
of certain on-call construction management services for the construction of commuter rail
station capital improvement projects in the County of Riverside, California. Services shall
be provided on the terms and conditions set forth in this Agreement and in the task
order(s) to be solicited, awarded and authorized by Commission as further described in
this Agreement (“Task Order”). Consultant represents that it is experienced in providing
such services to public clients, is licensed in the State of California (if necessary), and is
familiar with the plans of the Commission.
G. Commission desires to engage Consultant to render such services on an
on-call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this
Agreement for future projects as set forth herein and in each Task Order (each such
project shall be designated a “Project” under this Agreement).
Terms.
1. General Scope of Services. Consultant shall furnish all technical and
professional services, including labor, material, equipment, transportation, supervision
and expertise, and incidental and customary work necessary to fully and adequately
supply the on-call construction management services for the Projects ("Services"). The
Services are generally described in Exhibit "A" attached hereto and incorporated herein
by reference. The Services shall be more particularly described in the individual Task
Orders issued by the Commission’s Executive Director or designee. No Services shall
be performed unless authorized by a fully executed Task Order. All Services shall be
subject to, and performed in accordance with, this Agreement, the relevant Task Order,
the exhibits attached hereto and incorporated herein by reference, and all applicable
local, state and federal laws, rules and regulations.
2. Task Orders; Commencement of Services; Schedule of Services. Services
under this Agreement shall be requested by the Commission pursuant to Task Order
requests. If Commission accepts Consultant’s Task Order proposal, Commission shall
issue a purchase order or executed task order for the Services (“Commission’s Task
Order Authorization”). Consultant’s agreement to the final terms of a proposed Task
Order, Commission’s Task Order Authorization and Consultant’s commencement of the
Services shall indicate the Parties’ agreement to the terms of the relevant Task Order.
Consultant shall commence Services under a Task Order within five (5)
days of receiving Commission’s Task Order Authorization.
Consultant shall perform the Services expeditiously, in accordance with the
Schedule of Services set forth in a Task Order. Consultant represents that it has the
professional and technical personnel required to perform the Services in conformance
with such conditions. In order to facilitate Consultant's conformance with the Schedule,
Commission shall respond to Consultant's submittals in a timely manner. Upon request
of the Commission, Consultant shall provide a more detailed schedule of anticipated
performance to meet the Schedule of Services.
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3. Pre-Award Audit. As a result of the funding for this Project, and to the extent
Caltrans procedures apply in connection therewith, issuance of a “Notice to Proceed” or
other authorization to proceed under a Task Order may be contingent upon completion
and approval of a pre-award audit. Any questions raised during the pre-award audit shall
be resolved before the Commission will consider approval of this Agreement. The funding
provided under this Agreement is contingent on meeting all funding requirements and
could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the
procedures are not completed. The Consultant’s files shall be maintained in a manner to
facilitate State process reviews. In addition, Caltrans may require that prior to
performance of any work for which funding reimbursement through Caltrans is requested
and provided, that Caltrans must give to Commission an “Authorization to Proceed”.
4. Audit Procedures.
4.1 Consultant and certain subconsultant contracts, including cost
proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract
audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR
audit work paper review. If selected for audit or review, this Agreement, Consultant’s cost
proposal and ICR and related work papers, if applicable, will be reviewed to verify
compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances
of a CPA ICR audit work paper review it is Consultant’s responsibility to ensure federal,
state, or local government officials are allowed full access to the CPA’s work papers
including making copies as necessary. This Agreement, Consultant’s cost proposal, and
ICR shall be adjusted by Consultant and approved by the Commission’s contract
manager to conform to the audit or review recommendations. Consultant agrees that
individual terms of costs identified in the audit report shall be incorporated into this
Agreement by this reference if directed by Commission at its sole discretion. Refusal by
Consultant to incorporate audit or review recommendations, or to ensure that the federal,
state or local governments have access to CPA work papers, will be considered a breach
of the Agreement terms and cause for termination of this Agreement and disallowance
of prior reimbursed costs. Additional audit provisions applicable to this Agreement are
set forth in Sections 22 and 23 of this Agreement.
Section 4.2 and 4.3 shall apply to the extent applicable to the Task Order and funding
source.
4.2 During any Caltrans’ review of the ICR audit work papers created
by the Consultant’s independent CPA, Caltrans will work with the CPA and/or Consultant
toward a resolution of issues that arise during the review. Each party agrees to use its
best efforts to resolve any audit disputes in a timely manner. If Caltrans identifies
significant issues during the review and is unable to issue a cognizant approval letter,
Commission will reimburse the Consultant at an accepted ICR until a FAR (Federal
Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAGAS (Generally
Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in
accordance with procedures and guidelines of the American Association of State
Highways and Transportation Officials (AASHTO) Audit Guide; and other applicable
procedures and guidelines is received and approved by Caltrans.
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted
rate reimbursed will be ninety percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred
percent (200%) - the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted
rate will be seventy-five percent (75%) of the proposed rate.
4.3 If Caltrans is unable to issue a cognizant letter per Section 4.2
above, Caltrans may require Consultant to submit a revised independent CPA-audited
ICR and audit report within three (3) months of the effective date of the Caltrans’
management letter. Caltrans will then have up to six (6) months to review the
Consultant’s and/or the independent CPA’s revisions.
If the Consultant fails to comply with the provisions of this Section 4, or if
Caltrans is still unable to issue a cognizant approval letter after the revised independent
CPA audited ICR is submitted, overhead cost reimbursement will be limited to the
accepted ICR that was established upon initial rejection of the ICR and set forth in
Section 4.2 above for all rendered services. In this event, this accepted ICR will become
the actual and final ICR for reimbursement purposes under this Agreement.
Consultant may submit to Commission final invoice only when all of the
following items have occurred: (1) Caltrans accepts or adjusts the original or revised
independent CPA audited ICR; (2) all work under this Agreement has been completed
to the satisfaction of Commission; and, (3) Caltrans has issued its final ICR review letter.
The Consultant must submit its final invoice to Commission no later than sixty (60)
calendar days after occurrence of the last of these items. The accepted ICR will apply
to this Agreement and all Task Orders issued under this Agreement, and all other
agreements executed between the Commission and the Consultant, either as a prime or
subconsultant, with the same fiscal period ICR.
5. Term.
5.1 This Agreement shall go into effect on the date first set forth above,
contingent upon approval by Commission, and Consultant shall commence work after
notification to proceed by Commission’s Contract Administrator. This Agreement shall
end on (DATE), unless extended by contract amendment. The Commission may extend
the term of this Agreement, in its sole discretion, for one additional two (2) year period.
5.2 Consultant is advised that any recommendation for contract award
is not binding on Commission until this Agreement is fully executed and approved by the
Commission.
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5.3 This Agreement shall remain in effect until the date set forth above,
unless earlier terminated as provided herein. Consultant shall complete the Services
within the term of this Agreement, and shall meet any other established schedules and
deadlines. All applicable indemnification provisions of this Agreement shall remain in
effect following the termination of this Agreement.
6. Commission's Contract Administrator. The Commission hereby designates
the Commission's Executive Director, or his or her designee, to act as its Contract
Administrator for the performance of this Agreement ("Commission’s Contract
Administrator"). Commission’s Contract Administrator shall have the authority to act on
behalf of the Commission for all purposes under this Agreement. Commission’s Contract
Administrator shall also review and give approval, as needed, to the details of
Consultant's work as it progresses. Consultant shall not accept direction or orders from
any person other than the Commission’s Contract Administrator or his or her designee.
7. Consultant's Representative. Consultant hereby designates Marc McIntyre
to act as its Representative for the performance of this Agreement ("Consultant’s
Representative"). Consultant's Representative shall have full authority to act on behalf
of Consultant for all purposes under this Agreement. The Consultant’s Representative
shall supervise and direct the Services, using his or her professional skill and attention,
and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
Consultant shall work closely and cooperate fully with Commission’s Contract
Administrator and any other agencies which may have jurisdiction over, or an interest in,
the Services. Consultant's Representative shall be available to the Commission staff at
all reasonable times. Any substitution in Consultant's Representative shall be approved
in writing by Commission’s Contract Administrator.
8. Substitution of Key Personnel. Consultant has represented to the
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval by the
Commission. In the event that the Commission and Consultant cannot agree as to the
substitution of the key personnel, the Commission shall be entitled to terminate this
Agreement for cause, pursuant to the provisions herein. The key personnel for
performance of this Agreement are: Marc McIntyre, Ben Rhode, KC Schaefer, Keith
Kranda, Roberto Becerra, Mark Plotnikiewicz, Rey Nocon, or as otherwise identified in
the Task Order.
9. Standard of Care; Licenses. Consultant represents and maintains that it is
skilled in the professional calling necessary to perform all Services, duties and obligations
required by this Agreement to fully and adequately complete the Project. Consultant shall
perform the Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant warrants that all employees and subcontractors shall have
sufficient skill and experience to perform the Services assigned to them. Consultant
further represents and warrants to the Commission that its employees and subcontractors
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have all licenses, permits, qualifications and approvals of whatever nature that are legally
required to perform the Services, and that such licenses and approvals shall be
maintained throughout the term of this Agreement. Consultant shall perform, at its own
cost and expense and without reimbursement from the Commission, any services
necessary to correct errors or omissions which are caused by the Consultant’s failure to
comply with the standard of care provided for herein, and shall be fully responsible to the
Commission for all damages and other liabilities provided for in the indemnification
provisions of this Agreement arising from the Consultant’s errors and omissions. Any
employee of Consultant or its sub-consultants who is determined by the Commission to
be uncooperative, incompetent, a threat to the adequate or timely completion of the
Project, a threat to the safety of persons or property, or any employee who fails or refuses
to perform the Services in a manner acceptable to the Commission, shall be promptly
removed from the Project by the Consultant and shall not be re-employed to perform any
of the Services or to work on the Project.
10. Independent Contractor. The Services shall be performed by Consultant or
under its supervision. Consultant will determine the means, methods and details of
performing the Services subject to the requirements of this Agreement. Commission
retains Consultant on an independent contractor basis and not as an employee, agent or
representative of the Commission. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall at all times
be under Consultant's exclusive direction and control. Consultant shall pay all wages,
salaries and other amounts due such personnel in connection with their performance of
Services and as required by law. Consultant shall be responsible for all reports and
obligations respecting such personnel, including but not limited to, social security taxes,
income tax withholdings, unemployment insurance, disability insurance, and workers'
compensation insurance.
11. Project Progress.
11.1 Modification of the Schedule. Consultant shall regularly report to
the Commission, through correspondence or progress reports, its progress in providing
required Services within the scheduled time periods. Commission shall be promptly
informed of all anticipated delays. In the event that Consultant determines that a
schedule modification is necessary, Consultant shall promptly submit a revised Schedule
of Services for approval by Commission’s Contract Administrator.
11.2 Trend Meetings. Consultant shall conduct trend meetings with the
Commission’s Contract Administrator and other interested parties, as requested by the
Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a
standard day and time. These trend meetings will encompass focused and informal
discussions concerning scope, schedule, and current progress of Services, relevant cost
issues, and future Project objectives. Consultant shall be responsible for the preparation
and distribution of meeting agendas to be received by the Commission and other
attendees no later than three (3) working days prior to the meeting.
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11.3 Progress Reports. As part of its monthly invoice, Consultant shall
submit a progress report, in a form determined by the Commission, which will indicate
the progress achieved during the previous month in relation to the Schedule of Services.
Submission of such progress report by Consultant shall be a condition precedent to
receipt of payment from the Commission for each monthly invoice submitted.
12. Delay in Performance.
12.1 Excusable Delays. Should Consultant be delayed or prevented
from the timely performance of any act or Services required by the terms of the
Agreement by reason of acts of God or of the public enemy, acts or omissions of the
Commission or other governmental agencies in either their sovereign or contractual
capacities, fires, floods, pandemics, epidemics, quarantine restrictions, strikes, freight
embargoes or unusually severe weather, performance of such act shall be excused for
the period of such delay.
12.2 Written Notice. If Consultant believes it is entitled to an extension
of time due to conditions set forth in subsection 12.1, Consultant shall provide written
notice to the Commission within seven (7) working days from the time Consultant knows,
or reasonably should have known, that performance of the Services will be delayed due
to such conditions. Failure of Consultant to provide such timely notice shall constitute a
waiver by Consultant of any right to an excusable delay in time of performance.
12.3 Mutual Agreement. Performance of any Services under this
Agreement may be delayed upon mutual agreement of the Parties. Upon such
agreement, Consultant's Schedule of Services shall be extended as necessary by the
Commission. Consultant shall take all reasonable steps to minimize delay in completion,
and additional costs, resulting from any such extension.
13. Preliminary Review of Work. All reports, working papers, and similar work
products prepared for submission in the course of providing Services under this
Agreement shall be submitted to the Commission’s Contract Administrator in draft form,
and the Commission may require revisions of such drafts prior to formal submission and
approval. In the event plans and designs are to be developed as part of the Project, final
detailed plans and designs shall be contingent upon obtaining environmental clearance
as may be required in connection with Federal funding. In the event that Commission’s
Contract Administrator, in his or her sole discretion, determines the formally submitted
work product to be not in accordance with the standard of care established under this
Agreement, Commission’s Contract Administrator may require Consultant to revise and
resubmit the work at no cost to the Commission.
14. Appearance at Hearings. If and when required by the Commission,
Consultant shall render assistance at public hearings or other meetings related to the
Project or necessary to the performance of the Services. However, Consultant shall not
be required to, and will not, render any decision, interpretation or recommendation
regarding questions of a legal nature or which may be construed as constituting a legal
opinion.
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15. Opportunity to Cure; Inspection of Work. Commission may provide
Consultant an opportunity to cure, at Consultant's expense, all errors and omissions
which may be disclosed during Project implementation. Should Consultant fail to make
such correction in a timely manner, such correction may be made by the Commission,
and the cost thereof charged to Consultant. Consultant shall allow the Commission’s
Contract Administrator and Caltrans to inspect or review Consultant's work in progress at
any reasonable time.
16. Claims Filed by Contractor.
16.1 If claims are filed by the Commission’s contractor for the Project
(“Contractor”) relating to work performed by Consultant’s personnel, and additional
information or assistance from the Consultant’s personnel is required by the Commission
in order to evaluate or defend against such claims; Consultant agrees to make
reasonable efforts to make its personnel available for consultation with the Commission’s
construction contract administration and legal staff and for testimony, if necessary, at
depositions and at trial or arbitration proceedings.
16.2 Consultant’s personnel that the Commission considers essential to
assist in defending against Contractor claims will be made available on reasonable
notice from the Commission. Consultation or testimony will be reimbursed at the same
rates, including travel costs that are being paid for the Consultant’s personnel services
under this Agreement.
16.3 Services of the Consultant’s personnel and other support staff in
connection with Contractor claims will be performed pursuant to a written contract
amendment, if necessary, extending the termination date of this Agreement in order to
finally resolve the claims.
16.4 Nothing contained in this Section shall be construed to in any way
limit Consultant’s indemnification obligations contained in Section 29. In the case of any
conflict between this Section and Section 29, Section 29 shall govern. This Section is
not intended to obligate the Commission to reimburse Consultant for time spent by its
personnel related to Contractor claims for which Consultant is required to indemnify and
defend the Commission pursuant to Section 29 of this Agreement.
17. Final Acceptance. Upon determination by the Commission that Consultant
has satisfactorily completed the Services required under this Agreement and within the
term set forth herein the Commission shall give Consultant a written Notice of Final
Acceptance. Upon receipt of such notice, Consultant shall incur no further costs
hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may
request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily
completed all Services required under the terms of this Agreement. In the event
copyrights are permitted under this Agreement, then in connection with Federal funding,
it is hereby acknowledged and agreed that the United States Department of
Transportation shall have the royalty-free non-exclusive and irrevocable right to
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reproduce, publish, or otherwise use, and to authorize others to use, the work for
governmental purposes.
18. Laws and Regulations. Consultant shall keep itself fully informed of and in
compliance with all local, state and federal laws, rules and regulations in any manner
affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. For example, and not by way of
limitation, Consultant shall keep itself fully informed of and in compliance with all
implementing regulations, design standards, specifications, previous commitments that
must be incorporated in the design of the Project, and administrative controls including
those of the United States Department of Transportation. Compliance with Federal
procedures may include completion of the applicable environmental documents and
approved by the United States Department of Transportation. For example, and not by
way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or
published Record of Decision may be required to be approved and/or completed by the
United States Department of Transportation. For Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the Commission, Consultant shall be solely responsible
for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission,
its officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
19. Fees and Payment.
19.1 The method of payment for this Agreement will be based on actual
cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct
costs) incurred by Consultant in performance of the Services. Consultant shall not be
reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved
Consultant cost proposal attached hereto as Exhibit “B” and incorporated herein by
reference, or any cost proposal included as part of a Task Order (“Cost Proposal”) unless
additional reimbursement is provided for by written amendment. In no event, shall
Consultant be reimbursed for overhead costs at a rate that exceeds Commission’s
approved overhead rate set forth in the Cost Proposal. To the extent legally permissible,
Consultant’s approved overhead rate shall be fixed for the term of this Agreement. In
the event that Commission determines that a change to the Services from that specified
in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time
or actual costs reimbursable by Commission shall be adjusted by written amendment to
accommodate the changed work. The maximum total cost as specified in Section 19.8
shall not be exceeded, unless authorized by a written amendment.
19.2 In addition to the allowable incurred costs, Commission shall pay
Consultant a fixed fee to be set forth in each Task Order (“Fixed Fee”). The Fixed Fee is
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nonadjustable for each Task Order, except in the event of a significant change in the
Scope of Services, and such adjustment is made by written amendment.
19.3 Reimbursement for transportation and subsistence costs shall not
exceed the rates specified in the approved Cost Proposal. In addition, payments to
Consultant for travel and subsistence expenses claimed for reimbursement or applied
as local match credit shall not exceed rates authorized to be paid exempt non-
represented State employees under current State Department of Personnel
Administration (DPA) rules, unless otherwise authorized by Commission. If the rates
invoiced are in excess of those authorized DPA rates, and Commission has not
otherwise approved said rates, then Consultant is responsible for the cost difference and
any overpayments shall be reimbursed to the Commission on demand.
19.4 When milestone cost estimates are included in the approved Cost
Proposal for a Task Order, Consultant shall obtain prior written approval for a revised
milestone cost estimate from the Contract Administrator before exceeding such cost
estimate.
19.5 Progress payments shall be made monthly in arrears based on
Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall
be included in the monthly progress payments. If Consultant fails to submit the required
deliverable items according to the schedule set forth in the Scope of Services,
Commission shall have the right to delay payment or terminate this Agreement in
accordance with the provisions of Section 21, Termination.
19.6 No payment shall be made prior to approval of any Services, nor for
any Services performed prior to approval of this Agreement.
19.7 Consultant shall be reimbursed, as promptly as fiscal procedures
will permit upon receipt by Commission’s Contract Administrator of itemized invoices in
triplicate. Invoices shall be submitted no later than 45 calendar days after the
performance of work for which Consultant is billing. Invoices shall detail the work
performed on each milestone and each project as applicable. Invoices shall follow the
format stipulated for the approved Cost Proposal and shall reference this Agreement
number and project title. Final invoice must contain the final cost and all credits due
Commission including any equipment purchased under the Equipment Purchase
provisions of this Agreement. The final invoice should be submitted within 60 calendar
days after completion of Consultant’s work. Invoices shall be mailed to Commission’s
Contract Administrator at the following address:
Riverside County Transportation Commission
Attention: Accounts Payable
P.O. 12008
Riverside, CA 92502
19.8 The total amount payable by Commission, including the Fixed Fee,
shall not exceed the amount set forth in each Task Order.
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19.9 Commission has or will enter into Three (3) task order contracts for
performance of the Scope of Services identified in Exhibit “A”, including this Agreement
(“Construction Management Services Task Order Contracts”). The other Construction
Management Services Task Order Contracts are AECOM (23-33-047-00) and Jacobs
Project Management Co (23-33-069-00). The total amount payable by Commission for
the Construction Management Services Task Order Contracts shall not exceed a
cumulative maximum total value of Eight Million Dollars ($8,000,000) (“NTE Sum”). It is
understood and agreed that there is no guarantee, either expressed or implied that this
dollar amount will be authorized under the Construction Management Services Task
Order Contracts through Task Orders. Each time a Task Order is awarded under any of
the Construction Management Services Task Order Contracts, Commission must send
written notification to Consultant and each of the other consultants entering into the
Construction Management Services Task Order Contracts. The notice must identify the
total funds allocated under issued Task Orders, and the remaining unencumbered
amount of the NTE Sum. Consultant acknowledges and agrees that Commission must
not pay any amount under this Agreement that would exceed the NTE Sum, and
Consultant must not enter into a Task Order that exceeds the NTE Sum.
19.10 Salary increases shall be reimbursable if the new salary is within the
salary range identified in the approved Cost Proposal and is approved by Commission’s
Contract Administrator. For personnel subject to prevailing wage rates as described in
the California Labor Code, all salary increases, which are the direct result of changes in
the prevailing wage rates are reimbursable.
19.11 Consultant shall not be reimbursed for any expenses unless
authorized in writing by the Commission’s Contract Administrator.
19.12 All subcontracts in excess of $25,000 shall contain the above
provisions.
20. Disputes.
20.1 Any dispute, other than audit, concerning a question of fact arising
under this Agreement that is not disposed of by mutual agreement of the Parties shall
be decided by a committee consisting of RCTC’s Contract Administrator and the Director
of Capital Projects, who may consider written or verbal information submitted by
Consultant.
20.2 Not later than 30 days after completion of all Services under this
Agreement, Consultant may request review by the Commission’s Executive Director of
unresolved claims or disputes, other than audit. The request for review will be submitted
in writing.
20.3 Neither the pendency of a dispute, nor its consideration by the
committee will excuse Consultant from full and timely performance in accordance with
the terms of this Agreement.
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21. Termination.
21.1 Commission reserves the right to terminate this Agreement upon
thirty (30) calendar days written notice to Consultant, for any or no reason, with the
reasons for termination stated in the notice. Commission may terminate Services under
a Task Order, at any time, for any or no reason, with the effective date of termination to
be specified in the notice of termination of Task Order.
21.2 Commission may terminate this Agreement with Consultant should
Consultant fail to perform the covenants herein contained at the time and in the manner
herein provided. In the event of such termination, Commission may proceed with the
Services in any manner deemed proper by Commission. If Commission terminates this
Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant
under this Agreement for Services completed and accepted prior to termination, unless
the cost of completion to Commission exceeds the funds remaining in the Agreement. In
such case, the overage shall be deducted from any sum due Consultant under this
Agreement and the balance, if any, shall be paid to Consultant upon demand.
21.3 In addition to the above, payment upon termination shall include a
prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit
on unperformed Services. Consultant shall provide documentation deemed adequate by
Commission’s Contract Administrator to show the Services actually completed by
Consultant prior to the effective date of termination. This Agreement shall terminate on
the effective date of the Notice of Termination
21.4 Upon receipt of the written Notice of Termination, Consultant shall
discontinue all affected Services as directed in the Notice or as otherwise provided
herein, and deliver to the Commission all Documents and Data, as defined in this
Agreement, as may have been prepared or accumulated by Consultant in performance
of the Services, whether completed or in progress.
21.5 In addition to the above, Consultant shall be liable to the
Commission for any reasonable additional costs incurred by the Commission to revise
work for which the Commission has compensated Consultant under this Agreement, but
which the Commission has determined in its sole discretion needs to be revised, in part
or whole, to complete the Project because it did not meet the standard of care
established in this Agreement. Termination of this Agreement for cause may be
considered by the Commission in determining whether to enter into future agreements
with Consultant.
21.6 The rights and remedies of the Parties provided in this Section are
in addition to any other rights and remedies provided by law or under this Agreement.
21.7 Consultant, in executing this Agreement, shall be deemed to have
waived any and all claims for damages which may otherwise arise from the
Commission's termination of this Agreement, for convenience or cause, as provided in
this Section.
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21.8 Consultant may not terminate this Agreement except for cause.
22. Cost Principles and Administrative Requirements.
22.1 Consultant agrees that the Contract Cost Principles and
Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000
et seq., shall be used to determine the cost allowability of individual items.
22.2 Consultant also agrees to comply with federal procedures in
accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost
Principles, and Audit Requirements for Federal Awards.
22.3 Any costs for which payment has been made to CONSULTANT that
are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48
CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are
subject to repayment by Consultant to Commission.
22.4 All subcontracts in excess of $25,000 shall contain the above
provisions.
23. Retention of Records/Audit. For the purpose of determining compliance
with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21,
California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and
other matters connected with the performance of this Agreement pursuant to Government
Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make
available for inspection all books, documents, papers, accounting records, and other
evidence pertaining to the performance of this Agreement, including but not limited to, the
costs of administering this Agreement. All parties shall make such materials available at
their respective offices at all reasonable times during the Agreement period and for three
years from the date of final payment under this Agreement. The State, State Auditor,
Commission, or any duly authorized representative of the State or Federal Government
shall have access to any books, records, and documents of Consultant and it’s certified
public accountants (CPA) work papers that are pertinent to this Agreement and, if
applicable, indirect cost rates (ICR) for audit, examinations, excerpts, and transactions,
and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000
shall contain this provision.
23.1 Accounting System. Consultant and its subcontractors shall
establish and maintain an accounting system and records that properly accumulate and
segregate expenditures by line item for the Services. The accounting system of
Consultant and its subcontractors shall conform to Generally Accepted Accounting
Principles (GAAP), enable the determination of incurred costs at interim points of
completion, and provide support for reimbursement payment vouchers or invoices.
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24. Audit Review Procedures.
24.1 Any dispute concerning a question of fact arising under an interim
or post audit of this Agreement that is not disposed of by agreement, shall be reviewed
by Commission’s Chief Financial Officer.
24.2 Not later than 30 days after issuance of the final audit report,
Consultant may request a review by Commission’s Chief Financial Officer of unresolved
audit issues. The request for review will be submitted in writing.
24.3 Neither the pendency of a dispute nor its consideration by
Commission shall excuse Consultant from full and timely performance, in accordance
with the terms of this Agreement.
25. Subcontracting.
25.1 Nothing contained in this Agreement or otherwise, shall create any
contractual relation between Commission and any subconsultant(s), and no subcontract
shall relieve Consultant of its responsibilities and obligations hereunder. Consultant
agrees to be as fully responsible to Commission for the acts and omissions of its
subconsultant(s) and of persons either directly or indirectly employed by any of them as
it is for the acts and omissions of persons directly employed by Consultant. Consultant’s
obligation to pay its subconsultant(s) is an independent obligation from Commission’s
obligation to make payments to the Consultant.
25.2 Consultant shall perform the Services contemplated with resources
available within its own organization and no portion of the Services pertinent to this
Agreement shall be subcontracted without written authorization by Commission’s
Contract Administrator, except that, which is expressly identified in the approved Cost
Proposal.
25.3 Consultant shall pay its subconsultants within ten (10) calendar
days from receipt of each payment made to Consultant by Commission.
25.4 Any subcontract in excess of $25,000 entered into as a result of this
Agreement shall contain all the provisions stipulated in this Agreement to be applicable
to subconsultants.
25.5 Any substitution of subconsultant(s) must be approved in writing by
Commission’s Contract Administrator prior to the start of work by the subconsultant(s).
25.6 Exhibit “B” may set forth the rates at which each subconsultant shall
bill the Consultant for Services and that are subject to reimbursement by the Commission
to Consultant. Additional Direct Costs, as defined in Exhibit “B” shall be the same for
both the Consultant and all subconsultants, unless otherwise identified in Exhibit “B” or
in a Task Order. The subconsultant rate schedules and cost proposals contained herein
are for accounting purposes only.
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26. Equipment Purchase
26.1 Prior authorization, in writing, by Commission’s Contract
Administrator shall be required before Consultant enters into any unbudgeted purchase
order, or subcontract for supplies, equipment, or services. Consultant shall provide an
evaluation of the necessity or desirability of incurring such costs.
26.2 For purchase of any item, service or consulting work not covered in
the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission’s
Contract Administrator is required. Three competitive quotations must be submitted with
the request for such purchase, or the absence of bidding must be adequately justified.
26.3 Any equipment purchased as a result of this Agreement is subject
to the following: Consultant shall maintain an inventory of all nonexpendable property.
Nonexpendable property is defined as having a useful life of at least two years and an
acquisition cost of $5,000 or more. If the purchased equipment needs replacement and
is sold or traded in, Commission shall receive a proper refund or credit at the conclusion
of this Agreement, or if this Agreement is terminated, Consultant may either keep the
equipment and credit Commission in an amount equal to its fair market value, or sell
such equipment at the best price obtainable at a public or private sale, in accordance
with established Commission procedures; and credit Commission in an amount equal to
the sales price. If Consultant elects to keep the equipment, fair market value shall be
determined at Consultant’s expense, on the basis of a competent independent appraisal
of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable
to by Commission and Consultant. If Consultant determines to sell the equipment, the
terms and conditions of such sale must be approved in advance by Commission. 2 CFR,
Part 200 requires a credit to Federal funds when participating equipment with a fair
market value greater than $5,000 is credited to the Project.
26.4 All subcontracts in excess $25,000 shall contain the above
provisions.
27. Labor Code Requirements.
27.1 Prevailing Wages.
(a) Consultant shall comply with the State of California’s General
Prevailing Wage Rate requirements in accordance with California Labor Code, Section
1770, and all Federal, State, and local laws and ordinances applicable to the Services.
(b) Any subcontract entered into as a result of this Agreement, if
for more than $25,000 for public works construction or more than $15,000 for the
alteration, demolition, repair, or maintenance of public works, shall contain all of the
provisions of this Section.
(c) When prevailing wages apply to the Services described in the
Scope of Services, transportation and subsistence costs shall be reimbursed at the
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minimum rates set by the Department of Industrial Relations (DIR) as outlined in the
applicable Prevailing Wage Determination. See http://www.dir.ca.gov.
(d) Copies of the prevailing rate of per diem wages in effect at
commencement of this Agreement are on file at the Commission’s offices. Consultant
shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services available to interested parties upon
request, and shall post copies at the Consultant’s principal place of business and at the
project site. Consultant shall defend, indemnify and hold the Commission, its elected
officials, officers, employees and agents free and harmless from any claims, liabilities,
costs, penalties or interest arising out of any failure or alleged failure to comply with the
Prevailing Wage Laws.
27.2 DIR Registration. Since the Services are being performed as part
of an applicable “public works” or “maintenance” project, then pursuant to Labor Code
Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered
with the Department of Industrial Relations. Consultant shall maintain registration for the
duration of the Project and require the same of any subconsultants. This Project may
also be subject to compliance monitoring and enforcement by the Department of
Industrial Relations. It shall be Consultant’s sole responsibility to comply with all
applicable registration and labor compliance requirements.
27.3 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day’s work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during
any one calendar day, and forty hours in any one calendar week, except when payment
for overtime is made at not less than one and one-half the basic rate for all hours worked
in excess of eight hours per day (“Eight-Hour Law”), unless Consultant or the Services
are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a
penalty, $50.00 for each worker employed in the execution of this Agreement by him, or
by any sub-consultant under him, for each calendar day during which such workman is
required or permitted to work more than eight hours in any calendar day and forty hours
in any one calendar week without such compensation for overtime violation of the
provisions of the California Labor Code, unless Consultant or the Services are not
subject to the Eight-Hour Law.
27.4 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant and
any subcontractor hereunder who employs workers in any apprenticeable craft or trade
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shall apply to the joint apprenticeship council administering applicable standards for a
certificate approving Consultant or any sub-consultant for the employment and training of
apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall
employ the number of apprentices provided for therein, as well as contribute to the fund
to administer the apprenticeship program in each craft or trade in the area of the work
hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant
28. Ownership of Materials/Confidentiality.
28.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
28.2 Intellectual Property. In addition, Commission shall have and retain
all right, title and interest (including copyright, patent, trade secret and other proprietary
rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer
programs or software and source code, enhancements, documents, and any and all
works of authorship fixed in any tangible medium or expression, including but not limited
to, physical drawings or other data magnetically or otherwise recorded on computer
media (“Intellectual Property”) prepared or developed by or on behalf of Consultant under
this Agreement as well as any other such Intellectual Property prepared or developed by
or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
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wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly available and any other computer applications,
shall continue to be the property of the Consultant. However, unless otherwise identified
and stated prior to execution of this Agreement, Consultant represents and warrants that
it has the right to grant the exclusive and perpetual license for all such Intellectual Property
as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
28.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission,
be used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production
or other similar medium without the prior written consent of Commission.
28.4 Infringement Indemnification. Consultant shall defend, indemnify
and hold the Commission, its directors, officials, officers, employees, volunteers and
agents free and harmless, pursuant to the indemnification provisions of this Agreement,
for any alleged infringement of any patent, copyright, trade secret, trade name,
trademark, or any other proprietary right of any person or entity in consequence of the
use on the Project by Commission of the Documents & Data, including any method,
process, product, or concept specified or depicted.
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29. Indemnification. To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold Commission, Caltrans and their directors, officials, officers,
employees, consultants, volunteers, and agents free and harmless from any and all
claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in
law or equity, to property or persons, including wrongful death, inverse condemnation,
and any claims related to property acquisition and relocation rules or failure to detect or
abate hazardous materials, which are brought by a third party, and which , in any manner
arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants, and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of consequential damages, expert
witness fees, and attorneys fees and other related costs and expenses. Consultant shall
defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits,
actions or other legal proceedings of every kind that may be brought or instituted against
Commission, Caltrans, and their directors, officials, officers, employees, consultants,
agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree
that may be rendered against Commission, Caltrans or their directors, officials, officers,
employees, consultants, agents, or volunteers, in any such suit, action or other legal
proceeding. Consultant shall reimburse Commission, Caltrans and their directors,
officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal
expenses and costs, including reasonable attorney’s fees, incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
Commission, Caltrans or their directors, officials officers, employees, consultants, agents,
or volunteers. Notwithstanding the foregoing, to the extent Consultant’s Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s
obligations as set forth in this Section 29 shall survive expiration or termination of this
Agreement.
30. Insurance.
30.1 Time for Compliance. Consultant shall not commence work under
this Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this Section, in a form and with insurance
companies acceptable to the Commission. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance
required under this Section.
30.2 Minimum Requirements. Consultant shall, at its expense, procure
and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees
or subcontractors. Consultant shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall
meet at least the following minimum levels of coverage:
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(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. Consultant shall maintain limits
no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with
general aggregate limit is used, either the general aggregate limit shall apply separately
to this Agreement/location or the general aggregate limit shall be twice the required
occurrence limit. Limits may be achieved by any combination of primary and excess or
umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage. Limits may be achieved by any combination of primary and
excess or umbrella liability insurance; and (3) Workers’ Compensation and Employer’s
Liability: Workers’ Compensation limits as required by the Labor Code of the State of
California. Employer’s Practices Liability limits of $1,000,000 per accident.
30.3 Professional Liability. Consultant shall procure and maintain, and
require its sub-consultants to procure and maintain, for a period of five (5) years following
completion of the Project, errors and omissions liability insurance appropriate to their
profession. For Consultant, such insurance shall be in an amount not less than
$1,000,000 per claim. This insurance shall be endorsed to include contractual liability
applicable to this Agreement and shall be written on a policy form coverage specifically
designed to protect against acts, errors or omissions of the Consultant. “Covered
Professional Services” as designated in the policy must specifically include work
performed under this Agreement. The policy must “pay on behalf of” the insured and
must include a provision establishing the insurer's duty to defend. Subconsultants of
Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim.
Notwithstanding the foregoing, the Commission may consider written requests to lower
or dispense with the errors and omissions liability insurance requirement contained in
this Section for certain subconsultants of Consultant, on a case-by-case basis,
depending on the nature and scope of the Services to be provided by the subconsultant.
Approval of such request shall be in writing, signed by the Commission’s Contract
Administrator.
30.4 Aircraft Liability Insurance. Prior to conducting any Services
requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured
and maintained, aircraft liability insurance or equivalent form, with a single limit as shall
be required by the Commission. Such insurance shall include coverage for owned, hired
and non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf
of the Consultant.
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30.5 Insurance Endorsements. The insurance policies shall contain the
following provisions, or Consultant shall provide endorsements on forms approved by
the Commission to add the following provisions to the insurance policies:
(a) General Liability.
(i) Commercial General Liability Insurance must include
coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate
limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion
deleted; (7) contractual liability with respect to this Agreement; (8) broad form property
damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or provisions
limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits
by one insured against another; or (3) contain any other exclusion contrary to this
Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20
10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the policy shall
be “primary and non-contributory” and will not seek contribution from the Commission’s
or Caltrans’ insurance or self-insurance and shall be at least as broad as CG 20 01 04
13, or endorsements providing the exact same coverage.
(b) Automobile Liability. The automobile liability policy shall be
endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2)
the insurance coverage shall be primary insurance as respects the Commission, Caltrans
and their directors, officials, officers, employees and agents, or if excess, shall stand in
an unbroken chain of coverage excess of the Consultant’s scheduled underlying
coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and
their directors, officials, officers, employees and agents shall be excess of the
Consultant’s insurance and shall not be called upon to contribute with it in any way.
(c) Workers’ Compensation and Employers Liability Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer
to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with such provisions
before commencing work under this Agreement.
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(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and
agents for losses paid under the terms of the insurance policy which arise from work
performed by the Consultant.
(d) All Coverages.
(i) Defense costs shall be payable in addition to the limits
set forth hereunder.
(ii) Requirements of specific coverage or limits contained
in this Section are not intended as a limitation on coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. It shall be a requirement
under this Agreement that any available insurance proceeds broader than or in excess of
the specified minimum insurance coverage requirements and/or limits set forth herein
shall be available to the Commission, Caltrans and their directors, officials, officers,
employees and agents as additional insureds under said policies. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage
of any insurance policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this Agreement may
be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella
or excess insurance shall contain or be endorsed to contain a provision that such
coverage shall also apply on a primary and non-contributory basis for the benefit of the
Commission (if agreed to in a written contract or agreement) before the Commission’s
own insurance or self-insurance shall be called upon to protect it as a named insured.
The umbrella/excess policy shall be provided on a “following form” basis with coverage
at least as broad as provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at least thirty
(30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Consultant shall provide at least ten (10) days prior written notice of
cancellation of any such policy due to non-payment of premium. If any of the required
coverage is cancelled or expires during the term of this Agreement, the Consultant shall
deliver renewal certificate(s) including the General Liability Additional Insured
Endorsement to the Commission at least ten (10) days prior to the effective date of
cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be no
later than the effective date of this Agreement. Consultant shall maintain such coverage
continuously for a period of at least three years after the completion of the work under
this Agreement. Consultant shall purchase a one (1) year extended reporting period A)
if the retroactive date is advanced past the effective date of this Agreement; B) if the policy
is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy
with a retroactive date subsequent to the effective date of this Agreement.
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(vi) The foregoing requirements as to the types and limits
of insurance coverage to be maintained by Consultant, and any approval of said
insurance by the Commission, is not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to
this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement, any
policy of insurance required under this Agreement does not comply with these
specifications or is canceled and not replaced, Commission has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by Commission will be
promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, Commission may cancel this
Agreement. The Commission may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
30.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the
Consultant shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative and defense expense.
30.7 Acceptability of Insurers. Insurance is to be placed with insurers
with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Commission.
30.8 Verification of Coverage. Consultant shall furnish Commission with
original certificates of insurance and endorsements effecting coverage required by this
Agreement on forms satisfactory to the Commission. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to bind
coverage on its behalf. All certificates and endorsements must be received and
approved by the Commission before work commences. The Commission reserves the
right to require complete, certified copies of all required insurance policies, at any time.
30.9 Subconsultant Insurance Requirements. Consultant shall not allow
any subcontractors or subconsultants to commence work on any subcontract until they
have provided evidence satisfactory to the Commission that they have secured all
insurance required under this Section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
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approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
30.10 Other Insurance. At its option, the Commission may require such
additional coverage(s), limits and/or the reduction of deductibles or retentions it
considers reasonable and prudent based upon risk factors that may directly or indirectly
impact the Project. In retaining this option Commission does not warrant Consultant’s
insurance program to be adequate. Consultant shall have the right to purchase
insurance in addition to the insurance required in this Section.
31. Safety. Consultant shall execute and maintain its work so as to avoid injury
or damage to any person or property. In carrying out its Services, the Consultant shall at
all times be in compliance with all applicable local, state and federal laws, rules and
regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission
has determined that the Project will contain areas that are open to public traffic.
Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14,
and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions
for safe operation of its vehicles and the protection of the traveling public from injury and
damage from such vehicles.
32. Additional Work. Any work or activities that are in addition to, or otherwise
outside of, the Services to be performed pursuant to this Agreement shall only be
performed pursuant to a separate agreement between the parties. Notwithstanding the
foregoing, the Commission’s Executive Director may make a change to the Agreement,
other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a
change which is “outside the scope” of the Agreement; in other words, work which should
not be regarded as having been fairly and reasonably within the contemplation of the
parties when the Agreement was entered into. An example of a change which is not a
Cardinal Change would be where, in a contract to construct a building there are many
changes in the materials used, but the size and layout of the building remains the same.
Cardinal Changes are not within the authority of this provision to order, and shall be
processed by the Commission as “sole source” procurements according to applicable
law, including the requirements of FTA Circular 4220.1D, paragraph 9(f).
(a) In addition to the changes authorized above, a
modification which is signed by Consultant and the Commission’s Executive Director,
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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.
33. Prohibited Interests.
33.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, the Commission shall
have the right to rescind this Agreement without liability.
33.2 Consultant Conflict of Interest.
(a) Consultant shall disclose any financial, business, or other
relationship with Commission that may have an impact upon the outcome of this
Agreement, or any ensuing Commission construction project. Consultant shall also list
current clients who may have a financial interest in the outcome of this Agreement, or any
ensuing Commission construction project, which will follow.
(b) Consultant hereby certifies that it does not now have, nor shall
it acquire any financial or business interest that would conflict with the performance of
services under this Agreement.
(c) Any subcontract in excess of $25,000 entered into as a result
of this Agreement, shall contain all of the provisions of this Article.
(d) Consultant further certifies that neither Consultant, nor any
firm affiliated with Consultant, will bid on any construction subcontracts included within
the construction contract. Additionally, Consultant certifies that no person working under
this Agreement is also employed by the construction contractor for any project included
within this Agreement.
33.3 Commission Conflict of Interest. For the term of this Agreement, no
member, officer or employee of the Commission, during the term of his or her service
with the Commission, shall have any direct interest in this Agreement, or obtain any
present or anticipated material benefit arising therefrom.
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33.4 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee's regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
33.5 Covenant Against Contingent Fees. As required in connection with
federal funding, the Consultant warrants that he/she has not employed or retained any
company or person, other than a bona fide employee working for the Consultant, to solicit
or secure this Agreement, and that he/she has not paid or agreed to pay any company
or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift, or any other consideration, contingent upon or resulting from the award or
formation of this Agreement. For breach or violation of this warranty, the Commission
shall have the right to terminate this Agreement without liability pursuant to the terms
herein, or at its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee,
gift, or contingent fee.
33.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant
warrants that this Agreement was not obtained or secured through rebates kickbacks or
other unlawful consideration, either promised or paid to any Commission employee. For
breach or violation of this warranty, Commission shall have the right in its discretion; to
terminate this Agreement without liability; to pay only for the value of the work actually
performed; or to deduct from the Agreement price; or otherwise recover the full amount
of such rebate, kickback or other unlawful consideration.
33.7 Covenant Against Expenditure of Commission, State or Federal
Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and
belief no state, federal or local agency appropriated funds have been paid, or will be paid
by or on behalf of the Consultant to any person for the purpose of influencing or
attempting to influence an officer or employee of any state or federal agency; a Member
of the State Legislature or United States Congress; an officer or employee of the
Legislature or Congress; or any employee of a Member of the Legislature or Congress,
in connection with the award of any state or federal contract, grant, loan, or cooperative
agreement, or the extension, continuation, renewal, amendment, or modification of any
state or federal contract, grant, loan, or cooperative agreement.
(a) If any funds other than federal appropriated funds have been
paid, or will be paid to any person for the purpose of influencing or attempting to influence
an officer or employee of any federal agency; a Member of Congress; an officer or
employee of Congress, or an employee of a Member of Congress; in connection with this
Agreement, the Consultant shall complete and submit the attached Exhibit "F", Standard
Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with the attached
instructions.
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(b) The Consultant's certification provided in this Section is a
material representation of fact upon which reliance was placed when this Agreement was
entered into, and is a prerequisite for entering into this Agreement pursuant to Section
1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the
disclosure and certification requirements set forth in Section 1352, Title 31, US. Code
may result in a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
(c) The Consultant also agrees by signing this Agreement that
he/she shall require that the language set forth in this Section 3.23.5 be included in all
Consultant subcontracts which exceed $100,000, and that all such subcontractors shall
certify and disclose accordingly.
33.8 Employment Adverse to the Commission. Consultant shall notify the
Commission, and shall obtain the Commission’s written consent, prior to accepting work
to assist with or participate in a third-party lawsuit or other legal or administrative
proceeding against the Commission during the term of this Agreement.
34. Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related
to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination.
35. Right to Employ Other Consultants. Commission reserves the right to
employ other consultants in connection with the Project.
36. Governing Law. This Agreement shall be governed by and construed with
the laws of the State of California. Venue shall be in Riverside County.
37. Disputes; Attorneys' Fees.
37.1 Prior to commencing any action hereunder, the Parties shall attempt
in good faith to resolve any dispute arising between them. The pendency of a dispute
shall not excuse Consultant from full and timely performance of the Services.
37.2. If the Parties are unable to resolve a dispute after attempting in good
faith to do so, the Parties may seek any other available remedy to resolve the dispute. If
either Party commences an action against the other Party, either legal, administrative or
otherwise, arising out of or in connection with this Agreement, the prevailing Party in such
litigation shall be entitled to have and recover from the losing Party reasonable attorneys'
fees and, all other costs of such actions.
38. Time of Essence. Time is of the essence for each and every provision of
this Agreement.
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39. Headings. Article and Section Headings, paragraph captions or marginal
headings contained in this Agreement are for convenience only and shall have no effect
in the construction or interpretation of any provision herein.
40. Notices. All notices permitted or required under this Agreement shall be
given to the respective parties at the following address, or at such other address as the
respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
Kleinfelder Construction Services Riverside County
Transportation Commission
2280 Market Street, Suite 300 4080 Lemon Street, 3rd Floor
Riverside, CA 92501 Riverside, CA 92501
Attn: Marc McIntyre Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight
(48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the
Party at its applicable address. Actual notice shall be deemed adequate notice on the
date actual notice occurred, regardless of the method of service.
41. Conflicting Provisions. In the event that provisions of any attached exhibits
conflict in any way with the provisions set forth in this Agreement, the language, terms
and conditions contained in this Agreement shall control the actions and obligations of
the Parties and the interpretation of the Parties' understanding concerning the
performance of the Services.
42. Amendment or Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
43. Entire Agreement. This Agreement contains the entire agreement of the
Parties relating to the subject matter hereof and supersedes all prior negotiations,
agreements or understandings.
44. Invalidity; Severability. If any portion of this Agreement is declared invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
45. Provisions Applicable When State Funds or Federal Funds Are Involved.
When funding for the Services under a Task Order is provided, in whole or in part, from
Caltrans, Consultant shall also fully and adequately comply with the provisions included
in Exhibit “C” (California Department of Transportation requirements) attached hereto and
incorporated herein by reference. When funding for the Services under a Task Order is
provided, in whole or in part, from the FTA, Consultant shall also fully and adequately
comply with the provisions included in Exhibit “D” (FTA Requirements) attached hereto
and incorporated herein by reference.
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46. Survival. All rights and obligations hereunder that by their nature are to
continue after any expiration or termination of this Agreement, including, but not limited
to, the indemnification and confidentiality obligations, shall survive any such expiration or
termination.
47. No Third Party Beneficiaries. There are no intended third party beneficiaries
of any right or obligation assumed by the Parties.
48. Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require
every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with
such provisions before commencing the performance of the Services.
49. Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
50. Subpoenas or Court Orders. Should Consultant receive a subpoena or
court order related to this Agreement, the Services or the Project, Consultant shall
immediately provide written notice of the subpoena or court order to the Commission.
Consultant shall not respond to any such subpoena or court order until notice to the
Commission is provided as required herein, and shall cooperate with the Commission in
responding to the subpoena or court order.
51. 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.
52. Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
53. Incorporation of Recitals. The recitals set forth above are true and correct
and are incorporated into this Agreement as though fully set forth herein.
54. 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
WITH FTA AND PROPOSITION 1B FUNDING/ASSISTANCE
IN WITNESS WHEREOF, this Agreement was executed on the date first written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
[INSERT NAME]
Chair
Approved as to Form:
By:
Best, Best & Krieger LLP
General Counsel
CONSULTANT
KLEINFELDER CONSTRUCTION
SERVICES, INC.
By:
Signature
Name
Title
ATTEST:
By:
Its: __________________________
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the
second signature (on the attest line) shall be that of the secretary, any assistant secretary, the
chief financial officer or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be
provided to RCTC.
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Exhibit A
EXHIBIT "A" - SCOPE OF WORK
The Commission intends to contract with an on-call “bench” of qualified consultants to provide for
Construction Management Services, Material Testing and Construction Surveying Services for
the construction of Rail, Transit and Commuter Rail Station Infrastructure and Facilities Capital
Improvement Projects on an on-call basis pursuant to task orders to be issued in accordance with
the terms of this RFQ and the Commission’s model agreement. The selected consultants will
supplement the work of the Commission Staff in accordance with the specifications described
herein.
Projects for which construction management and related services may be required include station
platform improvements, passenger shelters, station amenities, landscaping access ways
involving pedestrian connections, fencing for access control, parking lot improvements, bicycle
paths and bicycle storage solutions to facilitate active transportation in the stations. In addition,
construction management and related services may be required for station related track work,
signals, Quiet Zones and layover facilities. The foregoing generally described projects may
include upgrade to technology with improved ticket vending machines, customer information
kiosks, communicator upgrades, signage and potentially wireless connectivity.
List of Potential Projects
o Railroad Track Addition/Rehabilitation/Replacement
o Railroad Platform Expansion and Improvements
o Pedestrian At-grade Railroad Crossings
o Railroad Layover Facilities
o Railroad Signal Systems
o Railroad Grade Crossings
o Transit and Commuter Railroad Station Facility Improvements
o Parking Structure Design and Development
o Parking Lot Improvements, Rehabilitation and Expansions
o Pedestrian Bridge Structure
o Passenger Shelters
o Station Security and Safety Elements
As construction management support needs arise, the Commission will develop a brief scope of
work and will issue a request for task order proposals to the bench of contracted firms selected
pursuant to this RFQ. Award of task orders will be made to the firm: (i) determined most qualified
based on a review of the task order proposals in accordance with the review criteria to be set forth
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Exhibit A
in the request for task order, and (ii) proposing a reasonable price, as determined by the
Commission. If the Commission and the first ranked firm are unable to negotiate a reasonable
price for the task order work, negotiations shall commence with the next highest ranked firm, and
shall continue until a task order is awarded. For non-State or federally funded task orders, the
Commission may include price as a consideration in task order proposal evaluation and award,
and/or may issue task orders in accordance with procedures determined to be in the
Commission’s best interest.
Approval and authorization to proceed for the designated scope of work will be documented in
an Agreement Task Order (ATO). The consultant will be required to commence work within five
days or sooner after receiving a fully executed ATO.
Payment for each ATO will be in accordance with the Cost Proposal conditions in the selected
consultant’s parent agreement.
These services will be funded using a variety of federal, state, and local funds. The consultant
shall meet all the requirements associated with the specific fund type associate with each ATO
and the funding will be identified at the time the scope of work is released.
2. PERFORMANCE REQUIREMENTS
2.1 Construction Management: Offeror shall furnish a Project Manager/Resident
Engineer to coordinate Offeror’s operations with Commission. The Project
Manager shall be responsible for all matters related to Offeror’s personnel and
operations. A Resident Engineer shall be assigned as a single point of contact to
direct and coordinate construction activities. Other Assistant Resident Engineers
may be assigned to specific project responsibilities as needed. The Resident
Engineer shall be a Civil Engineer, registered in the State of California, and shall
be in responsible charge of construction activity within the Project.
The number of Offeror’s personnel assigned to the Project will vary throughout the
duration of the agreement. Offeror’s personnel shall be assigned, in varying levels
of responsibility, as needed by the Offeror to meet the Project schedule and comply
with Project requirements.
Resumes of personnel shall be submitted to the Commission for review and
approval prior to approval of an ATO and assignment to the Project. The
Commission and Offeror will jointly determine the quality and quantity of services
that are required by Offeror personnel. Personnel selected for assignment by
Offeror shall be made available for personal interviews prior to acceptance by the
Commission. If, in the opinion of Commission, an individual lacks adequate or
appropriate experience, the individual may be rejected or may be accepted on a
trial basis until such time the individual's ability to perform the required services has
been demonstrated. If, at any time, the performance of Offeror personnel is
unsatisfactory to the Commission, the Commission may release him/her by written
notice and may require that another qualified person be assigned.
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If Offeror personnel are on leave of absence, the Project Manager shall provide
approved, equally qualified replacement personnel until the assigned personnel
returns to the Project.
The typical workday includes all hours worked by the construction Contractor. If
necessary, overtime for Offeror personnel may be required. The construction
Contractor's operations may be restricted to specific hours during the week, which
shall become the normal workday for Offeror personnel. The Project Manager, with
concurrence from the Commission, shall have the authority to increase, decrease,
or eliminate Offeror personnel work hours’ dependent on the schedule and
requirements of the construction Contractor. All overtime required by Offeror
personnel shall be approved and authorized by the Commission prior to each
occurrence.
Offeror personnel shall be knowledgeable of and comply with all applicable local,
state, and federal regulations. Offeror personnel shall cooperate and consult with
the Commission and city officials during the course of the Project. Offeror’s
personnel shall perform duties as may be required to assure that construction is
performed in accordance with the Project plans and specifications. Offeror’s
personnel shall keep accurate and timely records and document all work performed
by the Contractor and Offeror.
Offeror shall monitor for Contractor’s compliance with the labor standards
provisions of the projects and the related wage determination decisions of the
Secretary of Labor.
Offeror’s personnel shall assist the Commission and local agencies in obtaining
compliance with the safety and accident prevention provisions of the projects. Local
agencies will retain jurisdictional control for traffic control outside of the Project’s
limits.
All services required hereunder shall be performed in accordance with California
Department of Transportation guidelines, regulations, policies, procedures,
manuals, and standards, except as noted in the special provisions.
2.2 Materials Testing: The number of field testing personnel assigned to the
Project will vary throughout the duration of the construction Contract. Offeror’s
personnel shall be assigned as needed by the Resident Engineer to meet the
schedule of the construction Contractor.
The Resident Engineer shall coordinate materials testing and inspection with the
Contractor to avoid delay.
The Commission intends to maintain a consistency of material testing quality
throughout each phase of each Project. Offeror is therefore encouraged to provide,
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when possible, the same field personnel for the duration of construction of the
Project.
Resumes of materials testing personnel shall be submitted to the Commission for
review and approval prior to assignment to the Project. If, at any time, the level of
performance of any testing personnel is below expectations, Commission may
release that field person and require that another be assigned as needed.
If a member of Offeror's personnel is on a leave of absence, Offeror's Project
Manager will provide an equally qualified replacement employee until the original
member returns to work. The replacement employee shall meet all the
requirements of a permanently assigned employee.
All personnel shall be knowledgeable of, and comply with, all applicable local,
Caltrans, and federal regulations; cooperate and consult with the Commission and
local agency officials during the course of the agreement; and perform other duties
as may be required to assure that the construction is being performed in
accordance with the Project plans and specifications. Offeror’s personnel shall be
experienced in performing inspections and/or testing in accordance with
requirements described or inferred from the construction contract special provisions
and plans and shall keep records and document the work as directed by the
Resident Engineer and/or required by the local agency having jurisdiction. All
records will be provided to the Commission in both hard copy and electronic format
at the completion of the project. Also Commission staff shall be provided electronic
remote access to the Consultant document control system.
All services required hereunder shall be performed in accordance with Caltrans,
SCRRA, AREMA or applicable Specifications for Public Works (Greenbook)
regulations, policies, procedures, manuals, and referenced standards.
2.3 Construction Surveying: Offeror shall furnish a surveying crew to perform
construction surveys and final monumentation for the Project. The same survey
crew shall provide services throughout the duration of the construction contract.
Offeror’s personnel shall be assigned as needed by the Resident Engineer to meet
the schedule of the construction contractor.
It is the intent of the Commission to maintain a consistency of construction survey
quality throughout each phase of each project. Therefore, Offeror is encouraged to
provide the same field personnel for the duration of construction. It is important that
the Survey Party Chief(s) assigned to a project be completely familiar with the
horizontal and vertical control at the project site as well as survey and
documentation requirements for the Project.
Resumes of Offeror personnel and certification shall be submitted to the
Commission for review. Offeror personnel must be approved by the Commission
prior to assignment to a project. The Commission and Offeror will have the
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responsibility of determining the quality and quantity of work performed by Offeror
personnel. If, at any time, the level of performance by Offeror’s personnel is below
expectations, Commission may release the survey crew member and require that
another be assigned.
If Offeror’s survey crew personnel assigned to the Project is on a leave of absence,
the Project Manager shall provide an equally qualified replacement(s) until the
original employee(s) returns to work. The replacement shall be required to meet all
the requirements of the permanently assigned employee.
Offeror’s personnel shall:
• Be knowledgeable of and comply with applicable building codes and local, state,
and federal regulations;
• Be knowledgeable of Caltrans surveying requirements;
• Cooperate and consult with Commission officials during the course of the
agreement;
• Perform duties as may be required to assure construction is performed in
accordance with the Project plans and specifications; and
• Keep records and document work as directed by the Resident Engineer.
All services required hereunder shall be performed in accordance with Caltrans
regulations, policies, procedures, manuals, and standards except as directed
otherwise by the Commission.
3. DUTIES AND RESPONSIBILITIES
3.1 Pre-construction Services
a Plan Review
Offeror shall review construction contract documents prior to construction. Tasks
include review of plans, specifications, technical reports, Resident Engineer’s
pending files, liaison with local agencies (including Building Permit requirements),
utility arrangements, operational arrangements with BNSF, SCRRA and/or RTA (as
needed), and existing station operations in order to verify completeness and
consistency of documents throughout the Project. As a minimum, Offeror shall
check for quantity discrepancies, potential detail conflicts, constructability, and
consistency between plans, specifications and pay items.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
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b Schedule
Offeror shall review the Design Engineer’s proposed Project schedule with the
Project plans and specifications to determine if the proposed sequence and
duration of activities will provide for safe and expeditious completion of the Project.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
Offeror shall review the Design Engineer’s Project estimate with the Project plans
and specifications to verify that all aspects of the Project scope have been
addressed.
Offeror shall provide a written report of its findings and recommendations to the
Commission’s Project Manager.
3.2 Bid Process
a. Bidding Process
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid questions and draft responses;
2) Draft addenda to the bid documents;
3. Review of bidder’s documents;
4. Prepare bid tabulation.
b. Pre-construction Meetings
Offeror shall assist the Commission in conducting one or more, pre-
construction meetings with all involved parties on the Project. Parties may
include, but are not limited to, the Contractor, the Design Engineer, Caltrans,
city officials, and utility companies.
c. Contract Award
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid for completeness and responsiveness.
2) Perform bid analysis.
3) Review of procedural items.
4) Check Contractor references, licenses, insurance, and sureties.
5) Coordinate with prospective Contractor for scheduling of award of the
construction contract.
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All processes shall be consistent with procedures outlined by the California
Department of Transportation for Special Funded Programs and/or relevant
Commission procedures.
3.3 Construction Project Administration
a. Offeror shall administer Project construction contract using Caltrans
Construction Manual as a guideline.
b. Offeror shall conduct regular Project coordination meetings with Contractor,
Commission, local agencies, and Design Engineer, as appropriate.
c. Offeror shall review and approve the Contractor’s Baseline Schedule and
subsequent Updates and track weather or unsuitable site conditions on a
weekly basis.
Offeror shall prepare construction progress payments in conjunction with the
Contractor per contract requirements and maintain payment records and
supporting documentation. All progress payments shall be reviewed by the
Commission for approval.
d. Offeror shall establish and maintain Project records. Project record keeping
shall include, but is not limited to the following: correspondence,
memoranda, contract documents, change orders, claims, Commission and
engineer directives, meeting minutes, shop drawings, as-built changes,
materials records, survey data, supplemental drawings, progress payments
and requirements listed elsewhere. Offeror shall maintain a record of the
names, addresses, and telephone and fax numbers of the Contractor,
subcontractors, and principal material suppliers.
e. Offeror shall establish and maintain a filing system for each Project using the
Caltrans Construction Manual as a guideline.
f. Offeror shall review and approve Contractors’ construction schedules per
contract requirements on an ongoing basis and alert the Commission to
conditions that may lead to delays in completion of the Project.
g. Offeror shall prepare and submit a Monthly Project Report (MPR). The MPR
shall include construction activity, accomplishments, safety and traffic
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issues, and status of Requests for Information (RFIs), submittals, current
issues, Contract Change Orders (CCOs) and current Project budget and
schedule. The format and contents of the MPR will be determined by RCTC.
Provision of an MPR acceptable to the Commission will be a condition
precedent for payment of the CM’s invoices.
h. Offeror shall review and ensure compliance with environmental
requirements.
i. Offeror shall ensure that the Project meets all provisions of the Caltrans
Quality Assurance Program Manual.
j. Offeror shall conduct labor interviews and review Contractors’ certified
payroll records/fringe benefit statements, etc. and maintain records to assist
the Commission with monitoring labor compliance, DBE, and equal
employment opportunity (EEO) requirements.
k. Offeror shall ensure that the Project meets all provisions of an approved
Storm Water Pollution Prevention Plan (SWPPP) and/or Water Pollution
Control Plan (WPCP) and coordinate with the State Water board by providing
data into their SMARTS system.
l. Offeror shall assure that the Project meets all applicable regulations of the
Air Quality Management District (AQMD).
3.4 Construction Project Coordination
a. Offeror shall provide a qualified Resident Engineer and other qualified
assistant Resident Engineers, as needed to effectively manage the Project.
b. Offeror Resident Engineer shall act as a single point of contact between
Contractor, the Commission, Offeror’s construction surveyor, Offeror’s
materials inspector, and utility companies. Offeror may, when requested by
the Commission, act as point of contact between Design Engineers,
Caltrans, cities with jurisdiction, utilities, and the public.
c. Offeror shall maintain regular contact with the Commission’s Construction
Manager.
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d. Offeror shall review contract plans and special provisions for possible errors
and deficiencies prior to construction of any specific element and report such
findings to Commission. Should the Commission determine that changes
are necessary, Offeror shall prepare Contract Change Orders (CCOs) and
supporting transmittal memoranda in accordance with construction contract
documents and Commission procedures.
e. Offeror shall monitor, coordinate, and track construction progress to ensure
the Project proceeds on schedule and according to the order of work
required in the plans and special provisions. Offeror shall direct the
Contractor, in conjunction with Commission, to expedite work, as required,
to maintain schedule.
f. Offeror shall coordinate review of shop drawings and Requests for
Information (RFI) with the Design Engineer and RCTC’s Construction
Manager. Offeror shall log and track all submittals and RFIs.
g. Offeror shall provide a qualified SWPPP coordinator who shall review
Contractor-prepared Storm Water Pollution Prevention Plans (SWPPP) and
coordinate approval with the cities with jurisdiction and the Commission.
Offeror shall cooperate with Caltrans and/or monitoring agencies during
inspections and field reviews.
h. Offeror shall coordinate the implementation of any changes with the
Construction Manager and the Design Engineer.
i. Offeror shall review and approve Traffic Control Plans and forward to
Commission as necessary.
j. Offeror shall coordinate all Project construction activities with other on-going
projects within and adjacent to the Project limits.
k. Offeror shall coordinate all Project construction activities with existing Station
operations.
3.5 Construction Inspection
a. Offeror shall coordinate all construction inspection and special inspections
that may be required by local agencies for the Project. Offeror shall ensure
that appropriate city and local agency are notified and present as required
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throughout the Project. Offeror shall notify the Commission immediately
regarding any directives, recommendations, notices, etc. received from
agencies other than Commission.
b. Offeror shall perform and document daily on-site inspections of the progress
and quality of construction to determine if the work being performed is in
general conformance with the contract documents, all applicable laws,
codes, and ordinances.
c. Offeror shall exercise reasonable care and diligence to discover and
promptly replace, correct, and/or mitigate all defects or deficiencies in the
materials or workmanship used in the Project. Any such deficiencies and
their resolution shall be reported to the Commission.
d. Offeror personnel assigned to the Project shall be thoroughly familiar with
contract special or technical provisions provided by the Design Engineer, ,
Standard Specifications and RCTC’s General Conditions/Instructions to
Bidders, Caltrans, SCRRA, Greenbook Standard Plans and City’s building
permit requirements and conditions of approval as they apply to the Project.
Offeror personnel shall have the ability to read and interpret construction
plans and specifications. Offeror personnel shall also have knowledge of
State of California Construction Safety Orders (CalOSHA) and traffic control
practices as specified in the Work Area Traffic Control Handbook (WATCH).
In addition, Offeror personnel shall be familiar with the construction
requirements of the Caltrans Storm Water Pollution Prevention Program.
e. Assignments to be performed by Offeror personnel shall include, but are not
limited to, the following:
1) Inspect installation of dry and wet utilities, inspection and testing of
subgrade, aggregate base and paving, inspection of signage,
pavement markings, and traffic striping, inspection of building
foundation and wood frame building construction, inspection of
retaining wall construction, landscaping and landscape irrigation,
signals, electrical and systems installation and related construction
activities. Work shall include checking grade and alignment,
construction traffic control, and any other duties that may be required
to determine that construction of the Project is being performed in
accordance with the contract documents;
2) Identify actual and potential problems associated with the Project and
recommending sound engineering solutions;
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3) Maintain awareness of safety and health requirements. Monitoring
Contractors’ compliance with applicable regulations and construction
contract provisions for the protection of the public and Project
personnel;
4) Prepare complete and accurate daily reports, engineering
calculations, materials records, payment quantity documents, reports,
and correspondence related to Project activities. Documents shall be
sufficient to document actual cost of force account work (time and
materials payment);
5) Prepare construction sketches, drawings, and cross-sections, as
necessary;
6) Maintain contemporaneous records of all additions or deviations from
the approved plans for preparation of as-built plans;
7) Inspect for environmental compliance;
8) Arrange for lane closures in accordance with City of jurisdiction’s
procedures and coordinate any work with the California Highway
Patrol and/or City’s Public Works Department;
9) Maintain awareness of water discharge requirements. Monitor
Contractors’ compliance with applicable regulations and construction
contract provisions;
10) Monitor Contractors’ compliance with applicable regulations required
by AQMD;
11) Ensure Contractors’ compliance with Project Environmental
Commitment Record; and
12) Other duties as may be required or reasonably requested.
3.6 Construction Project Support
a. Construction Surveys
Offeror shall perform construction surveying services, field calculations, and home
office calculations to support construction of the Project. Offeror may be requested
to review available survey data, construction plans, and right-of-way plans to
confirm compatibility and to identify discrepancies prior to and during construction.
The Resident Engineer shall review survey requests from the Contractor and
arrange for the work, as appropriate. Requests may include, but not be limited to,
the following types of surveys and related services:
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1) Construction Surveys
Offeror shall assist the Resident Engineer in all phases of construction staking
and calculations as needed.
Survey calculations and adjustments shall be performed with established and
computed coordinates based on the California Coordinate System.
Cross-section data collection shall be performed by conventional and terrain
line interpolation survey methods.
Survey data shall include topography, cross-section, and other survey data in
computer formats compatible with the Caltrans computer survey and design
systems.
Prepare and maintain survey documents. Survey documents include survey
field notes, maps, drawings, and other survey documents.
Perform construction staking, including (where required) but not limited to:
• Utility locations (new and as-built);
• Clearing limits;
• Slope staking;
• Rough grade;
• Finish grade;
• Building layout;
• Storm drain, sanitary sewer, and irrigation systems; and
• Curbs, gutters, and sidewalk
Monitor for settlement, if required.
Global Positioning Satellite (GPS) equipment shall be utilized if required by the
Commission.
2) Right of Way Lines
Existing right of way shall be established from Commission record information
and existing monumentation.
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• Perpetuate existing monumentation. Includes restoring, renewing,
referencing, and resetting existing boundary related monumentation
and bench marks. In addition, stake areas where construction disturbs
the existing right of way, preparing and filing required maps and records.
• Final monumentation. Includes setting of centerline points of control upon completion
of construction and documenting control bench marks on as-built plans.
3) Special Design – Data Surveys
Includes drainage, utility, and surveys that might be required for special field
studies.
b. Materials Testing and Geotechnical Services
Offeror shall provide experienced personnel, equipment, and facilities to perform
various construction materials sampling and testing. Laboratory and field materials
testing shall be used to ensure that construction work conforms to the applicable
requirements of the City with jurisdiction, Caltrans standards and specifications,
and the Design Engineer’s technical provisions for material quality and
workmanship.
All field and laboratory testing shall be performed in accordance with California Test
Methods or test methods specified by the Design Engineer in the technical
provisions of the Contract.
Offeror shall be responsible for the accuracy and completeness of all test data
compilation and results.
All material test results shall be provided in accordance with the applicable
Standard Specifications and Special Provisions, and California Test methods or
procedures set forth by the Design Engineer or the city with jurisdiction. Failing
tests shall be immediately reported internally to the Resident Engineer. All test
results shall be recorded on appropriate forms. The test documents shall be legible
and show the identity of the tester where appropriate. A summary sheet containing
all results of a particular regime of tests shall be developed and kept current.
All test results and inspection reports shall be available to the Commission during
construction and proved at the conclusion of construction.
c. Permits
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Offeror shall review construction of the Project for permit compliance and
coordinate with Commission and the Design Engineer to ensure that necessary
permits are obtained. Offeror shall assist Commission in the coordination, timely
processing and verification of approval for all permits. Offeror shall maintain
permits and permit documentation on site.
3.7 Construction Cost and Schedule
a. Offeror shall monitor and track the following:
1) Contract pay item quantities and payments;
2) Contract Change Orders;
3) Supplemental work items;
4) Agency and/or State furnished materials;
5) Materials-on-hand but not installed;
6) Anticipated extra work balance;
7) Contingency balance; and
8) Project budget.
b. Offeror shall review and monitor Contractor’s schedule and inform
Commission of any significant changes or deviations in the schedule.
c. Offeror shall provide and maintain a Project staffing plan of field office
personnel. In cooperation with Commission, the staffing plan shall be
periodically updated to reflect Project progress and needs.
3.8 Construction Contract Change Orders and Claims
a. Offeror shall receive and evaluate requests for changes and/or substitutions
by the Contractor. Offeror shall coordinate proposed changes with the
Commission’s Construction Manager and shall prepare and submit Contract
Change Orders to the Commission for approval accompanied by Offeror’s
Transmittal Memo describing background information, reasons for the
change and proposed method of payment and/or adjustment of contract
time.
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b. Offeror shall attempt to avoid all unnecessary Contract Change Orders.
When a Contract Change Order is necessary, Offeror shall consult with the
Commission prior to its preparation. Unless directed otherwise by
Commission, the preferred method of payment for Contract Change Orders
should be as follows:
1) Agreed Price;
2) Adjustment in compensation to a bid item; and
3) Time and materials or Force Account.
c. Offeror shall identify and preemptively attempt to resolve all potential claims,
track and monitor unresolved claims, and implement a claims avoidance
process.
d. Offeror shall assist Commission, as requested, in the identification,
resolution, and final disposition of claims filed by the Contractor or third
parties against Commission or the Project.
3.9 Safety
In addition to the requirements specified elsewhere in this contract, the following
shall also apply:
a. Offeror shall implement and conduct a comprehensive safety program
including regular tail-gate safety meetings for Offeror’s personnel;
b. Offeror shall prepare an Illness and Injury Protection Plan;
c. Offeror shall provide monthly safety status reports;
d. Offeror shall comply with State of California Construction Safety Orders
and provisions of the Caltrans Construction Manual as appropriate;
e. Offeror shall provide appropriate safety training for all Offeror field
personnel;
f. Offeror shall provide all necessary safety equipment as required for Offeror
personnel.
3.10 Construction Project Close Out
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a. Offeror shall conduct a final walk-through with the Commission and Design
Engineers.
b. Offeror shall prepare a list of items to be completed and/or corrected by the
Contractor [Punch List] for final completion of the Project.
c Offeror shall review and verify completeness of as-built drawings.
d. Offeror shall prepare final construction reports including the Project
Completion Report.
e Offeror shall prepare and deliver to the Commission all Project files in
accordance with Commission’s and Caltrans policies.
f. Offeror shall assist the Commission and Contractor in obtaining final release
of all Project permits.
4. DELIVERABLES
In addition to the requirements described above, the Offeror shall provide the
following:
a. Offeror ’s Illness and Injury Prevention Plan as described in the CalOSHA
Construction Safety Orders.
b. Correspondence to/from Contractor, Resident Engineers’ daily reports,
Assistant Resident Engineers’ daily reports, and extra work diaries.
c. Approved Project Baseline Schedule and Monthly Updates with analysis with
Weekly Statements of Working Days.
d. Monthly Project Reports.
e. Listing of approved submittals with supporting information.
f. RFI submittals and responses.
g. Monthly Construction Contract progress payments, back-up documentation,
and support information as requested.
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h. Contractor final payment documents, delivered to Commission no later than
ten (10) working days after acceptance by Commission of the completed
construction Projects.
i. Project Completion Report.
j. All Project files, Project reports, correspondence, memoranda, shop
drawings, Project logs, change order data, claims and claim reports, and
Contractor payment records.
k. Certified payrolls and fringe benefit statements for all employees, Offeror
and Contractor, who are subject to the State and/or Federal prevailing wage
rates.
l. All materials test results and field testing and/or testing reports. Include
reports required by the city’s building officials.
m. Unless otherwise specified in the survey request, the deliverables shall
conform to the following:
1) Survey points, lines, and monuments shall be established, marked,
identified, and referenced as required by survey request and
requirements herein; and
2) Survey notes, drawings, calculations, and other survey documents and
information shall be completed as required by the survey request and
the requirements herein.
n. All original survey documents resulting from this agreement, including
original field notes, adjustment calculations, final results, and appropriate
intermediate documents, shall be delivered to the Resident Engineer and
shall become the property of the Commission. A copy of all survey
documents furnished by Commission shall be retained by Offeror for future
reference.
When the survey is performed with a total station survey system, the original
field notes shall be submitted as a hard copy in a readable format of the data
(observations) originally collected and submitted by the survey party. The hard
copy shall be signed by the Party Chief. If the Party Chief is not licensed, the
person in “responsible charge” will be required to sign.
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o. Deliverables to the Resident Engineer shall follow the format specified
below:
• Horizontal Control;
• Alpha numeric hard copy point listing with adjusted California
Coordinate System northing and eastings and the appropriate
descriptions;
• Vertical Control;
• Alpha numeric hard copy benchmark listing with adjusted elevations
compatible with the design datum;
• Topography; and
• Alpha-numeric hard copy listing, hard copy drawing, and computer
aided drawing and design (CADD) digital drawing. The CADD drawing
shall be compatible with the systems utilized by Caltrans or SCRRA
(Metrolink).
Data collection method used to collect cross-section data and the coding
(feature description) of terrain data for cross-sections shall conform to the
survey request requirements. Deliverables shall depend on the data collection
method as follows:
• Conventional Cross – Sections (each cross – section):
For each cross - section and alpha numeric listing, a hard copy drawing,
and a computer formatted file compatible with the systems utilized by
Caltrans.
• Terrain Line Interpolation Cross – Section Data (each terrain line
interpolation survey):
Terrain line interpolation cross – sections shall include an alpha numeric
listing, a hard copy plan view drawing of the terrain lines, and a
computer input file. The computer input file shall be provided in a format
compatible with the systems utilized by Caltrans.
p. Data Collector Data
If specified in the survey request, the raw data from the data collector shall be provided
in a format conforming to the survey request requirements.
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q. Other
As specified in the survey request.
5 EQUIPMENT AND MATERIAL TO BE PROVIDED BY OFFEROR
As agreed with Commission’s Project Manager, the Offeror shall provide the
following:
1) Office facilities including, telephones, desks, chairs, computers, and
appropriate office equipment. One (1) office with a desk, chair,
telephone, and computer shall be reserved for the Commission.
2) Tools and equipment including software, materials, supplies, miscellaneous
tools, and safety equipment required for its personnel to perform the
services accurately, efficiently, and safely. Only those items listed in
Attachment B, Offeror’s Cost Proposal, shall be reimbursed by the
Commission as agreed by the Commissions’ Project Manager.
3) Offeror personnel shall be provided with a mobile radio, cellular phone, or
other means to assure full-time communication. If a radio system is used,
Offeror shall provide a base station at the field office.
4) Materials Testing facilities shall be fully equipped at all times to perform the
services required, including but not limited to the following:
A laboratory in close proximity to the Project shall be required. The type and
location of the lab should be such that it can meet the needs of the Project
in an efficient, time effective manner. The laboratory shall be fully staffed,
equipped, and supplied to conduct all required soils, materials, and concrete
breaking tests in a timely manner.
Each vehicle shall be fully contained with all necessary equipment and
supplies necessary to perform the field sampling and tests required.
Field personnel shall be provided with all necessary safety equipment to
permit work to be performed safely and efficiently within operating highway
and construction zone environments.
All laboratory and testing equipment shall be calibrated per Section 3-10
and 3-11 of Caltrans’ Quality Assurance Program Manual.
5) Survey equipment and supplies shall be provided to complete the required
survey work. Equipment and supplies shall, include, but not be limited to:
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a. Survey vehicles
Survey vehicles will be suitable to perform the required work encountered on
the project. Vehicles shall be fully equipped with all necessary tools,
instruments, supplies, and safety equipment required to perform the work
accurately, efficiently, and safely. Vehicles shall be equipped with a flashing
yellow beacon light.
b. Data Processing Systems
Data processing systems shall include hardware and software to:
• Performing survey and staking calculations from the design plans and
specifications;
• Reduce survey data collected with conventional and total station
survey systems;
• Perform network adjustments for horizontal and vertical control
surveys; and
• Format survey data to be compatible with the Caltrans computer
survey and data system.
c. Drafting equipment and supplies.
d. Digital calculators.
e. Hand tools as appropriate for the requested survey work.
f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height (minimum).
g. Traffic control devices as required to perform the requested survey work. Traffic
control devices include signs, sign bases, flags, and hand held signs.
h. Leveling instruments and equipment:
• Self-leveling level. Precision: standard deviation in one mile of double
run leveling 0.005 feet or less; and
• Suitable level rods for the work to be performed.
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i. Distance measuring instruments and equipment:
• Electronic distance measurer (EDM). Precision: standard deviation 3 mm
plus 3 PPM, or less; Range: Minimum one mile under average
atmospheric conditions;
• Prisms, sufficient to perform the required work; and
• Tapes; steel, cloth.
j. Angle measuring instruments and equipment:
• Theodolite for non-control surveys; Precision: direct circle reading to
three seconds, or equivalent, horizontal and vertical; and
• Targets as required to perform the work.
k. When required for efficient survey operations, total station survey systems
consisting of an electronic angle measuring instrument, EDM, and electronic
data collector shall be provided. The angle measuring instruments and EDM
shall conform to the requirements for the equipment previously listed.
l. Radio or cellular communications equipment for communication between field
office and field crews.
m. Caltrans or SCRRA manuals, standards, forms, and other policies and
procedures to be followed to perform the required work.
n. Lighting may be required for nighttime survey work.
6 MATERIALS TO BE FURNISHED BY COMMISSION
1) The Commission will provide copies of all Project construction documents
including plans, special provisions, reports, designer prepared Resident
Engineer files, and contracts.
2) The Commission will provide copies of all previously secured permits and
Project authorizations.
3) Appropriate forms for recording test data in accordance with Caltrans
practices and procedures outlined in the “Manual of Test”.
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7 STANDARDS
All construction inspection, surveys, materials sampling and testing, and contract
administration shall be in accordance with the Project bid documents, special
provisions, plans, and current applicable Caltrans or Metrolink Manuals including:
1) Construction Manual and its revisions;
2) Quality Assurance Program Manual;
3) Manual of Traffic Controls for Construction and Maintenance Work Zones;
4) Local Agency Standards and latest edition of the California Uniform Building
Code;
5) SCRRA Standard Plans and Specifications.
Work not covered by the manuals shall be performed in accordance with accepted
professional standards.
Surveys performed by Offeror shall conform to the requirements of the Land
Surveyor’s Act. In accordance with the Land Surveyor’s Act, “responsible charge”
for the work shall reside with the Licensed Land Surveyor or a pre-January 1, 1982,
Registered Professional Civil Engineer in the State of California.
Unless otherwise specified in the survey request, control surveys shall conform to
second order (modified) accuracy standards as specified in the Caltrans “Survey
Manual”.
Additional standards for specific survey work may be included in the applicable
request for survey. Such standards supplement the standards specified herein. If
additional standards conflict with the standards specified herein, the “Survey
Request’s” standard shall govern.
The Commission will decide all questions which may arise as to the quality or
acceptability of deliverables furnished and work performed for this agreement. Any
Offeror employee who does not perform adequately shall be replaced if directed by
the Commission Construction Manager.
8 AVAILABILITY AND WORK HOURS
The typical workday includes all hours worked by the Commission’s construction
Contractor. The construction Contractor’s operations may be restricted to specific
hours during the week, which will become the normal workday for Offeror’s
personnel.
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Unless otherwise directed by Commission, the normal work week will consist of 40
hours. From time to time, overtime may be required. However, overtime will be
worked only when approved in writing by Commission.
9 LIMITATIONS OF AUTHORITY
Offeror does not have the authority to:
1) Authorize deviations from the Contract documents;
2) Approve substitute materials or equipment; except as authorized in writing by
Commission;
3) Conduct or participate in tests or third party inspections; except as authorized in
writing by Commission;
4) Assume any of the responsibilities of the Contractors, Contractors’
Superintendent, or subcontractors;
5) Exercise control over or be responsible for construction means, methods,
techniques, sequences, procedures, or safety precautions;
6) Communicate directly with subcontractors or material suppliers without the prior
consent of the Contractor;
7) Verbally authorize or approve change orders or extra work for the Project; and
8) Offer or receive incentives, inducements, or other forms of remuneration to or
from the Contractor to perform services or work outside the terms of any
executed contracts for this Project.
10 THIRD PARTY RELATIONSHIPS
This Agreement is intended to provide unique services for a specific project. In the
development of the Project, Commission has worked closely with local jurisdictions
such as the city of Riverside and others in the preparation of the construction
documents and other Project related materials. The Commission, however, is
solely responsible for and will be the sole point of contact for all contractual matters
related to the Project. Offeror shall take direction only from the Commission and
shall regularly inform only Commission of Project progress, outstanding issues,
and all Project related matters.
During the course of the Project, Offeror may find occasion to meet with city
representatives, the Design Engineer, or other third parties who have assisted with
the Project. These entities may, from time to time, offer suggestions and/or
recommendations regarding the Project or elements of the Project. While the
Commission enjoys a close relationship with and has considerable confidence in
the capabilities of these other parties, Offeror shall not act on any suggestions,
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solicited or unsolicited, without obtaining specific direction from the Commission.
All oral and written communication with outside agencies or Offeror’s related to the
Project shall be directed only to the Commission. Distribution of Project related
communication and information shall be at the sole discretion of Commission
representatives.
11 CONSTRUCTION SITE SAFETY
In addition to the requirements specified elsewhere in this agreement, the following
also shall apply:
1) Offeror shall conform to the safety provisions of the Caltrans Construction
Manual;
2) Offeror’s field personnel shall wear white hard hats with proper suspension,
orange vests with reflective tape, sleeved shirt, long pants, and leather boots
with ankle support and rubber soles with steel toe protection at all times while
working in the field;
3) Offeror shall provide appropriate safety training for all Offeror’s personnel
including rail safety for BNSF or Metrolink, as appropriate; and
4) All safety equipment shall be provided by Offeror.
12 BASIS FOR SURVEY AND MONUMENT STAKING
Survey shall be based upon existing horizontal and vertical control and existing
pavement elevations.
Monuments established by Offeror shall be marked by Offeror with furnished disks,
plugs, tags. In addition, Offeror shall identify Offeror-established monuments by
tagging or stamping the monuments with the license or registration number of
Offeror’s surveyor who is in “responsible charge” of the work.
13 PERSONNEL QUALIFICATIONS AND RESPONSIBILITIES
The quantity and qualifications of field personnel to be assigned will be determined by
the scope of the Project and the degree of difficulty of required tasks to be performed.
All personnel and personnel assignments shall be subject to approval by the
Commission.
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Exhibit B-1
EXHIBIT "B"- COMPENSATION AND PAYMENT
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FIRM PROJECT TASKS/ROLE COST
Kleinfelder Construction Services, inc.Construction Management Services 8,000,000.00$
Kleinfelder Inc.Materials Sampling and Testing Services TBD
Destination Enterprises, Inc. Railroad Signals/Systems Inspection and
Engineering TBD
Pacific Railway Enterprises, Inc.Railroad Signals/Communications Systems
Inspection and Engineering TBD
STC Traffic Traffic Signal Inspection TBD
CA Wehsener Engineering Electrical/Communications System Inspection TBD
SYRUSA Engineering, Inc.Civil and Structural Inspection, Structures
Representative TBD
Guida Surveying Construction Surveying TBD
International Parking Design, Inc.Parking Structure Design/Constructability Review TBD
TRC Engineers Stormwater Inspection and Support TBD
8,000,000.00$ TOTAL COSTS
1 Commission authorization pertains to total contract award amount. Compensation adjustments between consultants may occur; however,
the maximum total compensation authorized may not be exceeded.
EXHIBIT "B"
Prime Consultant:
Sub Consultants:
COMPENSATION SUMMARY1
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EXHIBIT "C"
CALTRANS REQUIREMENTS/ PROP 1 B PROVISIONS
1. STATEMENT OF COMPLIANCE.
A. Consultant’s signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California that Consultant has, unless exempt,
complied with, the nondiscrimination program requirements of Government Code Section
12990 and Title 2, California Administrative Code, Section 8103.
B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass, or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition (e.g.,
cancer), age (over 40), marital status, and denial of family care leave. Consultant and
subconsultants shall insure that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and harassment. Consultant
and subconsultants shall comply with the provisions of the Fair Employment and Housing
Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there
under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing Commission implementing Government
Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California
Code of Regulations, are incorporated into this Contract by reference and made a part
hereof as if set forth in full. Consultant and its subconsultants shall give written notice of
their obligations under this clause to labor organizations with which they have a collective
bargaining or other Agreement.
2. DEBARMENT AND SUSPENSION CERTIFICATION
A. Consultant’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that Consultant has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by any
federal agency; has not been suspended, debarred, voluntarily excluded, or determined
ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment
rendered against it by a court of competent jurisdiction in any matter involving fraud or
official misconduct within the past three (3) years. Any exceptions to this certification must
be disclosed to Commission.
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B. Exceptions will not necessarily result in denial of recommendation for award, but will
be considered in determining Consultant responsibility. Disclosures must indicate to
whom exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by
the General Services Administration are to be determined by the Federal highway
Administration.
3. PROMPT PAYMENT
Consultant agrees to pay each subcontractor under this Agreement for satisfactory
performance of its contract no later than 10 days from the receipt of each payment the
Consultant receives from the Commission. Any delay or postponement of payment from
the above referenced time frame may occur only for good cause following written approval
of the Commission.
4. RELEASE OF RETAINAGE
No retainage will be withheld by the Agency from progress payments due the prime
consultant. Retainage by the prime consultant or subconsultants is prohibited, and no
retainage will be held by the prime consultant from progress due subconsultants. Any
violation of this provision shall subject the violating prime consultant or subconsultants to
the penalties, sanctions, and other remedies specified in Section 7108.5 of the California
Business and Professions Code. This requirement shall not be construed to limit or impair
any contractual, administrative, or judicial remedies, otherwise available to the prime
consultant or subconsultant in the event of a dispute involving late payment or
nonpayment by the prime consultant or deficient subconsultant performance, or
noncompliance by a subconsultant. This provision applies to Consultant and its
subconsultants.
5. LEGAL REMEDIES
In addition to those contract remedies set forth under relevant provisions of California law,
either Party to this Agreement may, where applicable, seek legal redress for violations of
this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the
relevant federal or state statutory provisions governing civil rights violations, and to the
relevant federal and state provisions governing false claims or “whistleblower” actions, as
well as any and all other applicable federal and state provisions of law.
The Consultant shall include a provision to this effect in each of its agreements with its
subcontractors.
6. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code Section 10296, and by signing this Agreement,
Consultant certifies under penalty of perjury that no more than one final unappealable
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finding of contempt of court by a federal court has been issued against Consultant within
the immediately preceding two-year period, because of Consultant’s failure to comply with
an order of a federal court that orders Consultant to comply with an order of the National
Labor Relations Board.
7. INVENTIONS.
Rights to Inventions and Data Made Under a Contract or Agreement — Consultant shall
comply with Federal requirements and regulations pertaining to patent rights with respect
to any discovery or invention which arises or is developed in the course of or under the
Contract, and shall be in compliance with 10 CFR 600.325 and Appendix A—Patent and
Data Rights to Subpart D, Part 600.
8. ENVIRONMENTAL COMPLIANCE
A. Compliance with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in
excess of $100,000).
B. Mandatory standards and policies relating to energy efficiency which are contained in
the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163, 89 Stat. 871).
C. Energy Policy and Conservation Act (Pub. L. 94—163, 89 Stat. 871.) — Consultant
shall comply with mandatory standards and policies relating to energy efficiency which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94–163, 89 Stat. 871), which are incorporated by
reference in this Contract. (10 CFR 600.236(i)(13).)
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Exhibit D-1
EXHIBIT "D" - FTA PROVISIONS
FTA FUNDING REQUIREMENTS (Non-construction/maintenance work)
As used herein, “RCTC” shall have the same meaning as the “Commission.” The term “contract” or
“Contract” shall have the same meaning as the “Agreement.”
1. No Obligation by the Federal Government
a. RCTC and Consultant acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in or approval of the solicitation or award of the underlying contract, absent the
express written consent by the Federal Government, the Federal Government is not a party to this
contract and shall not be subject to any obligations or liabilities to the Purchaser, Consultant, or any
other party (whether or not a party to that contract) pertaining to any matter resulting from the
underlying contract.
b. The Consultant agrees to include the above clause in each subcontract financed in whole or
in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subconsultant who will be subject to its provisions.
2. Program Fraud and False or Fraudulent Statements or Related Acts
a. The Consultant acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the Consultant certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition
to other penalties that may be applicable, the Consultant further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification,
the Federal Government reserves the right to impose the penalties of the Program Fraud Civil
Remedies Act of 1986 on the Consultant to the extent the Federal Government deems appropriate.
b. The Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious,
or fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance originally
awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to
impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Consultant, to the extent
the Federal Government deems appropriate.
c. The Consultant agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be
modified, except to identify the subconsultant who will be subject to the provisions.
3. Access to Records
The Consultant agrees to the following access to records requirements:
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a. To provide RCTC, the FTA Administrator, the Comptroller General of the United States or
any of their authorized representatives access to any books, documents, papers and records of the
Consultant which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Consultant also agrees, pursuant to 49 C. F. R. 633.17 to
provide the FTA Administrator or his authorized representatives including any PMO Consultant
access to Consultant's records and construction sites pertaining to a major capital project, defined at
49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described
at 49 U.S.C. 5307, 5309 or 5311.
b. To make available in the case of a contract for a capital project or improvement, as defined
above and awarded by other than competitive bidding in accordance with 49 U.S.C. 5325(a), records
related to the contract to RCTC, the Secretary of Transportation and the Comptroller General or any
authorized officer or employee of any of them for the purposes of conducting an audit and inspection.
c. To maintain all books, records, accounts and reports required under this contract for a period
of not less than three years after the date of termination or expiration of this contract, except in the
event of litigation or settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until RCTC, the FTA Administrator, the Comptroller General,
or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims
or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy
excerpts and transcriptions as reasonably needed.
4. Federal Changes
The Consultant shall at all times comply with all applicable FTA regulations, policies, procedures
and directives, including without limitation those listed directly or by reference in the Master
Agreement between RCTC and FTA, as they may be amended or promulgated from time to time
during the term of this contract. Consultant's failure to so comply shall constitute a material breach
of this contract.
5. Civil Rights
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C.
§ 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49
U.S.C. § 5332 and 49 CFR part 21, the Consultant agrees that it will not discriminate against any
employee or applicant for employment because of race, color, creed,
national origin, sex, age, or disability. In addition, the Consultant agrees to comply with applicable
Federal implementing regulations and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements
apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act,
as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Consultant agrees
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to comply with all applicable equal employment opportunity requirements of U.S. Department of
Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement
Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order
No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42
U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and
Federal policies that may in the future affect construction activities undertaken in the course of the
Project. The Consultant agrees to take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, creed,
national origin, sex, or age. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. In addition, the Consultant agrees to comply with any implementing requirements
FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. § § 623, Federal transit law at 49 U.S.C. § 5332, the Equal Employment
Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29
C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S.
Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or
Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, the Consultant agrees to
refrain from discrimination against present and prospective employees for reason of age. In addition,
the Consultant agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29
U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq.,
the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law
at 49 U.S.C. § 5332, the Consultant agrees that it will not discriminate against individuals on the
basis of disability, and that it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the
Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with
disabilities. In addition, the Consultant agrees to comply with any implementing requirements FTA
may issue.
(3) The Consultant also agrees to include these requirements in each subcontract financed in whole
or in part with Federal assistance provided by FTA, modified only if necessary to identify the
affected parties.
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Exhibit D-4
6. FTA Disadvantaged Business Enterprise (DBE) Requirements
A. General DBE Requirements: In accordance with Federal financial assistance agreements with
the U.S. Department of Transportation (U.S. DOT), Commission has adopted a Disadvantaged
Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26,
“Participation by Disadvantaged Business Enterprises in Department of Transportation Programs”
(the “Regulations”). This RFP is subject to these stipulated regulations. In order to ensure that
Commission achieves its overall DBE Program goals and objectives, Commission encourages the
participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or
in part with U.S. DOT funds.
It is the policy of the Commission to:
1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;
2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;
3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;
4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to
participate as DBE’s;
5. Help remove barriers to the participation of DBEs in DOT assisted contracts;
6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities;
and
7. Assist in the development of firms that can compete successfully in the marketplace outside the
DBE program.
B. Discrimination: Consultant shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of subcontracts. Any terms used herein that are defined in 49
CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations.
C. Commission’s Race-Neutral DBE Program: A Race-Neutral DBE Program is one that, while
benefiting DBEs, is not solely focused on DBE firms. Therefore, under a Race-Neutral DBE
Program, Commission does not establish numeric race-conscious DBE participation goals on its
DOT-assisted contracts. There is no FTA DBE goal on this Project.
Consultant shall not be required to achieve a specific level of DBE participation as a condition of
contract compliance in the performance of this DOT-assisted contract. However, Consultant
shall adhere to race-neutral DBE participation commitment(s) made at the time of award.
D. Race-Neutral DBE Submissions and Ongoing Reporting Requirements (Post-Award):
At termination of the Contract, the successful Consultant shall complete and submit to Commission
a “DBE Race-Neutral Participation Listing” in the form provided by Commission. In the event
DBE(s) are utilized in the performance of the Agreement, Consultant shall comply with applicable
reporting requirements.
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Exhibit D-5
E. Performance of DBE Subconsultants: DBE subconsultants listed by Consultant in its “DBE
Race-Neutral Participation Listing” submitted at the time of proposal shall perform the work and
supply the materials for which they are listed, unless Consultant has received prior written
authorization from Commission to perform the work with other forces or to obtain the materials from
other sources. Consultant shall provide written notification to Commission in a timely manner of any
changes to its anticipated DBE participation. This notice should be provided prior to the
commencement of that portion of the work.
F. DBE Certification Status: If a listed DBE subconsultant is decertified during the life of this
Agreement, the decertified subconsultant shall notify Consultant in writing with the date of
decertification. If a non-DBE subconsultant becomes a certified DBE during the life of this
Agreement, the DBE subconsultant shall notify Consultant in writing with the date of certification.
Consultant shall furnish the written documentation to Commission in a timely manner. Consultant
shall include this requirement in all subcontracts.
G. Consultant’s Assurance Clause Regarding Non-Discrimination: In compliance with State and
Federal anti-discrimination laws, Consultant shall affirm that it will not exclude or discriminate on
the basis of race, color, national origin, or sex in consideration of contract award opportunities.
Further, Consultant shall affirm that they will consider, and utilize subconsultants and vendors, in a
manner consistent with non-discrimination objectives.
H. Violations: Failure by the selected Consultant(s) to carry out these requirements shall be a material
breach of the contract to be awarded pursuant to this RFP, which may result in the termination of the
contract or such other remedy as the recipient deems appropriate, which may include, but is not
limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the Consultant from future bidding as non-responsible. 49 C.F.R. § 26.13(b).
I. Prompt Payment: Consultant shall pay its subconsultants for satisfactory performance of their
contracts no later than 30 days from receipt of each payment Commission makes to the Consultant.
49 C.F.R. § 26.29(a), unless a shorter period is provided in the contract.
J. Compliance with DBE Requirements Contained in FTA Provisions: Consultant shall comply with
all DBE reporting and other requirements contained in this Agreement.
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7. Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions
required by DOT, as set forth in FTA Circular 4220.1F are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control
in the event of a conflict with other provisions contained in this Agreement. The Consultant shall not
perform any act, fail to perform any act, or refuse to comply with any RCTC requests which would
cause RCTC to be in violation of the FTA terms and conditions.
8. Debarment and Suspension.
The Consultant agrees to the following:
(1) It will comply with the following requirements of 2 CFR Part 180, subpart C, as adopted and
supplemented by U.S. DOT regulations at 2 CFR Part 1200.
(2) It will not enter into any “covered transaction” (as that phrase is defined at 2 CFR §§ 180.220
and 1200.220) with any subconsultant whose principal is, suspended, debarred, or otherwise
excluded from participating in covered transactions, except as authorized by— (i) U.S. DOT
regulations, “Nonprocurement Suspension and Debarment,” 2 CFR Part 1200; (ii) U.S. OMB
regulatory guidance, “Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 CFR Part 180; and (iii) Other applicable federal laws, regulations, or
requirements regarding participation with debarred or suspended recipients or third party
participants.
(3) It will review the U.S. GSA “System for Award Management – Lists of Parties Excluded from
Federal Procurement and Nonprocurement Programs,” if required by U.S. DOT regulations, 2 CFR
Part 1200.
9. ADA Access Requirements
The Consultant shall comply with all applicable requirements of the Americans with Disabilities Act
of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as
amended, 29 USC Section 794; 49 USC Section 5301(d).
10. Fly America .
To the extent applicable to the Services, the Consultant agrees to comply with 49 U.S.C. 40118 (the
"Fly America" Act) in accordance with the General Services Administration's regulations at 41 CFR
Part 301-10, which provide that recipients and sub recipients of Federal funds and their consultants
are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and
transportation of their personal effects or property, to the extent such service is available, unless
travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The
Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum
adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary
to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly
America requirements. The Consultant agrees to include the requirements of this section in all
subcontracts that may involve international air transportation.
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Exhibit D-7
11. Cargo Preference - Use of United States-Flag Vessels
To the extent applicable to the Services, the Consultant agrees:
1. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the
gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved,
whenever shipping any equipment, material, or commodities pursuant to the underlying contract to
the extent such vessels are available at fair and reasonable rates for United States-Flag commercial
vessels;
2. To furnish within 20 working days following the date of loading for shipments originating within
the United States or within 30 working days following the date of leading for shipments originating
outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in
English for each shipment of cargo described in the preceding paragraph to the Division of National
Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the
FTA recipient (through the Consultant in the case of a subconsultant's bill-of-lading.)
3. To include these requirements in all subcontracts issued pursuant to this contract when the
subcontract may involve the transport of equipment, material, or commodities by ocean vessel.
11. Buy America – Not applicable.
12. Employment Provisions
To the extent applicable to the Services, Consultant shall comply with the following:
A. Equal Employment Opportunity — Not applicable.
B. Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c) — Not applicable.
C. Contact Work Hours and Safety Standards Act (40 U.S.C. 327–333) —Not applicable.
D. Release of Retainage
No retainage will be withheld by the RCTC from progress payments due Consultant. Retainage by
Consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant
from progress due subconsultants. Any violation of this provision shall subject the violating
Consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section
7108.5 of the California Business and Professions Code. This requirement shall not be construed to
limit or impair any contractual, administrative, or judicial remedies, otherwise available to
Consultant or subconsultant in the event of a dispute involving late payment or nonpayment by
Consultant or deficient subconsultant performance, or noncompliance by a subconsultant.
13. Termination for Convenience
RCTC may terminate the Agreement for convenience in accordance with the terms of the Agreement.
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Exhibit D-8
After such termination, the Consultant shall submit a final termination settlement proposal to RCTC
as directed. If the Consultant fails to submit a proposal within the time allowed, RCTC may
determine, on the basis of information available, the amount, if any due the Consultant because of
the termination and shall pay the amount determined. After the Consultant’s proposal is received,
RCTC and Consultant shall negotiate a fair and equitable settlement and the contract will be modified
to reflect the negotiated agreement. If agreement cannot be reached, RCTC may issue a final
determination and pay the amount determined. If the Consultant does not agree with this final
determination or the determination resulting from the lack of timely submission of a proposal, the
Consultant may appeal under the Disputes clause.
14. Administrative and Contractual Remedies on Breach; Termination for Cause
a. The Consultant may be declared in breach of this Agreement (“Breach”) if the Consultant
fails to make delivery of the supplies or to perform the services within the time specified herein or
any extension thereof; or if the Consultant fails to perform any of the other provisions of the contract,
or so fails to make progress as to endanger performance of this contract in accordance with its terms.
In case of any of the foregoing, RCTC shall notify the Consultant of the Breach, and the Consultant
shall have a period of ten (10) days (or such longer period as RCTC may authorize in writing) after
receipt of notice from RCTC to cure the Breach.
b. RCTC may, by written notice of termination to the Consultant specifying the effective date
thereof, terminate the whole or any part of this contract, in the case of a Breach that is not cured
within the timeframe set forth in (a) above (“Uncured Breach”).
c. If the contract is terminated in whole or in part for an Uncured Breach, RCTC may procure
upon such terms and in such manner as RCTC may deem appropriate, supplies or services similar
to those so terminated, or may complete the services with its own forces. The Consultant shall be
liable to RCTC for any excess costs for such similar supplies or services, and for any other costs
incurred by RCTC as a result of the Uncured Breach. The Consultant shall continue the performance
of this contract to the extent not terminated under the provisions of this clause.
d. Except with respect to defaults of Subconsultants, the Consultant shall not be liable for any
excess costs if the failure to perform the contract arises out of causes beyond the control and without
the fault or negligence of the Consultant. If the failure to perform is caused by the default of a
Subconsultant, and if such default arises out of causes beyond the control of both the Consultant and
the Subconsultant, and without the fault or negligence of either of them, the Consultant shall not be
liable for any excess costs for failure to perform, unless the supplies or services to be furnished by
the Subconsultant were obtainable from other sources in sufficient time to permit the Consultant to
meet the required project completion schedule.
e. Payment for completed services or supplies delivered to and accepted by RCTC shall be at
the contract price. RCTC may withhold from amounts otherwise due the Consultant for such
completed services or supplies such sum as RCTC determines to be necessary to protect RCTC
against loss because of outstanding liens of claims of former lien holders, or to reimburse RCTC for
any other costs related to the Uncured Breach.
f. If, after notice of termination of this contract for cause, it is determined for any reason that
an Uncured Breach did not exist, the rights and obligations of the parties shall be the same as if the
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Exhibit D-9
notice of termination had been issued pursuant to the provisions for termination for convenience of
RCTC.
g. The rights and remedies of RCTC provided in this clause shall not be exclusive and are in
addition to any other rights and remedies provided by law, equity or under this contract including,
but not limited to, the right to specific performance.
h. Notwithstanding the above, RCTC may, without providing an opportunity to cure, terminate
the contract in accordance with the timeframe set forth in Section 17 of the contract, if RCTC
determines such action is in its best interest based on the nature of the Breach. Such actions shall not
limit any of RCTC’s remedies set forth above.
16. Disputes
a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact
arising under this Agreement which is not disposed of by supplemental agreement shall be
decided by RCTC’s Deputy Executive Director, who shall reduce the decision to writing and mail or
otherwise furnish a copy thereof to the Consultant. The decision of the RCTC Deputy Executive
Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such
copy, Consultant mails or otherwise furnishes to the RCTC Deputy Executive Director a written
appeal addressed to RCTC's Executive Director. The decision of RCTC Executive Director or duly
authorized representative for the determination of such appeals shall be final and conclusive.
b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact
arising under this Agreement as limiting judicial review of any such decision to cases where fraud
by such official or his representative or board is alleged, provided, however, that any such decision
shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly
erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection
with any appeal proceeding under this Paragraph, the Consultant shall be afforded an opportunity to
be heard and to offer evidence in support of its appeal.
c. Pending final decision of a dispute hereunder, Consultant shall proceed diligently with the
performance of this Agreement and in accordance with the decision of RCTC's Deputy Executive
Director. This "Disputes" clause does not preclude consideration of questions of law in connection
with decisions provided for above. Nothing in this Agreement, however, shall be construed as making
final the decision of any RCTC official or representative on a question of law, which questions shall
be settled in accordance with the laws of the State of California.
17. Lobbying
See the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure
Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Consultants who apply or bid
for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New
Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name
of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on
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Exhibit D-10
its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by
31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Offeror
shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and
if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying.”
18. Energy Conservation
The Consultant agrees to comply with mandatory standards and policies relating to energy efficiency
which are contained in the state energy conservation plan issued in compliance with the Energy
Policy and Conservation Act.
19. Clean Water
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The
Consultant agrees to report each violation to RCTC and understands and agrees that RCTC will, in
turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional
Office.
d. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
The Consultant also agrees to include these requirements in each subcontract exceeding $150,000
financed in whole or in part with Federal assistance provided by FTA.
20. Clean Air
a. The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Consultant agrees to
report each violation to RCTC and understands and agrees that RCTC will, in turn, report each
violation as required to assure notification to FTA and the appropriate EPA Regional Office.
b. The Consultant further agrees that:
(1) It will not use any violating facilities;
(2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of
Violating Facilities;”
(3) It will report violations of use of prohibited facilities to FTA; and
(4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42
U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§
1251-1387).
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Exhibit D-11
c. The Consultant also agrees to include these requirements in each subcontract exceeding
$150,000 financed in whole or in part with Federal assistance provided by FTA.
21. Recycled Products
Recovered Materials - The Consultant agrees to comply with all the requirements of Section
6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962),
including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order
12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part
247.
21. SPECIAL PROVISION FOR PROMOTING COVID-19 SAFETY
Section 49. Centers for Disease Control and Prevention Order on Requirements for Persons
to Wear Masks While on Conveyances and at Transportation Hubs.
(a) Compliance with CDC Mask Order. The Centers for Disease Control and Prevention (“CDC”)
Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances
and at Transportation Hubs (“CDC Mask Order”), applies to this Agreement. One of the objectives
of the CDC Mask Order is “[m]aintaining a safe and operating transportation system.” Consultant
agrees that it will comply, and will require all subconsultants to comply, with the CDC Mask Order,
to the extent the CDC Mask Order remains in effect.
(b) Enforcement for non-compliance. Consultant agrees that FTA and RCTC may take enforcement
action for non-compliance with the CDC Mask Order, to the extent the CDC Mask Order remains in
effect, including: (1) enforcement actions authorized by 49 U.S.C. § 5329(g); (2) referring Consultant
to the CDC or other Federal authority for enforcement action; (3) enforcement actions authorized by
2 CFR §§ 200.339 – .340; and (4) any other enforcement action authorized by Federal law or
regulation.
22. Safe Operation of Motor Vehicles
Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,”
April 16, 1997, 23 U.S.C. Section 402 note, FTA encourages each third party consultant to adopt
and promote on-the-job seat belt use policies and programs for its employees and other personnel
that operate company owned, rented, or personally operated vehicles, and to include this provision
in each third party subcontract involving the project.
a. The Consultant is encouraged to adopt and promote on-the-job seat belt use policies and programs
for its employees and other personnel that operate company-owned vehicles, company-rented
vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer
to vehicles owned or leased either by the Consultant or RCTC.
b. The Consultant agrees to adopt and enforce workplace safety policies to decrease crashes
caused by distracted drivers, including policies to ban text messaging while using an electronic
device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor
owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the
work performed under this contract.
23. Notification to FTA.
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Exhibit D-12
a. If a current or prospective legal matter that may affect the Federal Government emerges, the Consultant
must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which this
Agreement is being performed. The types of legal matters that require notification include, but are not limited
to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a
legal disagreement in any forum for any reason.
b. Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s
interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal
Government’s administration or enforcement of federal laws, regulations, and requirements.
c. Additional Notice to U.S. DOT Inspector General. The Consultant must promptly notify the U.S. DOT
Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the
Commission located, if Consultant has knowledge of potential fraud, waste, or abuse occurring on a Project
receiving assistance from FTA. The notification provision applies if a person has or may have submitted a
false claim under the False Claims Act, 31 U.S.C. § 3729, et seq., or has or may have committed a criminal
or civil violation of law pertaining to such matters as fraud, conflict of interest, bid rigging, misappropriation
or embezzlement, bribery, gratuity, or similar misconduct involving federal assistance. Knowledge, as used
in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal,
state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or
probable cause that could support a criminal indictment, or any other credible information in the possession
of the Consultant. In this paragraph, “promptly” means to refer information without delay and without change.
24. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment
Consultant shall not contract (or extend or renew a contract) to procure or obtain equipment, services, or
systems that uses covered telecommunications equipment or services as a substantial or essential component
of any system, or as critical technology as part of any system funded under this Contract. As described in
Public Law 115–232, section 889, covered telecommunications equipment is telecommunications equipment
produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such
entities).
a. For the purpose of public safety, security of government facilities, physical security surveillance of critical
infrastructure, and other national security purposes, video surveillance and telecommunications equipment
produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or
Dahua Technology Company (or any subsidiary or affiliate of such entities).
b. Telecommunications or video surveillance services provided by such entities or using such equipment.
c. Telecommunications or video surveillance equipment or services produced or provided by an entity
that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of
the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise
connected to, the government of a covered foreign country.
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Exhibit E-1
EXHIBIT "E"
CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the _______________________ and duly authorized
representative of the firm of _____________________________________ whose address
is ____________________________________________________, and that, except as
hereby expressly stated, neither I nor the above firm that I represent have:
(a) employed or retained for a commission, percentage, brokerage, contingent
fee, or other consideration, any firm or person (other than a bona fide
employee working solely for me or the above consultant) to solicit or secure
this agreement; nor
(b) agreed, as an express or implied condition for obtaining this Agreement, to
employ or retain the services of any firm or person in connection with carrying
out the agreement; nor
(c) paid, or agreed to pay, to any firm, organization or person (other than a bona
fide employee working solely for me or the above consultant) any fee,
contribution, donation, or consideration of any kind for, or in connection with,
procuring or carrying out this agreement.
I acknowledge that this Certificate is to be made available to the California
Department of Transportation (Caltrans) in connection with this agreement involving
participation of Federal-aid Highway funds, and is subject to applicable State and Federal
laws, both criminal and civil.
By: ____________________________
Signature
____________________________
Name
____________________________
Title
____________________________
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Exhibit F-1
EXHIBIT “F” – LOBBYING ACTIVITIES DISCLOSURE
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Local Assistance Procedures Manual EXHBIT 10-Q
Disclosure of Lobbying Activities
Page 1
LPP 13-01 May 8, 2013
EXHIBIT 10-Q DISCLOSURE OF LOBBYING ACTIVITIES
COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352
1.Type of Federal Action:2.Status of Federal Action:3.Report Type:
a. contract a. bid/offer/application a. initial
b. grant b. initial award b. material change
c. cooperative agreement c. post-award
d. loan For Material Change Only:
e. loan guarantee year ____ quarter _________
f. loan insurance date of last report __________
4.Name and Address of Reporting Entity 5.If Reporting Entity in No. 4 is Subawardee,
Enter Name and Address of Prime:
Prime Subawardee
Tier _______ , if known
Congressional District, if known Congressional District, if known
6.Federal Department/Agency:7.Federal Program Name/Description:
CFDA Number, if applicable ____________________
8.Federal Action Number, if known:9.Award Amount, if known:
10.Name and Address of Lobby Entity 11.Individuals Performing Services
(If individual, last name, first name, MI)(including address if different from No. 10)
(last name, first name, MI)
(attach Continuation Sheet(s) if necessary)
12.Amount of Payment (check all that apply)14.Type of Payment (check all that apply)
$ _____________ actual planned a. retainer
b. one-time fee
13.Form of Payment (check all that apply):c. commission
a. cash d. contingent fee
b. in-kind; specify: nature _______________e deferred
Value _____________ f. other, specify _________________________
15.Brief Description of Services Performed or to be performed and Date(s) of Service, including
officer(s), employee(s), or member(s) contacted, for Payment Indicated in Item 12:
(attach Continuation Sheet(s) if necessary)
16.Continuation Sheet(s) attached: Yes No
17.Information requested through this form is authorized by Title
31 U.S.C. Section 1352. This disclosure of lobbying reliance
was placed by the tier above when his transaction was made or
entered into. This disclosure is required pursuant to 31 U.S.C.
1352. This information will be reported to Congress
semiannually and will be available for public inspection. Any
person who fails to file the required disclosure shall be subject
to a civil penalty of not less than $10,000 and not more than
$100,000 for each such failure.
Signature: ________________________________________
Print Name: _______________________________________
Title: ____________________________________________
Telephone No.: ____________________ Date: ___________
Authorized for Local Reproduction
Federal Use Only:Standard Form - LLL
Standard Form LLL Rev. 04-28-06
Distribution: Orig- Local Agency Project Files
APPENDIX L - 1
Kleinfelder Construction Services has no lobbying activities to disclose pertaining to this procurement.
Rich Fitterer, PE, QSD
Area Manager
858-705-0768 March 16, 2023
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ON-CALL CONSTRUCTION MANAGEMENT SERVICES, MATERIALS
TESTING, AND CONSTRUCTION SURVEYING SERVICES FOR
COMMUTER RAIL STATION CAPITAL IMPROVEMENT PROJECTS
Western Riverside County Programs and Projects Committee
May 22, 2023
Bryce Johnston, Capital Projects Manager
1
Procurement Process
2
•Request for Qualifications (RFQ) was released on
February 13, 2023
•5 firms submitted responsive and responsible statements
of qualifications
•3 firms were selected based on the evaluation criteria set
forth in the RFQ. AECOM Technical Services, Inc. ,
Jacobs Project Management Co., and Kleinfelder
Construction Services were the 3 firms selected as most
qualified
Task Order Process
3
•Work is not guaranteed to any of the awardees
•These Pre-Qualified consultants will be selected for
specific tasks or projects based on information contained
in their proposals
•Services will be provided through Commission Task
Orders
•Commission’s model on-call professional services
agreement will be entered into with each of the 3 firms
Staff Recommends
4
Staff is requesting the recommendation to the full
commission to approve on-call professional services
agreements be entered into with each consultant firm,
subject to any changes approved by the Executive Director,
pursuant to legal counsel review.
QUESTIONS
5
AGENDA ITEM 9
Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: May 22, 2023
TO: Western Riverside County Programs and Projects Committee
FROM: Sheldon Peterson, Rail Manager
THROUGH: Lorelle Moe-Luna, Multimodal Services Director
SUBJECT: Fiscal Year 2022/23 Low Carbon Transit Operations Program Resolution
STAFF RECOMMENDATION:
This item is for the Committee to recommend the Commission take the following action(s):
1) Adopt Resolution No. 23-003 “Authorization for the Execution of the Certifications and
Assurances and Authorized Agent Forms for the Low Carbon Transit Operations Program
for the Riverside County Free Rail Pass Program in the amount of $1,007,009”.
BACKGROUND INFORMATION:
The Commission’s Commuter Rail Program applies for various federal and state funds that are
necessary to fund rail projects within Riverside County. The Commuter Rail Program is currently
seeking approval to utilize $1,007,009 of formula Low Carbon Transit Operations Program
(LCTOP) grant funding, administered by the California Department of Transportation, for the
Riverside County Free Rail Pass Program (Program). This request follows last year’s allocation of
$2,406,486 to make a total of $3,413,495 available for the program.
Projects eligible for this funding need to reduce greenhouse gas emissions and support transit
agencies in their effort to increase mode share. The Program will provide free Metrolink passes
to riders in Riverside County. Free Metrolink passes would attract new riders, incentivize existing
riders to take more trips, and contribute to greenhouse gas emission reduction.
The Program would allow riders to sign up through RCTC’s existing Commuter Assistance website
“IE Commuter” and be issued free passes through the Metrolink’s Mobile Ticketing Application.
For riders without access to mobile devices, the Program would provide promotional codes to
purchase the passes at ticket vending machines. Once potential riders have signed up and are
verified residents, they can request their initial free roundtrip codes. When they use this set of
codes, they can return to the IE Commuter Site to request additional round trips or five-day
passes, if they want to ride more frequently. After using the five-day passes further requests
could include monthly passes to encourage ongoing and consistent train travel. The goal is to
support new riders for up to three months, however this is subject to change as the program is
finalized. In addition, the program will offer a continuing free pass program for college and
university students for the duration of the program with monthly requests. This would help
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Agenda Item 9
expand access to public transportation for disadvantaged and low-income populations and
reduce the financial barriers to trying public transportation. In addition, as an IE Commuter
partner, RCTC is partnering with San Bernardino County Transportation Authority to make the
free passes available to both San Bernardino and Riverside County residents. The Program is
anticipated to begin in fall 2023 and would be piloted for a minimum of three-years.
FISCAL IMPACT:
As required by the LCTOP grant guidelines, Resolution No. 23-003 (Attachment 1) is needed to
authorize use of the funds on free passes and authorize the Executive Director to execute the
Certifications and Assurances and Authorized Agent forms. The resolution is required to submit
and file the grant; therefore, staff recommends adoption of the resolution related to the
FY 2022/23 LCTOP grant.
Funding received from this grant is included in the FY 2023/24 budget and reflected in
Commission’s FY 2023/24 Short Range Transit Plan.
Financial Information
In Fiscal Year Budget: N/A Year: FY 2023/24 Amount: $1,007,009
Source of Funds: LCTOP Budget Adjustment: N/A
GL/Project Accounting No.: 632107 415 41511 0000 263 41 41501 revenues
Fiscal Procedures Approved:
Date: 05/11/2023
Attachment: Resolution No. 23-003
242
RESOLUTION NO. 23-003
AUTHORIZATION FOR THE EXECUTION OF THE
CERTIFICATIONS AND ASSURANCES AND AUTHORIZED AGENT FORMS
FOR THE LOW CARBON TRANSIT OPERATIONS PROGRAM (LCTOP)
FOR THE RIVERSIDE COUNTY FREE RAIL PASS PROGRAM IN THE AMOUNT OF $1,007,009
WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and
may receive state funding from the Low Carbon Transit Operations Program (LCTOP) for transit
projects; and
WHEREAS, the statutes related to state-funded transit projects require a local or regional
implementing agency to abide by various regulations; and
WHEREAS, Senate Bill 862 (2014) named the Department of Transportation (Department) as the
administrative agency for the LCTOP; and
WHEREAS, the Department has developed guidelines for the purpose of administering and
distributing LCTOP funds to eligible project sponsors, including local agencies; and
WHEREAS, the Riverside County Transportation Commission wishes to delegate authorization to
execute the Certification and Assurances and the Authorized Agent documents for the LCTOP in
relation to the Riverside County Free Rail Pass Program, and any amendments thereto, to Anne
Mayer, Executive Director; and
WHEREAS, the Riverside County Transportation Commission wishes to implement the LCTOP
project(s) listed above.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Riverside County
Transportation Commission that the fund recipient agrees to comply with all conditions and
requirements set forth in the Certification and Assurances and the Authorized Agent documents
and applicable statutes, regulations and guidelines for all LCTOP funded transit projects.
NOW THEREFORE, BE IT FURTHER RESOLVED that Anne Mayer, Executive Director be authorized
to execute all required documents for the LCTOP program and any Amendments thereto with
the California Department of Transportation.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Riverside County
Transportation Commission that it hereby authorizes the submittal of the following project
nomination(s) and allocation request(s) to the Department in Fiscal Year 2022/2023 LCTOP funds:
(Continued on next page)
243
List project(s), including the following information:
Project Name: Riverside County Free Rail Pass Program
Amount of LCTOP funds requested: $1,007,009
Short description of project: The Riverside County Transportation Commission will use LCTOP funds
to provide free Metrolink passes to encourage new passenger rail riders within Riverside County.
Benefit to a Priority Populations: Project improves combined housing and transportation
affordability.
Amount to benefit Priority Populations: $1,007,009
Contributing Sponsors (if applicable):
APPROVED AND ADOPTED this 14th day of June 2023.
Robert E. Magee, Chair
Riverside County Transportation Commission
ATTEST:
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
244
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE
COMMISSIONER SIGN-IN SHEET
MAY 22, 2023
NAME AGENCY E_MAIL ADDRESS
Wes Speake City of Corona
Clint Lorimore City of Eastvale
Malcolm Lilienthal City of Hemet
Armando Carmona City of Jurupa Valley
Bill Zimmerman City of Menifee
Berwin Hanna City of Norco
Joseph Morabito City of Wildomar
Kevin Jeffries District 1
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS
COMMITTEE
ROLL CALL
MAY 22, 2023
Present Absent
County of Riverside, District I X
County of Riverside, District II X
City of Banning X
City of Corona X
City of Eastvale X
City of Hemet X
City of Jurupa Valley X
City of Menifee X
City of Norco X
City of Perris X
City of Riverside X
City of Wildomar X
TO: Riverside County Transportation Commission
FROM: Lisa Mobley, Clerk of the Board
DATE: May 17, 2023
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. 8 - Agreements for On-Call Construction Management Services, Materials
Testing, and Construction Surveying Services for the Construction of Commuter Rail Station
Capital Improvement Projects
Consultant(s): AECOM Technical Services, Inc.
Matthew Gollan, Vice President
999 W. Town and Country Road
Orange, CA 92868
Jacobs Project Management Co
Issam Khalaf, Vice President
3257 E. Guasti Road, Suite 120
Ontario, CA 91761
Kleinfelder Construction Services, Inc.
Rich Fitterer, Area Manager
2280 Market Street, Suite 300
Riverside, CA 92501