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HomeMy Public PortalAbout09 September 13, 2023 CommissionComments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, September 13, 2023 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair – Bob Magee Vice Chair – Lloyd White Second Vice Chair – Karen Spiegel Kevin Jeffries, County of Riverside, District 1 Karen Spiegel, County of Riverside, District 2 Chuck Washington, County of Riverside, District 3 V. Manuel Perez, County of Riverside, District 4 Yxstian Gutierrez, County of Riverside, District 5 Sheri Flynn / Rick Minjares, City of Banning Lloyd White / Julio Martinez, City of Beaumont Joseph DeConinck / Johnny Rodriguez, City of Blythe Linda Molina / Wendy Hewitt, City of Calimesa Jeremy Smith / Jennifer Dain, City of Canyon Lake Raymond Gregory / Mark Carnevale, City of Cathedral City Steven Hernandez / Stephanie Virgen, City of Coachella Wes Speake / Jim Steiner, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Clint Lorimore / Todd Rigby, City of Eastvale Linda Krupa / Malcolm Lilienthal, City of Hemet Dana Reed / Ty Peabody, City of Indian Wells Waymond Fermon / Oscar Ortiz, City of Indio Brian Berkson / Armando Carmona, City of Jurupa Valley Kathleen Fitzpatrick / Deborah McGarrey, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Bill Zimmerman / Dean Deines, City of Menifee Ulises Cabrera / Edward Delgado, City of Moreno Valley Cindy Warren / Ron Holliday, City of Murrieta Berwin Hanna / Katherine Aleman, City of Norco Jan Harnik / Kathleen Kelly, City of Palm Desert Lisa Middleton / To Be Appointed, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Perris Meg Marker / Lynn Mallotto, City of Rancho Mirage Chuck Conder / Patricia Lock Dawson, City of Riverside Alonso Ledezma / Valerie Vandever, City of San Jacinto James Stewart / Jessica Alexander, City of Temecula Joseph Morabito / Ashlee DePhillippo, City of Wildomar Catalino Pining, Governor’s Appointee Caltrans District 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org MEETING AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, September 13, 2023 Board Room County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA This meeting is being conducted in person as well as via teleconference. Please visit https://rivco.org/constituent-speaking-request to complete a speaker slip and receive further instructions to participate via teleconference. For members of the public wishing to submit written comments, please email comments to the Clerk of the Board at lmobley@rctc.org prior to September 12, 2023 and your comments will be made part of the official record of proceedings. 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 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, 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. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission 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 Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 2 5. ADDITIONS / REVISIONS – The Commission 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 Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission 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 – JULY 12, 2023 Page 1 6B. SINGLE SIGNATURE AUTHORITY REPORT Page 12 Overview This item is for the Commission to: 1) Receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2023. 6C. QUARTERLY SALES TAX ANALYSIS Page 14 Overview This item is for the Commission to: 1) Receive and file the sales tax analysis for the Quarter 1, 2023 (1Q 2023). 6D. QUARTERLY FINANCIAL STATEMENTS Page 23 Overview This item is for the Commission to: 1) Receive and file the Quarterly Financial Statements for the twelve months ended June 30, 2023. 6E. MONTHLY INVESTMENT REPORT Page 33 Overview This item is for the Commission to: 1) Receive and file the Monthly Investment Report for the month ended June 30, 2023. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 3 6F. MONTHLY INVESTMENT REPORT Page 36 Overview This item is for the Commission to: 1) Receive and file the Monthly Investment Report for the month ended July 31, 2023. 6G. FISCAL YEAR 2021/22 TRANSPORTATION DEVELOPMENT ACT AND MEASURE A AUDIT RESULTS Page 39 Overview This item is for the Commission to: 1) Receive and file the Transportation Development Act (TDA) and Measure A audit results report for Fiscal Year 2021/22. 6H. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, APRIL - JUNE 2023 Page 47 Overview This item is for the Commission to: 1) Receive and file the Quarterly Public Engagement Metrics Report for April - June 2023. 6I. INTERSTATE 15 FRANKLIN STREET INTERCHANGE PROJECT COOPERATIVE AGREEMENT WITH THE CITY OF LAKE ELSINORE Page 54 Overview This item is for the Commission to: 1) Approve Cooperative Agreement No. 24-31-023-00, with the city of Lake Elsinore (City) for funding of the plans, specifications & estimate (PS&E) phase of the Interstate 15 Franklin Street Interchange Project, in the amounts of $9,500,000 from the Western Riverside Council of Governments (WRCOG) local Transportation Uniform Mitigation Fees (TUMF), and $3,000,000 in local funds from the City, for a total amount of $12,500,000; 2) Authorize Commission staff to be the lead agency on behalf of the city of Lake Elsinore, as stated in the terms of Cooperative Agreement No. 24-31-023-00; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements and future non-funding agreements and/or amendments on behalf of the Commission. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 4 6J. AMENDMENT TO AGREEMENT WITH FALCON ENGINEERING SERVICES TO PROVIDE CONSTRUCTION MANAGEMENT SERVICES FOR STATE ROUTE 60 TRUCK LANES PROJECT Page 88 Overview This item is for the Commission to: 1) Approve Agreement No. 18-31-164-04, Amendment No. 4 to Agreement No. 18-31-164-00, with Falcon Engineering Services Inc. (Falcon) for construction management (CM), services for the State Route 60 Truck Lanes project for an additional amount of $151,818, and a total amount not to exceed $17,664,366; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission. 6K. AMENDMENT TO AGREEMENT WITH VALI COOPER & ASSOCIATES, INC. TO PROVIDE CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING FOR THE INTERSTATE 215/PLACENTIA AVENUE INTERCHANGE PROJECT Page 103 Overview This item is for the Commission to: 1) Approve Agreement No. 18-31-148-04, Amendment No. 4 to Agreement No. 18-31-148-00, with Vali Cooper & Associates, Inc. (Vali Cooper), for construction management (CM) services for the Interstate 215/Placentia Avenue Interchange, in the amount of $100,560, plus a contingency amount of $10,056, for an additional amount of $110,616, and a total amount not to exceed of $6,551,659; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the Project. 6L. QUARTERLY REPORTING OF CONTRACT CHANGE ORDERS FOR CONSTRUCTION CONTRACTS Page 113 Overview This item is for the Commission to: 1) Receive and file the Quarterly Report of Contract Change Orders for Construction Contracts for the three months ended June 30, 2023. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 5 6M. CONTRACT AUTHORITY FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES Page 115 Overview This item is for the Commission to: 1) Approve Amendment No. 1 to the following agreements to provide on-call multimodal transit/rail consulting services for a five-year term to extend the agreements for an additional amount of $8,000,000 and a total amount not to exceed $13,000,000: a) Agreement No. 23-25-002-01 to HDR Engineering, Inc.; b) Agreement No. 23-25-016-01 to HNTB Corporation; c) Agreement No. 23-25-017-01 to Jacobs Engineering Group, Inc.; d) Agreement No. 23-25-018-01 to Mott MacDonald Group, Inc.; e) Agreement No. 23-25-019-01 to STV Incorporated; f) Agreement No. 23-25-020-01 to WSP USA Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, 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. 6N. FISCAL YEAR 2023/24 STATE OF GOOD REPAIR PROGRAM ALLOCATIONS Page 136 Overview This item is for the Commission to: 1) Approve Resolution No. 23-007, “Resolution of the Riverside County Transportation Commission Approving the FY 2023/24 Project List for the California State of Good Repair Program”; 2) Approve an allocation of $4,573,788 related to Fiscal Year 2023/24 State of Good Repair (SGR) program funds to eligible Riverside County transit operators; 3) Approve an increase of $30,582 in the FY 2023/24 budget for SGR revenues to reflect updated SCO estimates; 4) Authorize the Executive Director, or designee, to review, approve and submit projects to Caltrans which are consistent with SGR program guidelines and to execute and submit required documents for the SGR program, including the Authorized Agent Form; and 5) Authorize the Executive Director, or designee, to approve administrative amendments to the FY 2023/24 Short Range Transit Plans (SRTPs) for incorporation of the SGR funds, as necessary. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 6 7. AGREEMENTS FOR COMPREHENSIVE PROFESSIONAL SERVICES AND SOFTWARE AS A SERVICE WITH TRANSMAX FOR THE INTERSTATE 15 SMART FREEWAY PILOT PROJECT Page 140 Overview This item is for the Commission to: 1) Award Agreement No. 23-031-035-00 to Transmax Pty Ltd (Transmax) for comprehensive professional services for the Interstate 15 SMART Freeway Pilot Project (Project), in the amount of $1,889,038 plus a contingency amount of $283,356 for a total amount not to exceed $2,172,394; 2) Award Agreement No. 23-031-034-00 to Transmax for Software as a Service (SaaS) for the Project in the amount $2,510,237, plus a contingency amount of $376,536 for a total amount not to exceed $2,886,773; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve contingency work as may be required for the Project; and 5) Authorize the Executive Director or designee, pursuant to legal counsel review, to execute non-funding amendments to the agreements on behalf of the Commission. 8. 2024 STATE TRANSPORTATION IMPROVEMENT PROGRAM FUNDING DISTRIBUTION AND ADOPTED FUND ESTIMATE Page 221 Overview This item is for the Commission to: 1) Approve the 2024 State Transportation Improvement Program (STIP) funding distribution among the three geographic areas in Riverside County per the adopted STIP intracounty Memorandum of Understanding (MOU). 9. STATE AND FEDERAL LEGISLATIVE UPDATE Page 225 Overview This item is for the Commission to: 1) Receive and file a state and federal legislative update. 10. TRAFFIC RELIEF PLAN UPDATE Overview This item is for the Commission to: 1) Receive and file an update on the Traffic Relief Plan. Riverside County Transportation Commission Meeting Agenda September 13, 2023 Page 7 11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 12. EXECUTIVE DIRECTOR REPORT 13. COMMISSIONER COMMENTS Overview This item provides the opportunity for brief announcements or comments on items or matters of general interest. 14. ADJOURNMENT The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday, October 11, 2023. DETACH AND SUBMIT TO THE CLERK OF THE BOARD 3 DATE: f ? _�"?r V CHECK IF PUBLIC COMMENTS: AGEND A ITEM NO.: (A S LISTED ON THE AGEND A) SUBJECT OF PUBLIC COMMENTS: Vuv re>/92 64s1//e Fn //t/- SUBJECT OF AGENDA ITEM: NAME: 5t1OA/ M11?LS PHONE NO.: A DDRESS: REPRESENTING: f. n . Rr-Y -7219 90 vbes/LY_- STREET CITY \'c? 01/7 1 ,4 e NAME OF AGENCY / ORGANIZATIO N / GROUP 9 2513 ZIP CODE PHO NE NO.: BUSINESS ADDRESS: STREET CITY ZIP CO DE AGENDA ITEM 6A RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING MINUTES Wednesday, July 12, 2023 1.CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Bob Magee at 9:30 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. For public comment visit https://rivco.org/constituent-speaking-request to complete a speaker slip. 2.ROLL CALL Commissioners/Alternates Present Commissioners Absent Brian Berkson* Julio Martinez Joseph DeConinck Chuck Conder Scott Matas Kathleen Fitzpatrick Edward Delgado Lisa Middleton Yxstian Gutierrez Waymond Fermon Joseph Morabito Steven Hernandez Sheri Flynn* V. Manuel Perez Linda Molina Rebecca Guirado Dana Reed Chuck Washington Raymond Gregory Rita Rogers Berwin Hanna Jeremy Smith Jan Harnik Wes Speake Kevin Jeffries Karen Spiegel* Linda Krupa James Stewart Clint Lorimore Valerie Vandever Bob Magee Cindy Warren Meg Marker Bill Zimmerman *Arrived after the meeting was called to order. At this time, Commissioner Karen Spiegel joined the meeting. 3.PLEDGE OF ALLEGIANCE Commissioner V. Manuel Perez led the Commission in a flag salute. At this time, Commissioner Sheri Flynn joined the meeting. 4.PUBLIC COMMENTS There were no requests to speak from the public. 1 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 2 5. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 6. CONSENT CALENDAR M/S/C (Gregory/Smith) to approve the following Consent Calendar items. Abstain: Speake on Agenda Item 6D 6A. APPROVAL OF MINUTES – JUNE 14, 2023 6B. MONTHLY INVESTMENT REPORT 1) Receive and file the Monthly Investment Report for the month ended May 31, 2023. 6C. AGREEMENT FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE 1) Award Agreement No. 23-45-060-00 to Royal Coaches Auto Body and Towing (Royal Coaches) for Freeway Service Patrol (FSP) tow truck services on Interstate 15, Beat No. 35, for a five-year term, in the amount of $3,150,630, plus a contingency amount of $157,540 for a total amount not to exceed $3,308,170; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to approve the use of the contingency amount as may be required for these services. 6D. AMENDMENT TO AGREEMENT WITH PARSONS TRANSPORTATION GROUP TO PROVIDE PLANS, SPECIFICATIONS, AND COST ESTIMATES SERVICES AND AMENDMENT TO AGREEMENT WITH FALCON ENGINEERING SERVICES TO PROVIDE CONSTRUCTION MANAGEMENT SERVICES FOR STATE ROUTE 71/STATE ROUTE 91 INTERCHANGE IMPROVEMENT PROJECT 1) Approve Agreement No. 11-31-110-17, Amendment No. 17 to Agreement No. 11-31-110-00, with Parsons Transportation Group Inc. (Parsons) for preparation of plans, specifications, and cost estimates (PS&E) for construction of State Route 71/State Route 91 Interchange Improvements Project (Project), in the amount of $991,075, plus a contingency amount of $110,000, for an additional amount of $1,101,075, and a total amount not to exceed $15,268,100; 2) Approve Agreement No. 21-31-012-01, Amendment No. 1 to Agreement No. 21-31-012-00, with Falcon Engineering Services Inc. (Falcon) for construction management (CM) services, materials testing, construction 2 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 3 surveying and public outreach for the Project for an additional amount of $2,021,453, and a total amount not to exceed $20,221,453; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 4) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. 6E. 2023 STATE ROUTE 91 IMPLEMENTATION PLAN 1) Approve the 2023 State Route 91 Implementation Plan. 7. FISCAL YEAR 2023/24 TRANSPORTATION DEVELOPMENT ACT ARTICLE 3 (SB 821) CALL FOR PROJECTS – PROJECT RECOMMENDATIONS Edward Emery, Senior Management Analyst, presented the Fiscal Year 2023/24 Bicycle and Pedestrian Facilities (SB 821) program Call for Projects funding recommendations, highlighting the following areas: • SB 821  Two percent of Local Transportation Fund (LTF) revenue  Bicycle and pedestrian projects  Bike and Pedestrian Master Plans • FY 2023/24 SB 821 Call for Projects  Opened – February 6, 2023  Applications due – April 27, 2023  Evaluation Team Meeting – May 24, 2023  Evaluation Criteria  29 applications were submitted  37 percent of the recommended allocations will benefit agencies in the Coachella Valley  63 percent of the recommended allocations will benefit agencies in the Western Riverside County • A list of the 12 projects being recommended for SB 821 funding • A contingency list of projects if additional funding becomes available M/S/C (Lorimore/Warren) to: 1) Approve the funding recommendations in Attachment 1 for Fiscal Year 2023/24 Transportation Development Act, Article 3, Bicycle and Pedestrian Facilities (SB 821) program funds; 2) Direct staff to prepare and execute memorandums of understanding (MOUs) with the local agencies to outline the project schedules and local funding commitments; and 3 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 4 3) Authorize the Executive Director to execute the MOUs with the local agencies, pursuant to legal counsel review. At this time, Commissioner Brian Berkson joined the meeting. 8. AGREEMENT FOR SECURITY GUARD SERVICES AT COMMISSION OWNED COMMUTER RAIL STATIONS Gary Ratliff, Facilities Administrator, presented an update for security guard services at the Commission owned Commuter Rail stations, highlighting the following areas: • A map of the location of the Commission owned Commuter Rail stations • Security upgrades – CCTV digital, video storage, cameras, gates, fencing, and signage  Security guard services – Observe station conditions; Inform and assist patrons; Patrol assigned areas; Open and close stations; Report safety hazards; Report of crimes to law enforcement • Security guard presence  Deter theft, break-ins, vandalism, and graffiti  Discourage unsafe activities at the station such as crossing the tracks, skateboarding on station premises, loitering, and encampments • Procurement five-year agreement  Procurement process: March 23, 2023 RFP released, 44 downloads, 14 submittals, 3 shortlisted for interviews: Allied Universal Protection Services (Universal), Inter-Con Security, Inc., and Invicta Allstate Security Services  Criteria: Experience, qualifications, understanding/approach, and cost • Cost escalation 2016-2023 Commissioner Karen Spiegel stated it was mentioned in the presentation how many firms were Riverside County and asked if they receive any incentive if they are Riverside County. Gary Ratliff replied no not in this procurement he was just sharing information from the procurement facts. Commissioner Spiegel referred to Gary Ratliff’s comment about how area competition increased the costs and stated generally in the old days competition was good because it reduced the costs but now because the shortage of workers competition increases the costs and asked where Universal is located. Gary Ratliff replied Universal has a branch office here in Riverside County and they employ 3,000 people out of that office. 4 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 5 Commissioner Brian Berkson asked if having extra security during special events is part of the contingency and if the Riverside Festival of Lights that occurs every year is included in their base contract as a standing item or if that comes out of the contingency. Gary Ratliff replied that it will come out of the contingency, they do participate in that, and it is usually double the costs for that month. In response to Commissioner Berkson’s question what the amount of that contingency is for that item, Gary Ratliff replied about $250,000. M/S/C (Speake/Harnik) to: 1) Award Agreement No. 23-24-050-00 to Universal Protection Services, LP (Universal) for the provision of security services at the Commission owned Commuter Rail stations for a three-year term, and two one-year options to extend the agreement, in an amount of $21,450,000, plus a contingency amount of $1,072,500 for a total amount not to exceed $22,522,500; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total not to exceed amount as required for these services. 9. STATE AND FEDERAL LEGISLATIVE UPDATE David Knudsen, External Affairs Director, presented an update on the Governor’s Infrastructure streamlining package, highlighting the following: • Goal: Streamline priority projects eligible for Infrastructure Investment and Jobs Act (IIJA) and other federal funding • Elements of the streamlining package – Environmental mitigation; procurement; environmental review; and workforce development • Provisions that may benefit Regional Transportation Planning Agencies (RTPAs) o Allowing full take of fully protected species o California State Transportation Agency (CalSTA) National Environmental Policy Act (NEPA) authority for multimodal projects o California Environmental Equity Act (CEQA) administrative record streamlining o CEQA judicial streamlining for Environmental Leadership Development Project (ELDPs) o CEQA judicial streamlining for specified infrastructure projects 5 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 6 David Knudsen stated Assembly Bill 1385 by Assemblymember Garcia passed out of the Senate Governance and Finance Committee on July 5 and the bill is headed to the Senate Floor for consideration. Also using the Commission’s adopted 2023 State and Federal Legislative Platform staff sent opposition letters on AB 6 and AB 7 both authored by Assemblymember Laura Friedman. Commissioner Wes Speake stated regarding the comment about fully protected species, they are fortunate in Riverside County to have the Multiple Species Habitat Conservation Plan (MSHCP) and the Coachella Valley (CV) is fortunate to have the (CVMSHCP). The take of fully protected species is allowed everywhere it just needs to be mitigated so mitigation has been pre-worked out for both of those plans and clarified in terms of this it has been worked out for the Brightline Project is what the definition is. David Knudsen replied it is two separate issues; the added element for the take permit allows for certain approved projects by the Governor to do the take and the Brightline Wildlife Crossings is a separate independent issue. Commissioner Speake concurred and stated it is an interesting concept. He explained a lot of people will ask him because it is part of his job, but they can take an endangered species they just have to mitigate for it. Commissioner V. Manuel Perez’s asked if this will allow the Commission to figure out how they can create a funding stream, for example, for the Salton Sea area when talking about recreational trails, walkways, potentially even a CV Link moving from Coachella to North Shore since in this case transportation is expanded or are they talking about other communities whether it be Thousand Palms unincorporated areas that do not have that infrastructure. He asked staff to possibly look into it and try to figure that out. David Knudsen replied he does not know but staff can look into it. Commissioner Perez stated for the North Lake Pilot project for the Salton Sea area they are talking about recreational areas in which people have pathways to walk to their jobs as well as trying to expand CV Link which will be important. Chair Magee referred to Commissioner Speake’s comments and stated even though they have an MSHCP he has found the wildlife services both state and federal to be extremely uncooperative over the last 19 years since that plan was adopted and asked if they have signed off on this. David Knudsen replied that the state agencies are accountable to the Governor so he is hopeful the Governor will help with that cooperation. In response to Chair Magee’s question there is nothing from the federal side, David Knudsen replied he would have to look into that. 6 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 7 Anne Mayer expressed appreciation to David Knudsen for a great presentation. She explained some of the Commissioners had attended and or aware of the listening sessions that were hosted around the region with former Mayor Antonio Villaraigosa as he was on special assignment from the Governor to go out and talk about infrastructure projects and important needs. All these infrastructure streamlining initiatives can be linked back to those local conversations also in looking at one of those items they are specifically tied to projects or kinds of projects the state of California will want to go after federal funding for, it is streamlining of environmental processes and permitting. The CEQA streamlining it does not change CEQA it is merely the administrative processes this Commission has made some of these very same suggestions for years on making the process work better. While these initiatives are directed specifically at projects the state of California wants to seek federal funding for, she sees them as huge opportunities in the Commission being able to translate some of this into improve processes on RCTC’s projects. She stated as David Knudsen mentioned that one could benefit CV Rail, she thinks there might be more than one of these initiatives that would benefit CV Rail. They have already had discussions with CalSTA about possibly having CV Rail be one of the first pilot projects in the state where CalSTA has NEPA authority, and she explained what that means. They do see some real opportunities that can help, they are a direct result of the conversations that were held around the state with Mayor Villaraigosa and staff is going to do everything they can to take advantage of these opportunities. Representatives of California are speaking to members of congress about how important these initiatives are and to the question about have federal agencies bought into this, much like with the Governor conversations with their administrative staff there will probably be conversations at the federal level. She expressed that California has a broad slate of projects that could be very successful in the federal program and for the Commission’s CV Rail is the big one. M/S/C to: 1) Receive and file a state and federal legislative update. 10. PRESENTATION – FREEWAY SERVICE PATROL 30th ANNIVERSARY Hanan Sawalha, Management Analyst, provided an overview and shared a short video for the Freeway Service Patrol and the California Highway Patrol celebrating 30 years of service. In response to Commissioner Warren’s request for a copy of the presentation to share with the city of Murrieta and their citizens, Hanan Sawalha replied absolutely, and they will be posting it on July 14 to all their socials, as well as their blog, and the Commission website. Commissioner Berwin Hanna referred to the 511 from the presentation and asked if it is the same app that shows the traffic. 7 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 8 Hanan Sawalha replied yes. She stated there is a mobile app 511 and that is also a number that can be called to help commuters with any information regarding traffic situations as well as different commuter programs RCTC has available for rideshare. Commissioner Hanna asked if the IE511 still works that shows the traffic congestion. Hanan Sawalha replied that it does and currently staff is revamping the app as they have transitioned over to the LA Metro system and in the testing phase of the new app, but it should be available. Commissioner Joseph Morabito stated he noticed in the video the statistics especially about helping 1,000,000 motorists and asked if that is for individual cars. Hanan Sawalha replied that it is individual vehicles. Commissioner Chuck Conder expressed appreciation for the presentation and asked if staff keeps any statistics on how many electric vehicles that they find dead. Hanan Sawalha replied they do not. M/S/C to: 1) Receive a presentation on the 30th Anniversary of the Freeway Service Patrol. 11. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION There were no items pulled from the Consent Calendar. 12. EXECUTIVE DIRECTOR’S REPORT Anne Mayer announced: • In Sacramento at the Senate Governance and Finance Committee on the hearing of AB 1385 and on other bills they were discussing the connection between housing, lack of affordable housing, and transportation and there were many members of the committee who were talking about the fact that if the state is not making investments it leaves locals with no choice but to find revenue to be able to make the improvements the locals need. • June 28-29, 2023, she attended the California Transportation Commission (CTC) meeting and RCTC’s $44.5 million of SB 1 Congested Corridor funding was being heard as Mid County Parkway Segment 3 was recommended for funding in that program. Most of those programs are now focusing on transit and other types of transportation not necessarily roadway improvements and those instincts proved 8 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 9 correct when RCTC’s project was pulled off for discussion by the CTC about why they were funding a highway project. Their team did a fantastic job of explaining why that project was so important as it is about safety, access to the community, being able to provide bicycle facilities and she did have to go up and defend RCTC’s project and the CTC did approve it. It goes to demonstrate in that when they position RCTC’s projects for funding at the state and federal level they must talk about the bigger picture then just their project. The applications need to talk about what it means to disadvantaged and underserved communities, safety, and to tell the whole story about the community. The Potrero Interchange on State Route 60 was also on the CTC agenda for Trade Corridor, it sailed through with no questions or concerns. She suggested any of their jurisdictions applying for these grants it is important to talk about what it truly means to the community and those they serve, because those competitions are significant and competitive programs. • A week after the CTC meetings, CalSTA announced $15 million worth of contribution towards the Third Street Grade Separation project in the city of Riverside. At this time, Commissioner Kevin Jeffries left the meeting. 13. COMMISSIONER COMMENTS 13A. Commissioner Dana Reed reported having the honor of representing RCTC on the LOSSAN Rail Corridor Agency, they run the trains between Los Angeles to San Luis Obispo and hopefully eventually be running trains between Los Angeles and the Coachella Valley. The Board of Directors have been beset with huge problems for the last year with slides and track closures and Orange County Transportation Authority (OCTA) is primarily responsible for the tracks as they own the tracks in Orange County, and they have not been able to have service between Los Angeles and San Diego Counties. The good news is they will reopen on July 17 but eventually they will have to do something about it as the tracks will continue to be inundated with landslides and debris. 13B. Commissioner Speake announced he needed to abstain on Agenda Item 6D, “Amendment to Agreement with Parsons Transportation Group to Provide Plans, Specifications, and Cost Estimates Services and Amendment to Agreement with Falcon Engineering Services to Provide Construction Management Services for State Route 71/State Route 91 Interchange Improvement Project” because his company is a subcontractor on that project. 13C. Commissioner Waymond Fermon thanked Anne Mayer for bringing up affordable housing, along their freeways and their rail lines they have a growing population of the transient community, it is a public safety issue, health hazard issue, and it magnifies they have a housing issue. He is uncertain where this conversation should take place to have this collaborative effort between Caltrans, Union Pacific 9 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 10 Railroad, and their transportation to start to address some of these issues along their rail lines and affordable housing. In Coachella Valley specifically in Indio between Jefferson and Monroe along the rail lines it has gotten bad as there have been a lot of fires and a lot of first responders have to respond there. It is a housing issue along with a safety issue and he is not sure where this conversation needs to go but if they do not focus on it, it is going to continue to get worse. Anne Mayer replied they have a meeting with Union Pacific Railroad on July 13, and she will bring up Commissioner Fermon’s concerns to see if they can get any details on what their programs are. She asked Rebecca Guirado, Caltrans District 8, if she had any updates with Caltrans. Rebecca Guirado replied she does not. Anne Mayer stated she has a meeting with the Governor’s Appointee Caltrans District 8 Catalino Pining on July 18 and will raise it at both those meetings and let the Commissioners know if they have programs already underway. Commissioner Fermon stated that it is happening but sometimes they do not see it and express appreciation for the work that has already been going on. 13D. Commissioner Jan Harnik reported having the honor of representing RCTC at Southern California Association of Governments (SCAG) on July 5 SCAG’s Executive Director Kome Ajise attended a news conference where Secretary of Transportation Toks Omishakin announced the $1.3 billion that will be used for supply chain related projects and that is Riverside County as it is impacted by all those corridors. It is important to take notice and make the most of it for the issues they are dealing with. On July 10 Assemblymember Greg Wallis who represents the Coachella Valley and other parts announced Outdoor Worker Appreciation Week. She is particularly proud because last year that was started in the city of Palm Desert with Renova Energy that applies solar to homes and any type of building and Burrtec which is their waste management had an outdoor worker appreciation day. They need to think about the FSP, public safety, and their utility workers who are all out there working in some extreme heat. On August 17-23 statewide Assemblymember Wallis put forth a resolution to cause it to be Outdoor Worker Appreciation week so say thank you to those people who are working outdoors. These are the same outdoor workers who they talk about in all the Commission’s projects that Anne Mayer mentioned earlier. At this time, Commissioner Edward Delgado left the meeting. 13E. Commissioner Berkson suggested in future items that come to this Commission he expressed concern with transparency issues and the example is the security services item heard earlier today that was approved. When it comes to 10 Riverside County Transportation Commission Meeting Minutes July 12, 2023 Page 11 contingency, contingency in his definition is unforeseen or unknown but when they have a standing item such as the Riverside Festival of Lights and staff knows there is going to be a cost to that, but it is shown under contingency that does not tell him the real budget item the Commission approved. Generically on all future items if there are going to be items that are going to use contingency for the actual contract it should at least be disclosed by staff in the report to the Commissioners, so they understand what they are truly going to spend, and contingency is just the end case. Anne Mayer replied certainly, staff will make sure they summarize what is assumed in the contingency. She stated there are several Metrolink special events that are in contingency because they do not always happen every year, so they do not want to include them in the standard budget because it usually requires other counties to help pay for those events. She noted special events are very frequently in the contingency for these guard services as well as for Metrolink because they do not happen every year. Commissioner Berkson replied just a simple disclosure in the staff report that tells the Commissioners staff expects certain items to be utilized rather than the unforeseen items they do not know about. 13F. Commissioner Linda Krupa expressed appreciation to the Commission, Riverside County, and Juan Perez, Riverside County Chief Operating Officer, for the safety improvements on Ramona Expressway. Every time she takes it there is a feeling of security knowing that someone is going to have to try hard to cross that median. That safety project is amazing the speed at which it was done was also amazing. Chair Magee announced that the Commission will be dark in August. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Magee adjourned the meeting at 10:26 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday, September 13, 2023. Respectfully submitted, Lisa Mobley Administrative Services Director / Clerk of the Board 11 AGENDA ITEM 6B Agenda Item 6B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Alicia Johnson, Senior Procurement Analyst Jose Mendoza, Procurement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Single Signature Authority Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Single Signature Authority report for the fourth quarter ended June 30, 2023. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission’s Procurement Policy Manual adopted in March 2021. The Executive Director is authorized to sign services contracts that are less than $250,000 individually and in an aggregate amount not to exceed $2 million in any given fiscal year. Additionally, in accordance with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies, equipment, materials, and construction of all facilities and works under $50,000 individually. The attached report details all contracts that have been executed for the fourth quarter ended June 30, 2023, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services as of June 30, 2023, is $904,117. Attachment: Single Signature Authority Report as of June 30, 2023 12 CONTRACT # CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT AMOUNT PAID AMOUNT REMAINING CONTRACT AMOUNT AMOUNT AVAILABLE July 1, 2022 $2,000,000.00 22-45-099-00 California Highway Patrol Call Box Coordinator Services 15,900.00 1,354.00 14,546.00 19-31-030-04 Arcadis I-15/Railroad Canyon Interchange Project 214,293.00 123,253.00 91,040.00 23-65-045-00 KOA Corporation 2022/2023 SCAG's County Transportation Commission REAP 2.0 Grant Writing Services 70,630.00 41,025.00 29,605.00 22-62-008-02 Center for Transportation and the Environment, Inc Implementation Plan Services for the Riverside County Zero-Emission Bus Rollout and Implementation Plans 48,946.00 0.00 48,946.00 23-31-054-00 RailPros SR 71/SR91 Flagging Services 100,000.00 0.00 100,000.00 19-19-003-02 SDI Presence, LLC Information Technology and Project Management Oversight Services 162,000.00 0.00 162,000.00 23-65-045-01 KOA Corporation Grant Writing Services for SCAG's 202/2023 REAP 2.0 County Transportation 24,614.00 24,614.00 0.00 18-15-139-03 Metromotion Travel allowance for Strategic/Crisis Communications and Organizational Assessment Services 3,000.00 0.00 3,000.00 23-31-115-00 Fairbank, Maslin, Maullin, Metz & Assocates, Inc. (FM3) Public Opinion Survey Services 160,000.00 0.00 160,000.00 23-19-114-00 Beacon Economics, LLC Economic Forecasting & Development 250,000.00 0.00 250,000.00 21-41-123-02 San Bernardino County Transportation Authority Amendment to regional agreement with LAMTA, OCTA, VCTC, and SBCTA for regional rideshare software and database services 46,500.00 0.00 46,500.00 AMOUNT USED 1,095,883.00 $904,117.00 None N/A $- $- $- Alicia Johnson Matthew Wallace Prepared by Reviewed by SINGLE SIGNATURE AUTHORITY AS OF JUNE 30, 2023 Note: Shaded area represents new contracts listed in the fourth quarter. AMOUNT REMAINING through June 30, 2023 Agreements that fall under Public Utilities Code 130323 (C) 13 AGENDA ITEM 6C Agenda Item 6C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Matt Wallace, Deputy Director of Financial Administration THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the sales tax analysis for the Quarter 1, 2023 (1Q 2023). BACKGROUND INFORMATION: At its June 2023 meeting, the Commission awarded an agreement with MuniServices, an Avenu Insights and Analytics Company (MuniServices), for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenues generated from the transactions and use tax (sales tax) audit services. The services performed under this agreement pertain to only the Measure A sales tax revenues. Since the commencement of these services, MuniServices submitted audits, which reported findings and submitted to the California Department of Tax and Fee Administration (CDTFA), for review and determination of errors in sales tax reporting related to 1,641 businesses. Through 4Q 2022, the CDTFA approved $16,545,659 of cumulative sales tax revenues recovered for the Commission. If CDTFA concurs with the error(s) for the remaining claims, the Commission will receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. MuniServices provided the Commission with the Quarterly Sales Tax Digest Summary report for 1Q 2023. Most of the 1Q 2023 Measure A sales tax revenues were received in the first quarter of calendar year 2023, during March 2023 through May 2023, due to a lag in the sales tax calendar. The summary section of the 1Q 2023 report is attached and includes an overview of California’s economic outlook, local results, historical cash collections analysis by quarter, top 25 sales/use tax contributors, historical sales tax amounts, annual sales tax by business category, and five-year economic trend (general retail). 14 Agenda Item 6C Taxable transactions for the top 25 contributors in Riverside County generated 26.78 percent of taxable sales for the benchmark year ended 1Q 2023, slightly more than the benchmark year ended 1Q 2022 at 26.58 percent. The top 100 tax contributors generated 40.55 percent for the benchmark year ended 1Q 2023, more than the 39.83 percent for the benchmark year ended 1Q 2022. In the Economic Category Analysis below, all six categories experienced new highs in the 1Q 2023 benchmark year compared to the prior eight benchmark years. An analysis of sales tax performance through 1Q 2023 is attached and illustrates consistent cycles for sales tax performance for most of the economic categories since 1Q 2018, apart from COVID-19 impacts for some categories. For the top 10 economic segments (miscellaneous retail, auto sales – new, restaurants, department stores, service stations, building materials – wholesale, food markets, heavy industry, building materials – retail, and apparel stores) during the past eight benchmark year quarters, sales tax reached a new high point in 1Q 2023 for eight out of ten categories. The economic segments represent 73.4 percent of the total sales tax receipts. For the remaining 21 economic segments representing 26.6 percent of total sales tax receipts, 10 economic segments representing 16.6 percent of total sales tax receipts reached new high points in the benchmark year 1Q 2023. In the Economic Segment Analysis below, miscellaneous retail, which includes online retailers, is RCTC’s largest economic segment, followed by auto sales – new and restaurants. Since the benchmark year 1Q 2016, each of these segments has realized significant sales tax growth. Miscellaneous retail has increased 169 percent, auto sales – new has increased 65 percent, and the restaurant segment has increased 61 percent when comparing benchmark year 1Q 2016 to benchmark year 1Q 2023. The increase related to online sales is largely a result of the recent legislation to tax online sales along with general consumer spending shifting from brick and mortars to online. % of Total / % Change RCTC State Wide Orange County Riverside County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast General Retail 28.4 / 0.4 27.7 / 2.0 26.9 / 6.4 34.1 / 8.0 23.6 / -5.9 27.8 / -0.1 36.2 / -2.5 26.3 / 4.2 26.3 / -15.4 Food Products 16.4 / 6.3 20.6 / 7.6 20.5 / 7.9 17.7 / 4.0 22.1 / 4.5 16.4 / 8.2 14.5 / 3.2 22.5 / 9.0 17.9 / -5.8 Transportation 24.1 / 3.9 24.5 / 5.6 25.3 / 8.5 24.2 / 4.5 20.5 / -5.1 27.4 / 2.5 23.2 / 2.3 25.3 / 7.8 30.0 / -6.9 Construction 11.0 / 8.9 10.0 / 2.1 8.3 / 3.9 12.7 / 6.8 10.8 / -5.5 13.0 / 1.2 10.2 / -1.7 8.8 / 4.1 14.5 / -10.6 Business to Business 16.0 / 14.8 16.3 / 4.9 18.1 / 9.5 10.8 / 12.1 21.8 / -4.7 14.5 / 9.1 15.2 / 5.9 16.0 / 6.6 10.4 / -10.4 Miscellaneous 4.2 / 7.7 1.0 / 3.0 0.9 / 14.6 0.6 / 4.0 1.2 / -3.7 1.0 / -5.1 0.8 / -0.5 1.1 / 5.3 0.9 / 1.3 Total 100.0 / 5.6 100.0 / 4.5 100.0 / 7.7 100.0 / 6.7 100.0 / -3.3 100.0 / 3.3 100.0 / 0.7 100.0 / 6.6 100.0 / -9.9 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, Leasing, Biotechnology, I.T. Infrastructure, and Green Energy Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments ECONOMIC CATEGORY ANALYSIS 15 Agenda Item 6C As noted, auto sales-new and restaurants have also experienced increases since 1Q 2016 due to general price increases (inflation) and improved consumer demand. Information regarding sales tax comparison by city and change in economic segments (two highest gains and two highest declines) for 1Q 2023 to 1Q 2022 is attached. Staff will monitor sales tax receipts and other available economic data to determine the need for any adjustments to the revenue projections. Staff will utilize the forecast scenarios with the complete report and receipt trends in assessing such projections. FISCAL IMPACT: This is an information item. There is no fiscal impact. Attachments: 1) Sales Tax Digest Summary 1Q 2023 2) Sales Tax Performance Analysis by Quarter 1Q 2023 3) Quarterly Sales Tax Comparison by City for 1Q 2023 to 1Q 2022 RCTC State Wide Orange County Riverside County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast Largest Segment Miscellaneous Retail Restaurants Restaurants Miscellaneous Retail Restaurants Auto Sales - New Miscellaneous Retail Restaurants Service Stations % of Total / % Change 11.6 / 2.4 14.7 / 10.9 15.0 / 11.1 16.8 / 15.6 16.2 / 10.0 11.2 / -0.1 13.4 / -0.2 16.5 / 12.2 11.8 / 4.2 2nd Largest Segment Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Auto Sales - New Restaurants Department Stores Auto Sales - New Restaurants % of Total / % Change 11.4 / 3.5 11.5 / 3.0 14.3 / 9.4 11.1 / 7.5 9.8 / -9.3 11.1 / 9.2 11.1 / 1.3 12.8 / 6.6 11.2 / -5.9 3rd Largest Segment Restaurants Miscellaneous Retail Miscellaneous Retail Auto Sales - New Department Stores Miscellaneous Retail Restaurants Department Stores Auto Sales - New % of Total / % Change 10.4 / 7.0 9.2 / 6.4 8.6 / 12.7 10.8 / 2.9 7.7 / 0.2 10.5 / -1.1 9.6 / 3.8 8.1 / 5.6 11.2 / -13.5 ECONOMIC SEGMENT ANALYSIS 16 Riverside County Transportation Commission Sales Tax Digest Summary Collections through May 2023 Sales through March 2023 (2023Q1) www.avenuinsights.com (800) 800-8181 Page 1 CALIFORNIA’S ECONOMIC OUTLOOK California sales tax receipts decreased by 0.2% over the same quarter from the previous year, with Northern California reporting a 0.9% decrease compared to a 0.3% increase for Southern California. Receipts for the RCTC decreased by 1.1% over the same periods. Real Gross Domestic Product (GDP) increased at an annual rate of 1.6% in the first quarter of 2023. U.S. inflation decreased to 5.0% in March of 2023 compared to the same month a year ago. California's headline inflation was 5.4% year over year as of February of 2023. (DIR, BEA, BLS, April Finance Bulletin) The U.S. unemployment rate decreased slightly to 3.5% in March of 2023. California's unemployment rate increased slightly to 4.4% in March of 2023, 0.3 percentage point higher than November of 2022 rate of 4.1%. (BLS, March Finance Bulletin) U.S. personal income increased by 6.2% for the first quarter of 2023, compared to same quarter previous year. Compensation of employees increased by 6.9% while personal current taxes decreased by 6.5% from the previous period, resulting in a net gain of 8.4% in disposable income. The increase of disposable income generated a 20.6% increase in US personal savings for the first quarter of 2023, compared to same quarter previous year. (BEA) LOCAL RESULTS Net Cash Receipts Analysis Local Collections $69,717,267 Less: Cost of Administration $(679,420) Net 1Q2023 Receipts $69,037,847 Net 1Q2022 Receipts $69,788,957 Actual Percentage Change -1.1% Business Activity Performance Analysis Local Collections – Economic Basis 1Q2023 $69,157,372 Local Collections – Economic Basis 1Q2022 $69,375,957 Quarter over Quarter Change -$218,585 Quarter over Quarter Percentage Change -0.3% Avenu Insights & Analytics’ On-Going Audit Results Total Recovered Since Inception $16,545,659 ATTACHMENT 1 17 RCTC www.avenuinsights.com (800) 800-8181 Page 2 $- $100 $200 $300 $400 $500 $600 $700 $800 $- $10,000 $20,000 $30,000 $40,000 $50,000 $60,000 $70,000 $80,000 4Q2020 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 (in thousands of $) Net Receipts CDTFA Admin Fees Due HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies RCTC’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from April 2022 to March of 2023. The Top 25 Sales/Use Tax contributors generate 26.8% of RCTC’s total sales and use tax revenue. * ”- EC” added to the end of business names represent electronic commerce. 7-ELEVEN FOOD STORES LOWE’S HOME CENTERS AMAZON.COM – EC MCDONALD'S RESTAURANTS AMAZON.COM SERVICES – EC RALPH'S GROCERY COMPANY ARCO AM/PM MINI MARTS ROSS STORES BEST BUY STORES SAM'S CLUB CARMAX AUTO SUPERSTORES SHELL SERVICE STATIONS CED LIGHTING SOLUTIONS STATER BROS MARKETS CHEVRON SERVICE STATIONS TARGET STORES CIRCLE K FOOD STORES TESLA COSTCO WHOLESALE UNION 76 SERVICE STATIONS DEPARTMENT OF MOTOR VEHICLES VERIZON WIRELESS FIRST SOLAR WAL MART STORES HOME DEPOT 18 RCTC www.avenuinsights.com (800) 800-8181 Page 3 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 $35,000 $40,000 1Q2023 High Low 65,815 70,603 75,238 77,021 80,010 81,876 81,676 81,862 82,251 81,890 32,260 32,432 35,547 38,450 41,385 43,922 45,318 45,907 46,727 47,336 47,579 50,108 56,414 60,227 63,536 66,676 68,857 69,473 69,888 69,440 24,114 25,554 27,033 27,765 28,573 29,747 30,320 31,683 32,553 31,657 33,999 35,280 37,256 37,885 38,714 40,166 41,659 43,295 45,116 46,210 7,411 8,025 8,700 8,966 9,176 9,265 9,332 9,275 9,310 9,390 (10,000)$ 40,000 $ 90,000 $ 140,000 $ 190,000 $ 240,000 4Q2020 1Q2021 2Q2021 3Q2021 4Q2021 1Q2022 2Q2022 3Q2022 4Q2022 1Q2023 (in thousands of $) General Retail Food Products Transportation Construction Business To Business Miscellaneous HISTORICAL SALES TAX AMOUNTS ANNUAL SALES TAX BY BUSINESS CATEGORY The following chart shows the sales tax level from annual sales through March of 2023, the highs, and the lows for the top ten segments over the last two years in thousands of $. 19 RCTC www.avenuinsights.com (800) 800-8181 Page 4 $0 $5,000 $10,000 $15,000 $20,000 $25,000 $30,000 3Q 2 0 1 8 4Q 2 0 1 8 1Q 2 0 1 9 2Q 2 0 1 9 3Q 2 0 1 9 4Q 2 0 1 9 1Q 2 0 2 0 2Q 2 0 2 0 3Q 2 0 2 0 4Q 2 0 2 0 1Q 2 0 2 1 2Q 2 0 2 1 3Q 2 0 2 1 4Q 2 0 2 1 1Q 2 0 2 2 2Q 2 0 2 2 3Q 2 0 2 2 3Q 2 0 2 2 4Q 2 0 2 2 1Q 2 0 2 3 (in thousands of $) FIVE-YEAR ECONOMIC TREND: General Retail 20 RCTC: Sales Tax Performance Analysis by Quarter TOTAL Confidential Economic TOTAL 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $69,157,372 -0.3% -$218,585 5.6%$15,211,647 GENERAL RETAIL 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $19,045,392 -1.7% -$327,828 0.4% $356,198 27.5% FOOD PRODUCTS 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $12,195,317 4.5% $522,878 6.3%$2,825,297 % of Total: 17.6% TRANSPORTATION 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $16,543,400 -4.6% -$790,930 3.9%$2,604,752 % of Total: 23.9% CONSTRUCTION 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $7,014,282 -10.0% -$778,222 8.9%$2,599,050 % of Total: 10.1% BUSINESS TO BUSINESS 2023Q1 QoQ %∆QoQ $∆YoY %∆YoY $∆ $11,463,453 9.1% $955,548 14.8%$5,962,528 % of Total: 16.6% Q2 Q3 Q4 Q1 TOTAL CATEGORY % of 2023Q1 Total: QoQ = 23Q1 / 22Q1 YoY = YE 23Q1 / YE 22Q1 $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $0 $10,000,000 $20,000,000 $30,000,000 $40,000,000 $50,000,000 $60,000,000 $70,000,000 $80,000,000 $90,000,000 Avenu Insights & Analytics ATTACHMENT 2 21 Non‐Confidential MuniServices / Avenu Insights & Analytics RCTC: Quarterly Comparison of 2022Q1 and 2023Q1 (January through March Sales) Ge n e r a l  Re t a i l Fo o d  Pr o d u c t s Tr a n s p o r t a t i o n Co n s t r u c t i o n Bu s i n e s s  To  Bu s M i s c e l l a n e o u s Jan ‐ Mar 2023  (2023Q1) Jan ‐ Mar 2022  (2022Q1)% Chg Gain Gain Decline Decline ‐3.6%12.1%‐12.6%126.9%6.3%‐23.5%745,522 760,992 ‐2.0% ‐8.6%4.8%‐9.9%‐11.0%‐11.4%‐0.2%5,368,075 5,828,960 ‐7.9% ‐26.4%14.8%2.7%‐14.8%5.2%3.6%426,746 433,493 ‐1.6% 8.3%11.3%‐5.7%1.7%12.8%‐89.0%337,288 323,871 4.1% 20.1%‐7.4%‐14.1%‐97.4%‐68.9%28.1%71,298 81,086 ‐12.1% ‐6.6%1.6%‐6.5%‐6.4%‐2.5%‐8.6%2,879,757 3,030,140 ‐5.0% 1.6%8.7%6.3%‐23.9%6.7%‐23.0%1,211,292 1,154,777 4.9% Heavy Industry Office Equipment Auto Sales ‐ New Miscellaneous Retail Business Services Restaurants Restaurants Misc. Vehicle Sales Miscellaneous Retail Miscellaneous Retail Service Stations Heavy Industry Auto Sales ‐ New Bldg.Matls‐Whsle 45.1%0.2%‐4.7%‐8.5%‐3.4%‐15.7%11,493,344 11,037,741 4.1% 12.6%‐1.5%‐1.9%‐4.8%23.5%‐23.2%10,636,134 9,989,367 6.5% Bldg.Matls‐Whsle Food Processing Eqp Restaurants Restaurants Recreation Products Auto Parts/Repair Service Stations Miscellaneous Retail Leasing 11.2%9.6%‐4.2%‐1.9%‐27.5%‐5.8%520,479 506,570 2.7% ‐8.7%9.0%4.7%‐8.2%21.1%2.8%8,683,021 9,325,868 ‐6.9% ‐0.1%6.9%‐17.8%‐4.5%‐22.3%83.6%3,394,696 3,727,940 ‐8.9% ‐5.0%31.8%0.0%‐11.9%127.6%303.7%596,262 506,066 17.8% Restaurants Restaurants Restaurants Restaurants 0.5%4.4%1.8%‐9.4%36.1%16.3%3,772,930 3,659,120 3.1% ‐13.8%‐7.3%‐20.3%‐9.1%4.2%‐11.7%4,041,606 4,479,097 ‐9.8% ‐0.2%15.3%‐11.3%3.3%24.6%‐17.5%3,081,841 2,963,407 4.0% ‐14.9%3.1%‐9.0%‐12.7%15.6%‐27.1%2,977,857 3,201,818 ‐7.0% ‐9.1%‐3.7%23.1%‐23.2%2.6%‐6.0%2,484,256 2,536,662 ‐2.1% ‐2.4%0.4%‐6.5%‐7.5%20.5%64.9%7,216,143 7,354,243 ‐1.9% Electronic Equipment Miscellaneous Retail Miscellaneous Retail Auto Parts/Repair Auto Parts/Repair Light Industry Restaurants Heavy Industry Business Services Restaurants Restaurants Heavy Industry Bldg.Matls‐Whsle Light Industry Service Stations Miscellaneous Retail Auto Sales ‐ New Miscellaneous Retail Bldg.Matls‐Whsle Auto Parts/Repair Auto Sales ‐ New Department Stores Bldg.Matls‐Retail Auto Sales ‐ New 24.5%0.4%‐19.0%‐9.5%0.2%‐3.5%5,461,123 5,498,871 ‐0.7% ‐2.5%‐0.8%‐8.9%56.2%‐11.4%19.2%2,230,871 2,254,667 ‐1.1% ‐3.1%11.5%‐9.7%‐7.2%7.0%16.8%6,150,988 6,165,609 ‐0.2% Auto Sales ‐ Used Auto Sales ‐ Used Auto Sales ‐ Used 1.6%‐1.0%5.3%‐1.1%‐7.1%24.9%4,933,873 4,941,435 ‐0.2% ‐11.0%‐9.3%‐4.6%‐3.7%11.5%‐2.5%5,544,713 5,856,565 ‐5.3% ‐2.9%17.9%10.8%1.3%2.8%33.2%1,840,969 1,697,584 8.4% ‐0.2%‐1.1%0.9%‐12.5%‐4.2%25.8%17,853,717 18,195,879 ‐1.9% ‐6.0%‐3.0%‐10.7%2.8%‐16.7%‐55.5%904,353 968,879 ‐6.7% ‐5.0%2.5%‐1.7%‐1.7%‐1.4%‐1.6%9,836,430 10,009,925 ‐1.7% BANNING BEAUMONT BLYTHE CALIMESA CANYON LAKE CATHEDRAL CITY COACHELLA CORONA COUNTY OF RIVERSIDE DESERT HOT SPRINGS EASTVALE HEMET INDIAN WELLS INDIO JURUPA VALLEY LA QUINTA LAKE ELSINORE MENIFEE MORENO VALLEY MURRIETA NORCO PALM DESERT PALM SPRINGS PERRIS RANCHO MIRAGE RIVERSIDE SAN JACINTO TEMECULA WILDOMAR 16.2%‐3.9%‐10.6%6.0%4.7%‐2.9%612,012 623,111 ‐1.8% Heavy Industry Light Industry Restaurants Heavy Industry Misc. Vehicle Sales Restaurants Department Stores Bldg.Matls‐Whsle Restaurants Auto Sales ‐ New Business Services Restaurants Auto Sales ‐ New Restaurants Restaurants Drug Stores Electronic Equipment Auto Sales ‐ New Heavy Industry Miscellaneous Retail Heavy Industry Auto Sales ‐ New Restaurants Light Industry Misc. Vehicle Sales Bldg.Matls‐Whsle Leasing Miscellaneous Retail Furniture/Appliance Bldg.Matls‐Whsle Service Stations Auto Sales ‐ New Service Stations Electronic Equipment Light Industry Bldg.Matls‐Whsle Drug Stores Service Stations Misc. Vehicle Sales Florist/Nursery Service Stations Food Markets Bldg.Matls‐Retail Bldg.Matls‐Whsle Light Industry Apparel Stores Food Markets Department Stores Furniture/Appliance Auto Sales ‐ New Department Stores Food Markets Misc. Vehicle Sales Service Stations Apparel Stores Drug Stores Food Markets Business Services Leasing Food Markets Department Stores Liquor Stores RIVERSIDE COUNTY ATTACHMENT 3 22 AGENDA ITEM 6D Agenda Item 6D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Deputy Director of Finance THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Financial Statements BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Quarterly Financial Statements for the twelve months ended June 30, 2023. BACKGROUND INFORMATION: During the fiscal year, staff monitored the revenues and expenditures/expenses for the Commission. The attached preliminary unaudited financial statements present the revenues and expenditures/expenses for the Fiscal Year 2022/23. Many accrual adjustments for revenues and expenditures/expenses have been made for the year ended June 30, 2023, and are reflected in these financial statements; however, staff will continue to make year-end accrual adjustments based on materiality through the completion of the audit in October 2023. The operating statement shows the Measure A, Local Transportation Fund (LTF), State Transit Assistance (STA), and State of Good Repair (SGR) sales tax revenues through the fourth quarter at 98 percent of the budget. The Governmental Accounting Standards Board (GASB) Statement No. 33, Accounting and Financial Reporting for Nonexchange Transactions. GASB Statement No. 33 requires sales tax revenues to be accrued for the period in which they collected at the point of destination or sale, as applicable. The California Department of Tax and Fee Administration collects the sales tax funds and remits these funds to the Commission after the reporting period for the businesses. These creates a two-month lag in the receipt of revenues by the Commission. Accordingly, these financial statements reflect the Measure A and LTF revenues related to collections through May 2023 and received by the Commission in July 2023. On a cash basis, the Measure A and LTF sales tax receipts are 1.64 and 5.19 percent higher, respectively, than the twelve months last fiscal year. State Transit Assistance, including State of Good Repair for the fourth quarter of FY 2022/23, are expected to be received in the first quarter of FY 2023/24. Staff will continue to monitor the trends in the sales taxes and report to the Commission any necessary adjustments in revenue projections. 23 Agenda Item 6D Federal, state, and local reimbursements are received on a reimbursement basis as project costs are incurred. Significant federal and state reimbursements are related 15/91 Express Lanes Connector project; Interstate 15 Express Lanes project, including the I-15 Express Lanes Southern Extension; 71/91 Connector project; Mid County Parkway projects; State Route 60 Truck Lanes project; Senate Bill 132 funded local jurisdiction projects; Smart Freeways project; Moreno Valley/March Field Rail Upgrade; rail state of good repair projects; and other station improvements. The following is an analysis of federal and state reimbursements reflected in this quarterly report: Budget Actual Budget Actual Highways 15/91 Express Lanes Connector $ - $ - $ 7,747,900 $ 6,022,378 I-15 Express Lanes/I-15 Southern Extension 7,000,000 4,172,001 - - 71/91 Connector 5,170,000 7,387,249 43,761,000 23,374,256 91 Corridor Operations Project 1,000,000 447,494 - - Mid County Parkway 18,100,000 73,886 6,625,000 10,100,013 SR-60 Truck Lanes - - 2,650,000 2,134,201 SB 132 Funded Projects - - 76,739,000 93,920,593 Smart Freeways 10,500,000 1,290,025 1,200,000 - Total 41,770,000 13,370,655 138,722,900 135,551,441 Rail Moreno Valley/March Field Rail Upgrade 14,975,000 7,825,316 - - Rail State of Good Repair 15,000,000 4,151,431 - - Riverside Track & Platform 1,705,000 364,435 - - Other Station Improvements 5,717,600 2,954,544 3,695,300 859,656 Total 37,397,600 15,295,726 3,695,300 859,656 Other 3,455,900 2,271,534 6,599,000 8,954,143 Total $ 82,623,500 $ 30,937,915 $ 149,017,200 $ 145,365,240 Federal Reimbursements State Reimbursements Staff will continue to prepare year-end reimbursement accrual adjustments in connection with the year-end closing and audit process. During the FY 2022/23 budget process, the Commission estimated Transportation Uniform Mitigation Fee (TUMF) revenues at $31 million past through from Western Riverside Council of Governments. Through the fourth quarter of FY 2022/23, the Commission received TUMF revenues through April 2023 of $26.5 million. The Commission expects to receive May through June 2023 TUMF revenues in the first quarter of FY 2023/24. The RCTC 91 Express Lanes and 15 Express Lanes toll revenues, penalties, and fees are at $73.3 million and $39.3 million, respectively, totaling $112.6 million through the fourth quarter of FY 2022/23. The operating statement shows toll revenues, penalties, and fees at 115 percent of the budget. This reflects periodic toll rate changes made based on traffic volumes according to the approved toll policy on the RCTC 91 Express Lanes. Staff will continue to monitor the toll transactions and/or trips and non-toll revenues. 24 Agenda Item 6D During the FY 2022/23 budget process, the Commission conservatively estimated investment income at $1,168,400 due to interest rate volatility in the current market. The operating statement shows investment income, which includes net unrealized investment gains and losses at $35.3 million. The expenditures/expenses and other financing sources/uses categories are in line overall with the expectations of the budget with the following exceptions: • Salaries and benefits are under budget primarily due to unfilled positions for an Accounting Technician, IT Administrator, Senior Management Analyst, and two Senior Capital Projects Manager; • Professional services are under budget primarily due to unused budget authority for general legal services; financial advisory services; rail operations and development activities; and highway, commuter assistance, and specialized transportation other professional services; • Support costs are under budget due to unused budget authority for rail station maintenance, repairs, and utilities; express lanes operations and maintenance; call box maintenance and repairs; and software and computer maintenance and repairs; • Program operations are under budget due to unused budget authority for rail station security; toll operations; motorist and commuter assistance program operations; and highway and rail program management; • The status of significant Commission capital projects (engineering, construction, design- build, and right of way/land) with budget amounts exceeding $5 million is discussed within Attachment 1; • Operating and capital disbursements are made as claims are submitted to the Commission by transit operators; • Special studies unused budget authority is related to feasibility studies; • Local street and roads expenditures are related to Measure A sales tax revenues. These financial statements reflect the turnback payments through May 2023; • Regional arterial expenditures represent expenditures for the highway and regional arterial program administered by the Coachella Valley Association of Governments (CVAG). CVAG requests reimbursements from the Commission based on available funds and sufficient budget authority; • Debt service principal payments are made annually on June 1, while debt service interest payments are made semiannually on December 1 and June 1. In accordance with the applicable accounting standards related to the Enterprise funds, both the RCTC 91 and 15 Express Lanes Enterprise funds record accrued and compounded interest on its related debt such as the RCTC 91 Express Lanes 2021 Toll Refunding Bonds and 2013 Toll Revenue Bonds, Series B capital appreciation bonds for the 91 Project as well as the Transportation Infrastructure Finance and Innovation Act (TIFIA) loan for the 15 Express Lanes project. Therefore, $7,460,427 million of the $67,811,727 million interest cost through the fourth quarter will not be paid in the current year for the RCTC 25 Agenda Item 6D 91 and 15 Express Lanes Enterprise funds and therefore, not included in the FY 2022/23 budget; • Capital outlay expenditures are under budget due to unused budget authority for office and property improvements for station rehabilitation, toll operations equipment, and Commission office, network, hardware, and software improvements; • Depreciation is recorded as part of the accrual adjustments in the RCTC 91 and 15 Express Lanes Enterprise funds accounting records; however, depreciation is considered a non-cash transaction and not included in the FY 2022/23 budget; and • Transfers in and out include administrative cost allocation process, Measure A Sales Tax Bonds debt funding, LTF disbursements for planning, programming activities, and 15/91 Express Lanes Connector funding from the 91 Express Lanes surplus toll revenues. The difference between transfers out and transfers in of $1.6 million is related to the transfer of 15 Express Lanes assets from the government-wide accounting records to the 15 Express Lanes Enterprise Fund. FISCAL IMPACT: This is an information item. There is no fiscal impact. Attachments: 1) Quarterly Project Status – June 2023 2) Quarterly Financial Statements – June 2023 26 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2023 Project Description  FY 2022/23  through 4th  Quarter  Budget  Expenditures  through 4th  Quarter  Actuals  Project Status  91 Project (P003028) The project connects with Orange County Transportation Authority’s tolled express lanes at the Orange County/Riverside County line and continues approximately eight miles to the Interstate (I)-15/State Route (SR)-91 interchange. The project involves widening pavement on the outside of the existing highway to reposition general purpose lanes and repurposing the existing high occupancy vehicle lanes to accommodate two-tolled express lanes in the median in each direction. The 91 Project also involves constructing one new general-purpose lane in each direction from SR-71 to I-15, ultimately providing two-tolled express lanes and five general purpose lanes in each direction. 91 Project development activities began in September 2007, construction work related to roadway and structures began in July 2014, and the toll lanes opened in March 2017. The total cost of the 91 Project is estimated at $1.4 billion, including capitalized interest, debt service reserves, contingency, and cost of issuance. The FY 2022/23 budget amount is $13,391,400.  $13,391,400 $13,528,262 The slight over run of the FY 2022/23 budget at the fourth quarter is due to higher than anticipated costs for right of way (ROW) acquisitions ($1.0 million), offset by under runs in design builder (0.3 million), ROW support services ($0.3 million), construction ($0.2 million), and permits (0.1 million). 91 Express Lanes (P009103 & P009104) These projects provide repair and rehabilitation of SR-91 general purpose and express lanes, as well as the implementation of a new back-office system. The FY2022/23 budget amount is $30,442,100. 30,442,100 27,640,886 The under run of the FY 2022/23 budget at the fourth quarter is due lower than anticipated expended costs for Phase 2 corridor improvements and associated project construction management ($2.2 million) and Back Office System implementation ($0.7 million)..  I-15 Express Lanes Southern Extension (P003044) The project will add express lanes between SR-74 and Cajalco Road. The estimated project cost is $544 million with the Project Approval and Environmental Document (PA/ED) phase of work funded by federal Congestion Mitigation and Air Quality (CMAQ) funds and Measure A. The FY 2022/23 budget amount is $3,171,300. 3,171,300 2,811,640 The under run of the FY 2022/23 budget at the fourth quarter is due to lower than anticipated expended costs for the preliminary engineering and environmental document contract (0.2 million), offset by in program management, staff labor, legal, and other professional services ($0.5 million). ATTACHMENT 1 27 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2023     Project Description  FY 2022/23  through 4th  Quarter  Budget  Expenditures  through 4th  Quarter  Actuals      Project Status    15/91 Express Lanes Connector (P003039) The 15/91 Express Lane Connector (ELC) project constructs an express lanes median direct connector from southbound I-15 to westbound SR-91 and from eastbound SR-91 to northbound I-15 in the city of Corona. The project also adds tolled express lanes in each direction of I-15 from the 15/91 ELC to Hidden Valley Parkway; adds a tolled express lane in each direction of SR-91 from east of Lincoln Avenue to the 15/91 ELC; extends the tolled express lane along eastbound SR-91 from I-15 to west of Promenade Avenue; and extends an eastbound auxiliary lane along SR-91 from west of I-15 to west of Promenade Avenue. The project also includes the addition of a toll collection system infrastructure along I-15 and SR-91. The estimated project cost is $270 million and the project is partially funded by state funds allocated under Senate Bill (SB) 132 legislation. The connector is expected to open to traffic in 2023. The FY 2022/23 budget amount is $72,788,300.  72,788,300 59,508,357 The under run of the FY 2022/23 budget at the fourth quarter is due to delayed invoicing from the design builder ($5.0 million) and the toll services contractor ($1.3 million), and lower than anticipated expended costs from the project construction management contract ($0.9 million), Caltrans ($1.0 million), toll marketing ($0.8 million), and unused contingency ($4.0 million).       Mid County Parkway (MCP) (P002302, P002317, P002320, P002324, & P002328) The environmental document for a new corridor from I-215 to SR-79 was approved in April 2015. The first design package is under construction. Construction of this new facility will be completed over many years as funding becomes available; the total project cost is estimated at $1.3 to $2.1 billion. The FY 2022/23 budget amount is $37,541,500.  37,541,500 18,648,999 The under run of the FY 2022/23 budget at the fourth quarter is primarily due to the following for each project:  MCP: The minimal under run in ROW acquisition and ROW support is due to unused contingency ($0.2 million).  MCP I-215/Placentia Interchange: The over run for this project was due to ROW acquisitions/support ($1.7 million) and program management ($0.3 million), that was slightly offset by the under runs in construction ($0.3 million) and construction management ($0.1 million).  MCP Mitigation: The first year of plant establishment was completed at the beginning of the third quarter in FY 2020/21 and the under run in the fourth quarter of FY 2022/23 was due to mitigation property monitoring ($2.4 million).  MCP2 and MCP3: The Commission approved the shift from MCP2 to MCP3 at the May 2022 Commission meeting. The under run was due to unused ROW acquisition/support services on MCP2 ($14.9 million) and unused contingency for final design on MCP3 ($2.2 million). 28 RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY PROJECT STATUS 4th QUARTER FOR TWELVE MONTHS ENDED 6/30/2023     Project Description  FY 2022/23  through 4th  Quarter  Budget  Expenditures  through 4th  Quarter  Actuals      Project Status        71/91 Connector Project (P003021) The project includes ROW acquisition, utility relocation, and environmental revalidation work for improvements to the 71/91 connector. The estimated project cost is $118 million. The FY 2022/23 budget amount is $49,720,200.  49,720,200 34,110,209 The under run of the FY 2022/23 budget at the fourth quarter is due to unused contingency of construction ($12.4 million), construction management services ($1.8 million), less than anticipated costs for construction support ($0.5 million), ROW acquisitions ($0.5 million) and program management ($0.2 million).   Smart Freeways (P003051) The project includes environmental clearance, design, and commence construction of a pilot project to install a smart freeway system on northbound I-15 in the city of Temecula. The FY 2022/23 budget amount is $12,533,000.  12,533,000 1,500,129 The under run of the FY 2022/23 budget at the fourth quarter is due to construction that is not scheduled to commence until FY 2023/24 ($8.5 million) and unused contingency of construction management ($1.7 million).       Moreno Valley-March Field station upgrade (P004026) The project will remove and replace approximately 2.5 miles of existing rail and wood ties with new rail and concrete ties, remove / replace / regrade track ballast, improve track drainage, install new track signals and Positive Train Control system, connect to existing signals and communication systems, build a new second passenger loading platform, extend the existing passenger loading platform to current Metrolink station standards, and perform other improvements necessary to bring the tracks into compliance with Metrolink standards. The FY 2022/23 budget amount is $15,040,900.  15,040,900 7,979,090 The under run of the FY 2022/23 budget at the fourth quarter is due to unused contingency of construction ($5.4 million) as well as construction support ($1.4 million).          This list discusses the significant capital projects (i.e., total budgeted costs in excess of $5 million) and related status. Capital project expenditures are generally affected by lags in invoices submitted by contractors and consultants, as well as issues encountered during certain phases of the projects. The capital projects budgets tend to be based on aggressive project schedules.    29 Revenues Sales tax 455,964,600$ 444,791,291$ 11,173,309$ 98% Federal reimbursements 82,623,500 30,937,915 51,685,585 37% State reimbursements 149,017,200 145,365,240 3,651,960 98% Local reimbursements 15,873,500 29,375,186 (13,501,686)185% Transportation Uniform Mitigation Fee 31,000,000 26,484,408 4,515,592 85% Tolls, penalties, and fees 97,771,800 112,597,769 (14,825,969)115% Other revenues 707,000 2,981,017 (2,274,017)422% Investment income 1,168,400 35,310,243 (34,141,843)3022% Total revenues 834,126,000 827,843,070 6,282,930 99% Expenditures/Expenses Salaries and benefits 17,367,100 14,199,477 3,167,623 82% Professional and support Professional services 18,543,900 11,529,234 7,014,666 62% Support costs 18,651,400 12,982,589 5,668,811 70% Total Professional and support costs 37,195,300 24,511,823 12,683,477 66% Projects and operations Program operations 40,776,900 31,714,551 9,062,349 78% Engineering 25,230,400 12,979,172 12,251,228 51% Construction 237,861,600 171,438,641 66,422,959 72% Design Build 75,298,300 63,522,998 11,775,302 84% Right of way/land 56,037,500 24,291,995 31,745,505 43% Operating and capital disbursements 210,451,900 167,637,980 42,813,920 80% Special studies 2,369,400 580,537 1,788,863 25% Local streets and roads 83,029,900 79,393,214 3,636,686 96% Regional arterials 31,779,000 15,199,763 16,579,237 48% Total projects and operations 762,834,900 566,758,851 196,076,049 74% Debt service Principal 31,405,000 31,405,000 - 100% Interest 60,351,300 67,811,727 (7,460,427) 112% Total debt service 91,756,300 99,216,727 (7,460,427) 108% Capital outlay 10,055,300 5,681,180 4,374,120 56% Depreciation - 18,875,465 (18,875,465) N/A Total Expenditures/Expenses 919,208,900 729,243,523 189,965,377 79% Excess revenues over (under) expenditures/expenses (85,082,900) 98,599,547 (183,682,447) -116% Other financing sources/(uses) Transfer in 247,462,200 202,773,727 44,688,473 82% Transfer out (247,462,200) (201,100,319) (46,361,881)81% Total financing sources/(uses)- 1,673,408 (1,673,408) N/A Net change in fund balances (85,082,900) 100,272,955 185,355,855 -118% Fund balance July 1, 2022 1,278,326,000 1,063,776,100 (214,549,900) 83% Fund balance June 30, 2023 1,193,243,100$ 1,164,049,055$ (29,194,045)$ 98% RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL FY 2022/23 BUDGET 4TH QUARTER ACTUAL PERCENT UTILIZATION REMAINING BALANCE FOR TWELVE MONTHS ENDED 6/30/2023 4TH QUARTER ATTACHMENT 2 30 STATE OF GOOD REPAIR OTHER AGENCY PROJECTS REGIONAL CONSERVATION SB132 Revenues Sales tax -$ -$ 210,730,669$ 50,865,173$ 1,077,866$ 143,064,856$ 34,676,103$ 4,376,624$ -$ -$ -$ -$ -$ Federal reimbursements 4,389,672 - 23,736,110 - - - - - - - - - - State reimbursements 529,566 4,931,426 38,964,216 - - - - 312,610 684,452 - - - 99,942,971 Local reimbursements 182 78,368 3,476,988 - - 15,438,482 5,125 - (0) - 1,901,477 8,474,565 - Transportation Uniform Mitigation Fee - - - - - - - - 26,484,408 - - - - Tolls, penalties, and fees - - - - - - - - - - - - - Other revenues 1,536 - 1,897,902 - - - - - 18,300 - - - 963,200 Investment income 695,679 298,649 8,282,834 2,330,702 - 7,165,500 3,254,250 305,863 3,345,331 55,029 14,878 28,446 1,079,496 Total revenues 5,616,635 5,308,443 287,088,718 53,195,875 1,077,866 165,668,838 37,935,478 4,995,097 30,532,490 55,029 1,916,355 8,503,011 101,985,667 Expenditures/Expenses Salaries and benefits 6,233,554 162,537 2,648,443 978 - - - - 163,179 36,320 100,482 2,887,720 280,244 Professional and support Professional services 3,271,424 189,662 2,669,105 8,831 - - 17,433 312,610 235,229 210,759 2,653 2,938,101 47,949 Support costs 2,633,886 129,370 2,567,285 - - - - - 35,695 4,799 13 354,641 2,283 Total Professional and support costs 5,905,310 319,032 5,236,390 8,831 - - 17,433 312,610 270,924 215,557 2,666 3,292,742 50,232 Projects and operations Program operations 9,349 3,802,046 11,980,442 - - - - - 283,361 11,653 208,472 274,404 753,260 Engineering - - 9,156,879 - - - - - 1,085,718 - 1,508,414 - 1,228,161 Construction 310,375 - 53,993,850 - - - - - 1,875,399 - - - 92,876,329 Design Build - - 2,642,806 - - - - - - - - - 57,105,545 Right of way/land - - 20,645,839 - - - - - 473,338 - 81,761 915,151 2,175,906 Operating and capital disbursements 31,375,384 - 6,790,982 10,900,000 - 89,692,756 25,750,657 3,128,201 - - - - - Special studies 502,326 - 78,211 - - - - - - - - - - Local streets and roads - - 60,689,037 17,655,910 1,048,266 - - - - - - - - Regional arterials - - - 15,199,763 - - - - - - - - - Total projects and operations 32,197,435 3,802,046 165,978,044 43,755,673 1,048,266 89,692,756 25,750,657 3,128,201 3,717,816 11,653 1,798,647 1,189,555 154,139,202 Debt service Principal - - - - - - - - - - - - - Interest - - - - - - - - - - - - - Total debt service - - - - - - - - - - - - - Capital outlay 912,200 - 4,763,984 - - - - - - - - - - Depreciation - - - - - - - - - - - - - Total Expenditures/Expenses 45,248,499 4,283,616 178,626,861 43,765,482 1,048,266 89,692,756 25,768,090 3,440,811 4,151,918 263,530 1,901,796 7,370,017 154,469,677 Excess revenues over (under) (39,631,864) 1,024,827 108,461,857 9,430,393 29,600 75,976,082 12,167,388 1,554,286 26,380,572 (208,501) 14,560 1,132,994 (52,484,010) Other financing sources/(uses) Transfer in 41,442,438 2,800,000 33,120,574 140,418 - - - - 70,362 283,330 - - 53,949,156 Transfer out (834,873) (3,078,900) (89,667,942) (483,700) (43,100) (27,922,800) (3,852,884) (114,300) (4,300,472) (19,800) (1,106,400) Total financing sources/(uses)40,607,565 (278,900) (56,547,368) (343,282) (43,100) (27,922,800) (3,852,884) (114,300) (4,230,110) 263,530 - (1,106,400) 53,949,156 Net change in fund balances 975,701 745,927 51,914,489 9,087,111 (13,500) 48,053,282 8,314,504 1,439,986 22,150,463 55,029 14,560 26,594 1,465,146 Fund balance July 1, 2022 35,788,510 12,427,443 379,440,191 84,343,540 - 276,854,895 131,655,414 11,274,447 119,352,193 2,200,344 11,696 (3,933) (385,823) Fund balance June 30, 2023 36,764,211$ 13,173,370$ 431,354,680$ 93,430,651$ (13,500)$ 324,908,177$ 139,969,918$ 12,714,433$ 141,502,656$ 2,255,373$ 26,256$ 22,661$ 1,079,323$ GENERAL FUND WESTERN COUNTY COACHELLA VALLEY STATE TRANSIT ASSISTANCE LOCAL TRANSPORTATION FUND RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWLEVE MONTHS ENDED 6/30/2023 TRANSPORTATION DEVELOPMENT ACT SPECIAL REVENUE FUNDS PALO VERDE VALLEY COACHELLA VALLEY RAIL FSP/ SAFE MEASURE A SALES TAX TRANSPORTATION UNIFORM MITIGATION FEE (TUMF) 31 Revenues Sales tax Federal reimbursements State reimbursements Local reimbursements Transportation Uniform Mitigation Fee Tolls, penalties, and fees Other revenues Investment income Total revenues Expenditures/Expenses Salaries and benefits Professional and support Professional services Support costs Total Professional and support costs Projects and operations Program operations Engineering Construction Design Build Right of way/land Operating and capital disbursements Special studies Local streets and roads Regional arterials Total projects and operations Debt service Principal Interest Total debt service Capital outlay Depreciation Total Expenditures/Expenses Excess revenues over (under) Other financing sources/(uses) Transfer in Transfer out Total financing sources/(uses) Net change in fund balances Fund balance July 1, 2022 Fund balance June 30, 2023 15 EXPRESS LANES 91 EXPRESS LANES -$ -$ -$ -$ -$ 444,791,291$ - - - 2,812,132 - 30,937,915 - - - - - 145,365,240 - - - - - 29,375,186 - - - - - 26,484,408 39,261,850 73,335,919 - - - 112,597,769 100,080 - - - - 2,981,017 1,617,339 4,222,001 972,280 980,137 - 35,310,243 40,979,269 77,557,920 972,280 3,792,269 - 827,843,070 566,080 1,119,941 - - - 14,199,477 466,263 1,159,217 - - - 11,529,234 2,420,198 4,834,418 - 0 - - 12,982,589 2,886,462 5,993,634 - - - 24,511,823 7,498,269 6,893,295 - - - 31,714,551 - - - - - 12,979,172 - 22,382,688 - - - 171,438,641 - 3,774,647 - - - 63,522,998 - - - - - 24,291,995 - - - - - 167,637,980 - - - - - 580,537 - - - - - 79,393,214 - - - - - 15,199,763 7,498,269 33,050,630 - - - 566,758,851 - - - - 31,405,000 31,405,000 5,055,596 24,605,843 - - 38,150,288 67,811,727 5,055,596 24,605,843 - - 69,555,288 99,216,727 2,498 2,498 - - - 5,681,180 12,652,913 6,222,552 - - - 18,875,465 28,661,818 70,995,098 - - 69,555,288 729,243,523 12,317,451 6,562,822 972,280 3,792,269 (69,555,288) 98,599,547 1,440,471 43 - - 69,526,934 202,773,727 (337,843) (55,940,283) (2,622,091) (7,822,380) (2,952,551) (201,100,319) 1,102,628 (55,940,240) (2,622,091) (7,822,380) 66,574,383 1,673,408 13,420,079 (49,377,418) (1,649,811) (4,030,111) (2,980,905) 100,272,955 249,642,077 (290,512,183) 15,043,286 25,576,707 11,067,296 1,063,776,100 263,062,156$ (339,889,601)$ 13,393,475$ 21,546,596$ 8,086,391$ 1,164,049,055$ RIVERSIDE COUNTY TRANSPORTATION COMMISSION QUARTERLY BUDGET TO ACTUAL BY FUND 4TH QUARTER FOR TWLEVE MONTHS ENDED 6/30/2023 ENTERPRISE FUND COMMERCIAL PAPER SALES TAX BONDS CAPITAL PROJECTS FUNDS COMBINED TOTALDEBT SERVICE 32 AGENDA ITEM 6E Agenda Item 6E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Senior Financial Analyst Sergio Vidal, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Monthly Investment Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Monthly Investment Report for the month ended June 30, 2023. BACKGROUND INFORMATION: The Commission’s investment reports have generally reflected investments primarily concentrated in the Riverside County Pooled Investment Fund as well as investments in mutual funds for sales tax revenue bonds debt service payments. As a result of significant project financings such as the State Route 91 Corridor Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP), the Commission engaged MetLife Investment Management, LLC, formerly Logan Circle Partners, L.P. (MetLife), as the investment manager for the bond proceeds and other required funds. Additionally, the Commission engaged Payden & Rygel Investment Management (Payden & Rygel) to make specific investments for Commission operating funds. The Commission approved initial agreements with the investment managers in May 2013 following a competitive procurement and has extended the agreements through the annual recurring contracts process. MetLife invested the debt proceeds and subsequent other required contributions for the 91 Project and I-15 ELP in separate accounts of the Short-Term Actively Managed Program (STAMP). The Commission completed the 91 Project financing in 2013, the I-15 ELP and 91 Project completion financing (2017 Financing) in July 2017 and the 2021 91 Project refinancing (2021 Financing) in October 2021. Consistent with financing expectations, the Commission expended all 91 Project debt proceeds and equity contributions, except for the toll revenue bonds debt service reserve, and subsequent to commencement of operations, established other required accounts. The Commission continues to expend the 2017 Financing bond proceeds on the I-15 ELP and funded required reserve accounts. 33 Agenda Item 6E The monthly investment report for June 2023, as required by state law and Commission policy, reflects the investment activities resulting from the 91 Project, 2017 Financing, 2021 Financing and available operating cash. As of June 30, 2023, the Commission’s cash and investments were comprised of the following: CASH AND INVESTMENTS PORTFOLIO AMOUNTS 1 Operating $ 805,477,852 Trust 308,025,128 Commission-managed 162,728,403 STAMP for 91 CIP 57,705,386 STAMP for 2017 Financing 31,166,342 Total $ 1,365,103,111 Note: 1 Unreconciled and unaudited As of June 30, 2023, the Commission’s cash and investments are in compliance with both the Commission’s investment policy adopted on December 14, 2022, and permitted investments described in the indenture for the Commission’s sales tax revenue bonds and the master indentures for the Commission’s toll revenue bonds. Additionally, the Commission has adequate cash flows for the next six months. FISCAL IMPACT: This is an information item. There is no fiscal impact. Attachment: Investment Portfolio Report 34 Riverside County Transportation Commission Investment Portfolio Report Period Ended: June 30, 2023 STATEMENT BALANCE 1 FINANCIAL INSTUTION STATEMENTS RATING MOODYS / S&P COUPON RATE PAR VALUE PURCHASE DATE MATURITY DATE YIELD TO MATURITY PURCHASE COST MARKET VALUE UNREALIZED GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 10,871,963 City National Bank Available upon request A3/BBB+N/A N/A County Treasurer's Pooled Investment Fund 794,605,889 County Treasurer Available upon request Subtotal Operating Funds 805,477,852 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 308,025,128 County Treasurer Available upon request Subtotal Funds Held in Trust 308,025,128 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating 54,324,979 US Bank Available upon request First American Government Obligation Fund 108,403,424 US Bank Available upon request N/A N/A N/A Subtotal Commission Managed Portfolio 162,728,403 STAMP PORTFOLIO for 91 CIP 2013 Series A & Series B Reserve Fund 12,586,980 US Bank Available upon request 2021 Series B Reserve Fund 37,537,975 US Bank Available upon request 2021 Series C Reserve Fund 7,580,430 US Bank Available upon request Subtotal STAMP Portfolio - 91 CIP 57,705,386 STAMP PORTFOLIO for 2017 Financing Sales Tax I15 ELP Project Revenue Fund 15,703,149 US Bank Available upon request Ramp Up Fund 15,463,193 US Bank Available upon request Subtotal STAMP Portfolio - 2017 Financing 31,166,342 TOTAL All Cash and Investments 1,365,103,111$ Notes: 1 Unreconciled and unaudited Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request $- $100,000,000 $200,000,000 $300,000,000 $400,000,000 $500,000,000 $600,000,000 $700,000,000 $800,000,000 $900,000,000 STAMP Portfolio for 91 CIP Reserve - 0.92% STAMP Portfolio for 91 CIP Residual Fund - 2.75% STAMP Portfolio for 91 CIP TIFIA Reserve Fund - 0.56% STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund - 1.15% STAMP Portfolio for 2017 Financing Ramp Up Fund - 1.13% Commission Managed Portfolio - 11.92% Trust Funds - 22.56% Operating Funds - 59% Nature of Investments Mutual Funds, 7.94% County Pool/Cash, 81.57% Fixed Income , 10.49% 35 AGENDA ITEM 6F Agenda Item 6F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Megan Kavand, Senior Financial Analyst Sergio Vidal, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Monthly Investment Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Monthly Investment Report for the month ended July 31, 2023. BACKGROUND INFORMATION: The Commission’s investment reports have generally reflected investments primarily concentrated in the Riverside County Pooled Investment Fund as well as investments in mutual funds for sales tax revenue bonds debt service payments. As a result of significant project financings such as the State Route 91 Corridor Improvement Project (91 Project or 91 CIP) and the Interstate 15 Express Lanes Project (I-15 ELP), the Commission engaged MetLife Investment Management, LLC, formerly Logan Circle Partners, L.P. (MetLife), as the investment manager for the bond proceeds and other required funds. Additionally, the Commission engaged Payden & Rygel Investment Management (Payden & Rygel) to make specific investments for Commission operating funds. The Commission approved initial agreements with the investment managers in May 2013 following a competitive procurement and has extended the agreements through the annual recurring contracts process. MetLife invested the debt proceeds and subsequent other required contributions for the 91 Project and I-15 ELP in separate accounts of the Short-Term Actively Managed Program (STAMP). The Commission completed the 91 Project financing in 2013, the I-15 ELP and 91 Project completion financing (2017 Financing) in July 2017 and the 2021 91 Project refinancing (2021 Financing) in October 2021. Consistent with financing expectations, the Commission expended all 91 Project debt proceeds and equity contributions, except for the toll revenue bonds debt service reserve, and subsequent to commencement of operations, established other required accounts. The Commission continues to expend the 2017 Financing bond proceeds on the I-15 ELP and funded required reserve accounts. 36 Agenda Item 6F The monthly investment report for July 2023, as required by state law and Commission policy, reflects the investment activities resulting from the 91 Project, 2017 Financing, 2021 Financing and available operating cash. As of July 31, 2023, the Commission’s cash and investments were comprised of the following: CASH AND INVESTMENTS PORTFOLIO AMOUNTS 1 Operating $ 841,349,135 Trust 287,918,898 Commission-managed 181,305,653 STAMP for 91 CIP 57,899,970 STAMP for 2017 Financing 31,269,309 Total $ 1,399,742,965 Note: 1 Unreconciled and unaudited As of July 31, 2023, the Commission’s cash and investments are in compliance with both the Commission’s investment policy adopted on December 14, 2022, and permitted investments described in the indenture for the Commission’s sales tax revenue bonds and the master indentures for the Commission’s toll revenue bonds. Additionally, the Commission has adequate cash flows for the next six months. FISCAL IMPACT: This is an information item. There is no fiscal impact. Attachment: Investment Portfolio Report 37 Riverside County Transportation Commission Investment Portfolio Report Period Ended: July 31, 2023 STATEMENT BALANCE 1 FINANCIAL INSTUTION STATEMENTS RATING MOODYS / S&P COUPON RATE PAR VALUE PURCHASE DATE MATURITY DATE YIELD TO MATURITY PURCHASE COST MARKET VALUE UNREALIZED GAIN (LOSS) OPERATING FUNDS City National Bank Deposits 10,866,941 City National Bank Available upon request A3/BBB+N/A N/A County Treasurer's Pooled Investment Fund 830,482,193 County Treasurer Available upon request Subtotal Operating Funds 841,349,135 FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund 287,918,898 County Treasurer Available upon request Subtotal Funds Held in Trust 287,918,898 COMMISSION MANAGED PORTFOLIO US Bank Payden & Rygel Operating 54,556,843 US Bank Available upon request First American Government Obligation Fund 126,748,811 US Bank Available upon request N/A N/A N/A Subtotal Commission Managed Portfolio 181,305,653 STAMP PORTFOLIO for 91 CIP 2013 Series A & Series B Reserve Fund 12,625,436 US Bank Available upon request 2021 Series B Reserve Fund 37,670,673 US Bank Available upon request 2021 Series C Reserve Fund 7,603,861 US Bank Available upon request Subtotal STAMP Portfolio - 91 CIP 57,899,970 STAMP PORTFOLIO for 2017 Financing Sales Tax I15 ELP Project Revenue Fund 15,767,956 US Bank Available upon request Ramp Up Fund 15,501,353 US Bank Available upon request Subtotal STAMP Portfolio - 2017 Financing 31,269,309 TOTAL All Cash and Investments 1,399,742,965$ Notes: 1 Unreconciled and unaudited Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request Available upon request $- $100,000,000 $200,000,000 $300,000,000 $400,000,000 $500,000,000 $600,000,000 $700,000,000 $800,000,000 $900,000,000 STAMP Portfolio for 91 CIP Reserve - 0.9% STAMP Portfolio for 91 CIP Residual Fund - 2.69% STAMP Portfolio for 91 CIP TIFIA Reserve Fund - 0.54% STAMP Portfolio for 2017 Financing I15 ELP Project Revenue Fund - 1.13% STAMP Portfolio for 2017 Financing Ramp Up Fund - 1.11% Commission Managed Portfolio - 12.95% Trust Funds - 20.57% Operating Funds - 60.11% Nature of Investments Mutual Funds, 9.06% County Pool/Cash, 80.68% Fixed Income , 10.27% 38 AGENDA ITEM 6G Agenda Item 6G RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Audit Ad Hoc Committee Jennifer Fuller, Financial Administration Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2021/22 Transportation Development Act and Measure A Audit Results AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Transportation Development Act (TDA) and Measure A audit results report for Fiscal Year 2021/22. BACKGROUND INFORMATION: In May 2021, following a competitive procurement, the Commission awarded agreements for a three-year contract term with three one-year options to extend the agreements to four audit firms to perform financial and compliance audits and agreed-upon procedures (audits) for TDA claimants (Article 3 and Article 4), Measure A recipients, and the Western Riverside County Regional Conservation Authority (RCA) Member Agencies related to the Multiple Species Habitat Conservation Plan (MSHCP) Local Development Mitigation Fee. The firms and the services provided are as follows: Audit Firm Geographic Region Audits Performed Eide Bailey LLP (Eide Bailey) Western Riverside County TDA, Measure A LSR, MSHCP Brown Armstrong Accountancy Corporation (Brown Armstrong) Western Riverside County, Coachella Valley, County of Riverside TDA, Measure A LSR, MSHCP BCA Watson Rice LLP (BCAWR) Western Riverside County Measure A LSR, Measure A Specialized Transit, MSHCP Conrad LLP (Conrad) Western Riverside County, Coachella Valley, Palo Verde Valley TDA, Measure A LSR, MSHCP Each jurisdiction was assigned one audit firm for all audits required. Riverside Transit Agency (RTA) and SunLine Transit Agency (SunLine) have elected to hire their own auditors. While the contracts include RCA audits, this staff report only reports the results of the TDA and Measure A audits. 39 Agenda Item 6G Overview of Audits RCTC Eide Bailly, Brown Armstrong, BCAWR, and Conrad, along with the other agencies’ auditors, completed the FY 2021/22 audits and issued the audit reports. The following is a summary of the 58 audits performed: Funding Type Type of Procedure Eide Bailly Brown Armstrong BCAWR Conrad Other Auditors Total TDA Article 3 (bicycle and pedestrian projects) Financial and compliance audit 1 5 0 2 0 8 TDA Article 4 (transit) Financial and compliance audit 4 0 0 1 2 7 Measure A specialized transit Agreed-upon procedures 0 0 14 0 0 14 Measure A local streets and roads Agreed-upon procedures 4 13 2 10 0 29 Based on a review of the reports, the following items are highlights from the FY 2021/22 audit results. TDA Article 3 (Bicycle and Pedestrian Projects) • Two jurisdictions had expenditures in excess of appropriations. TDA Article 4 (Transit) • One transit operator (Beaumont) did not meet the fare ratio requirement; however, Assembly Bill (AB) 149, signed by the Governor in July 2021, prohibits the imposition of a penalty on operators that do not maintain the required ratio of fare revenues to operating cost through FY 2022/23. • Banning’s auditor identified a control weakness over the financial reporting process as the city overstated operating assistance grant revenue and understated unearned revenue. The misstatement was corrected by the city. • Beaumont’s auditor identified a control weakness over the financial reporting process as the city overstated operating assistance grant revenue and understated other income. The misstatement was corrected by the city. Measure A Specialized Transit • One agency (U.S. Veterans Initiative) did not meet the adjusted match requirement by $45. The shortfall was about 0.2 percent of the adjusted match requirement. • Four agencies (Care Connexxus, Riverside University Health System – Behavioral Health, Exceed, and Independent Living Partnership) had excess revenues over expenses totaling 40 Agenda Item 6G $75,039, of which $48,945 is related to excess Measure A funds received by Care Connexxus, Riverside University Health System – Behavioral Health, and Exceed. The balance of $26,094 relates to excess cash matching contributions that may be retained by the agencies. •Five agencies (Boys & Girls Club of Menifee Valley, Forest Folk, Friends of Moreno Valley, Riverside University Health System Medical Center, and U.S. Veterans Initiative) had an excess of expenses over revenues aggregating $236,583. Generally, the agencies are responsible to cover the excess of expenses; however, if there is a balance of Measure A funds allocated to an agency, the agency may submit a revised claim. Measure A Local Streets and Roads •One jurisdiction (Desert Hot Springs) met their maintenance of effort (MOE) requirement using the prior year carryover, as permitted under the MOE Guidelines. •Four jurisdictions (Canyon Lake, Corona, Palm Desert, and Perris) have fund balances in excess of three years of revenues. While the Commission policy suggests such amounts should not exceed three years, the jurisdictions provided reasonable explanations for the amounts, including project delays and capital improvement plans to expend those funds on projects in the next five years. Attached is the summary of transportation and transit fund operations and related audit results for the various types of TDA (Articles 3 and 4) and Measure A (specialized transit and local streets and roads) funding audits. Each schedule provides information for each claimant and recipient regarding the revenues, expenditures/expenses, and change in fund balance/net assets for the year ended June 30, 2022, and other financial and compliance information. FISCAL IMPACT: This item is for informational purposes only. There is no fiscal impact. Attachments: 1)FY 2021/22 Transportation Development Act Article 3 Schedule 2)FY 2021/22 Transportation Development Act Article 4 Schedule 3)FY 2021/22 Measure A Specialized Transit Schedule 4)FY 2021/22 Measure A Local Streets and Roads Schedule 41 Attachment 1 Cathedral City Lake Elsinore Menifee Moreno Valley Palm Desert Perris Riverside County of Riverside Revenues: Intergovernmental allocations: Article 3 21,920$ 245,523$ 499,765$ 393,993$ 66,818$ 225,000$ -$ 583,711$ Interest income (16) (2) - - - - 1 - Total revenues 21,904 245,521 499,765 393,993 66,818 225,000 1 583,711 Total expenditures - 250,810 519,986 394,548 46,818 100,000 - 583,711 21,904 (5,289) (20,221) (555) 20,000 125,000 1 - Other financing sources (uses) Transfers in (out)- - 20,221 - - - - - Grants refund to Agency - - - - - - - - Total other financing sources (uses)- - 20,221 - - - - - 21,904 (5,289) - (555) 20,000 125,000 1 - Prior period adjustment - - - - - - - - Fund balances at beginning of year (21,064) - - (12,830) (20,000) (125,000) 209 - Fund balances at end of year 840$ (5,289)$ -$ (13,385)$ -$ -$ 210$ -$ Source: 2022 Financial Statements Transportation Development Act Article 3 Schedule Year Ended June 30, 2022 Excess (deficiency) of revenues over (under) expenditures Net changes in fund balance 6/15/2023 42 Attachment 2 Banning Beaumont Corona Riverside PVVTA RTA1 SunLine1 Total operating revenues 62,297$ 88,117$ 171,830$ 168,452$ $92,552 4,216,068$ 5,245,804$ Operating expenses: Depreciation and amortization 155,279 425,940 661,942 450,149 275,876 16,513,598 8,771,305 Other operating expenses 1,580,358 2,621,588 2,157,427 3,238,920 1,354,873 76,329,506 36,188,283 Total operating expenses 1,735,637 3,047,528 2,819,369 3,689,069 1,630,749 92,843,104 44,959,588 Operating loss (1,673,340) (2,959,411) (2,647,539) (3,520,617) (1,538,197) (88,627,036) (39,713,784) Nonoperating revenues (expenses): Grants: Local Transportation Funds 1,429,322 2,299,919 317,422 1,108,437 797,066 20,464,004 6,826,884 State Transit Assistance/State of Good Repair 22,664 28,420 23,802 Federal 1,633,421 1,240,075 406,806 46,831,633 21,062,019 Measure A specialized transit 103,333 4,000,000 7,000,000 Proposition 1B/Low Carbon Transit Operations Program (LCTOP)100,190 74,325 27,420 3,064,574 162,351 Other 5,091 Interest income 4,005 (49,165) (71,580) 41 32,588 1,449 Interest expense (7,000) (12,811) (74,498) Gain (loss) on sale of property (3,638) (4,726) Other (4,037) 21,106 2,088,592 Total nonoperating revenue (expense) 1,422,322 2,526,074 1,991,612 2,231,327 1,252,439 76,477,753 35,047,977 Net increase (decrease) (251,018) (433,337) (655,927) (1,289,290) (285,758) (12,149,283) (4,665,807) Capital Contributions 17,779 678,633 1,055 297,147 49,694 7,493,094 9,041,164 Transfer in from other City funds 133,733 Transfer out from other City Funds (1,544) Prior period adjustment (54,446) Net assets at beginning of year (903,083) 2,409,166 2,190,438 (156,639) 2,584,113 103,912,070 90,037,847 Net assets at end of year (1,057,035)$ 2,652,918$ 1,535,566$ (1,148,782)$ 2,348,049$ 99,255,881$ 94,413,204$ Unearned revenue at end of year: Operating 425,362$ 226,331$ 740,735$ 4,620,723$ 92,909$ 10,217,413$ 2,511,670$ Capital 5,125 - - - - 53,102,133$ 5,238,791 Total unearned revenue at end of year 430,487$ 226,331$ 740,735$ 4,620,723$ 92,909$ 63,319,546$ 7,750,461$ Minimum fare ratio 10.00% 10.00%15.00% 10.00% 10.00% 17.81%18.77% Actual fare ratio 13.45% 6.38%20.00% 0.00% 10.63% 24.15%30.02% Fare ratio compliance status Met Not Met Met No Longer Required per AB149 Section 99268.17 Met Met Met Source: 2022 Financial Statements 1 The audits for RTA and SunLine were completed by other auditors hired by each entity. Transportation Development Act Article 4 Schedule Year Ended June 30, 2022 Page 2 of 5 43 Attachment 3 Boys & Girls Club of Menifee Valley Boys & Girls Club of Southwest County Care-A-Van Care Connexxus Riverside University Health System- Behavioral Health Exceed Forest Folk Friends of Moreno Valley Independent Living Partnership City of Norco Operation SafeHouse Riverside University Health System Medical Center U.S. Veterans Initiative Voices for Children Operating revenues: Measure A 75,932$ 109,121$ 258,187$ 66,836$ 309,989$ 91,613$ 52,509$ 88,546$ 433,346$ 71,165$ 37,082$ 353,351$ 48,613$ 106,062$ In-kind match - - 46,907 - - 29,799 47,954 627,948 - - - - 225,617 Cash match 65,467 56,214 86,101 34,431 159,691 144,814 3,539 69,790 159,822 36,661 19,103 303,213 25,025 6,003 Total operating revenues 141,399 165,335 391,195 101,267 469,680 236,427 85,847 206,290 1,221,116 107,826 56,185 656,564 73,638 337,682 Operating expenses-in kind - - 46,907 - - 29,799 47,954 627,949 - - - - 225,617 Operating expenses-salaries & benefits 45,060 83,444 225,951 28,133 289,102 161,227 22,781 209,410 70,343 32,123 634,150 58,261 60,324 Operating expenses-nonpersonnel 147,490 81,891 118,337 64,648 98,071 61,544 35,571 181,283 362,963 30,731 19,900 140,566 10,012 51,741 - - - 7,501 10,436 12,928 - - 19,539 6,752 4,162 7,414 5,462 - Capital expenditures - - - - - - - - - - - 34,518 - - 192,550 165,335 391,195 100,282 397,609 235,699 88,151 229,237 1,219,861 107,826 56,185 816,648 73,735 337,682 (51,151)$ -$ -$ 985$ 72,071$ 728$ (2,304)$ (22,947)$ 1,255$ -$ -$ (160,084)$ (97)$ -$ Exess revenues related to Measure A -$ -$ -$ 650$ 47,567$ 728$ -$ -$ -$ -$ -$ -$ -$ -$ Match requirement (as adjusted)65,467$ 56,214$ 133,006$ 34,096$ 135,187$ 144,814$ 33,338$ 100,286$ 223,239$ 36,661$ 19,103$ 283,183$ 25,070$ 231,620$ Actual match 65,467$ 56,214$ 133,008$ 34,431$ 159,691$ 144,814$ 33,338$ 117,744$ 787,770$ 36,661$ 19,103$ 303,213$ 25,025$ 231,620$ Met Met as adjusted Met as adjusted Met as adjusted Met as adjusted Met Met Met Met as adjusted Met as adjusted Met Met as adjusted Not Met Met 45$ Source: 2022 Agreed-Upon Procedures Measure A Specialized Transit Schedule Year Ended June 30, 2022 Match requirement compliance status Excess (deficiency) of revenues over (under) expenditures Total operating expenses/capital expenditures Operating expenses-administrative overhead Measure A Specialized Transit 6/15/2023 44 Attachment 4 Banning Beaumont Calimesa Canyon Lake Corona Eastvale Hemet Jurupa Valley Lake Elsinore Menifee Moreno Valley Murrieta Norco Perris Riverside San Jacinto Temecula Revenues: Intergovernmental allocations: Measure A 939,198$ 1,519,954$ 300,718$ 286,884$ 5,755,132$ 2,188,250$ 2,773,454$ 3,897,841$ 2,175,035$ 2,899,174$ 6,257,359$ 3,502,321$ 1,019,731$ 3,016,389$ 11,438,627$ 1,316,711$ 4,141,441$ Reimbursements - - - - - - - - - - - - - - 13,890 - - Other revenues 276,915 - - - 23,476 - - - - - - 83,238 - - 96,092 - - Interest income (5,669) 5,293 1,991 (14,233) (648,395) (69,988) (103,856) (22,306) (41,970) (7,727) 58,152 6,130 (13,652) (226,451) (640,057) 12,327 (74,770) Other financing sources-transfers in - - - - - - - 42,214 - - - - - - - - - Total revenues 1,210,444 1,525,247 302,709 272,651 5,130,213 2,118,262 2,669,598 3,917,749 2,133,065 2,891,447 6,315,511 3,591,689 1,006,079 2,789,938 10,908,552 1,329,038 4,066,671 Expenditures and other financing uses: Engineering, construction, maintenance, and capital outlay 1,873,698 - 1,728 - 5,492,357 1,723,899 2,194,662 937,970 - 347,530 1,879,027 4,761,353 1,181,667 302,696 - - 1,599,339 Administrative overhead/indirect costs 15,716 - 15,360 - 115,759 46,522 - 1,805 - -2,928 5,900 - - - 62,000 - Capital outlay - - - - - 49,759 - -- -- - - - 1,995,465 - - Debt service - - - - - -- -- -- - - - - - - Principal - - - - - -- 820,000 - -- - - - - - - Interest - - - - - -- 221,645 - -- - - - 3,812 - - Transfers out 125,000 2,138,927 - - - -- 44,788 1,823,849 1,080,703 1,462,706 733,600 - - 2,997,490 1,798,001 2,834,725 Total expenditures and other financing uses 2,014,414 2,138,927 17,088 - 5,608,116 1,820,180 2,194,662 2,026,208 1,823,849 1,428,233 3,344,661 5,500,853 1,181,667 302,696 4,996,767 1,860,001 4,434,064 (803,970) (613,680) 285,621 272,651 (477,903) 298,082 474,936 1,891,541 309,216 1,463,214 2,970,850 (1,909,164) (175,588) 2,487,242 5,911,785 (530,963) (367,393) Prior period adjustment/rounding - - - - - - 4,580 - - - - 23,204 - - - - - Fund balances at beginning of year 1,417,806 2,568,801 429,417 866,233 19,426,215 4,350,543 5,948,041 2,445,550 1,255,374 1,137,432 6,119,862 10,768,631 779,799 8,349,647 22,594,029 1,909,018 9,430,636 Fund balances at end of year 613,836$ 1,955,121$ 715,038$ 1,138,884$ 18,948,312$ 4,648,625$ 6,427,557$ 4,337,091$ 1,564,590$ 2,600,646$ 9,090,712$ 8,882,671$ 604,211$ 10,836,889$ 28,505,814$ 1,378,055$ 9,063,243$ Fund balance by year received: 2022 613,836$ 1,525,247$ 302,709$ 272,651$ 5,130,213$ 2,118,262$ 2,669,598$ 3,917,749$ 1,564,590$ 2,600,646$ 6,315,511$ 3,591,689$ 604,211$ 2,789,938$ 10,908,552$ 1,329,038$ 4,066,670$ 2021 -429,874 286,135 286,579 5,559,413 1,834,932 2,332,714 419,342 - - 2,775,201 3,303,927 -2,729,639 9,597,530 49,017 3,990,206 2020 --126,194 208,997 5,425,032 695,431 1,425,245 - - - - 1,987,055 -2,169,076 7,999,732 - 1,006,367 2019 & Prior --- 370,657 2,833,654 - - - - - - - - 3,148,236 - - - Total fund balances by year received 613,836$ 1,955,121$ 715,038$ 1,138,884$ 18,948,312$ 4,648,625$ 6,427,557$ 4,337,091$ 1,564,590$ 2,600,646$ 9,090,712$ 8,882,671$ 604,211$ 10,836,889$ 28,505,814$ 1,378,055$ 9,063,243$ Cash and investments 819,417$ 1,672,945$ 639,426$ 1,066,284$ 17,898,765$ 4,497,644$ 6,332,498$ 3,864,124$ 1,238,948$ 1,937,058$ 7,543,543$ 8,495,556$ 776,260$ 10,302,827$ 25,979,222$ 1,290$ 8,271,299$ MOE Base Year requirement 164,325$ 515,908$ 2,401$ 28,873$ 2,208,200$ 38,949$ 18,924$ -$ 960,771$ 214,225$ 1,459,153$ 595,702$ 22,536$ 1,218,470$ 12,449,203$ 156,391$ 1,431,799$ Amount of Excess MOE at end of year 1,235,092$ 5,204,307$ 60,412$ 217,151$ 21,471,764$ 539,065$ 762,657$ 32,256,243$ 11,925,421$ 10,078,723$ 701,035$ 120,588$ 6,307,973$ 64,537,548$ 3,756,262$ 14,504,904$ MOE compliance status Met Met Met Met Met Met Met N/A Met Met Met Met Met Met Met Met Met Source: 2022 Agreed-Upon Procedures Measure A Local Streets and Roads Schedule Year ended June 30, 2022 Excess (deficiency) of revenues over (under) expenditures and other financing uses Western County Measure A Local Streets Roads 4 of 5 6/15/2023 45 Attachment 4 Revenues: Intergovernmental allocations: Measure A Reimbursements Other revenues Interest income Other financing sources-transfers in Total revenues Expenditures and other financing uses: Engineering, construction, maintenance, and capital outlay Administrative overhead/indirect costs Capital outlay Debt service Principal Interest Transfers out Total expenditures and other financing uses Prior period adjustment/rounding Fund balances at beginning of year Fund balances at end of year Fund balance by year received: 2022 2021 2020 2019 & Prior Total fund balances by year received Cash and investments MOE Base Year requirement Amount of Excess MOE at end of year MOE compliance status Source: 2022 Agreed-Upon Procedures Measure A Local Streets and Roads Schedule Year ended June 30, 2022 Excess (deficiency) of revenues over (under) expenditures and other financing uses Palo Verde Valley Wildomar Cathedral City Coachella Desert Hot Springs Indian Wells Indio La Quinta Palm Desert Palm Springs Rancho Mirage Blythe 1,017,091$ 2,074,478$ 825,442$ 679,935$ 278,348$ 2,672,415$ 2,031,006$ 3,483,227$ 3,184,660$ 1,110,330$ 953,552$ 11,313,443$ - - - - - - - - - - - - 67 16,102 547 - - 146,958 40,117 553,974 5,073,096 - - - 357 (19,514) 8,054 358 161 (57,861) (88,751) (292,441) 35,313 (52,215) 3,427 (65,243) - 55,063 - - - - - - - - - - 1,017,515 2,126,129 834,043 680,293 278,509 2,761,512 1,982,372 3,744,760 8,293,069 1,058,115 956,979 11,248,200 246,679 1,553,461 - 175,184 - 760,000 45,918 4,101,095 914,407 - 31,423 10,792,101 94,590 - - 14,007 302,845 170,173 - - - - 82,338 - - - 604,249 - - - 395,454 - - 773,430 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 56,300 133,728 - 161,669 - 82,664 - - 619,500 - 1,355,709 - 397,569 1,687,189 604,249 350,860 302,845 1,012,837 441,372 4,101,095 1,533,907 773,430 1,469,470 10,792,101 619,946 438,940 229,794 329,433 (24,336) 1,748,675 1,541,000 (356,335) 6,759,162 284,685 (512,491) 456,099 - - - - - - - - - - 1,015 228,182 1,158,624 687,821 310,411 94,869 2,051,507 3,199,268 22,154,785 1,572,672 1,396,608 1,568,465 5,100,843 848,128$ 1,597,564$ 917,615$ 639,844$ 70,533$ 3,800,182$ 4,740,268$ 21,798,450$ 8,331,834$ 1,681,293$ 1,055,974$ 5,557,957$ 848,128$ 1,597,564$ 834,043$ 639,844$ 70,533$ 2,761,512$ 1,982,372$ 3,744,760$ 8,293,069$ 1,058,115$ 956,979$ 5,557,957 - - 83,572 - - 1,038,670 1,940,663 6,477,122 38,765 623,178 98,995 - - - - - - - 817,233 3,882,375 - - - - - - - - 7,694,193 - - 848,128$ 1,597,564$ 917,615$ 639,844$ 70,533$ 3,800,182$ 4,740,268$ 21,798,450$ 8,331,834$ 1,681,293$ 1,055,974$ 5,557,957$ 653,727$ 1,120,377$ 852,895$ 491,153$ -$ 3,825,634$ 4,222,941$ 35,947,390$ 7,742,157$ 1,501,625$ 873,297$ 5,540,552$ -$ 391,688$ 92,205$ 75,147$ 963,640$ 2,048,564$ 937,007$ 2,398,146$ 1,498,732$ 674,811$ 170,000$ -$ 10,740,228$ 10,357,148$ 1,029,722$ 15,508,249$ 31,092,703$ 12,155,861$ 15,698,198$ 46,367,311$ 5,437,831$ 1,174,618$ N/A Met Met Used PY Met Met Met Met Met Met Met N/A County of Riverside Coachella Valley Measure A Local Streets Roads 5 of 5 6/15/2023 46 AGENDA ITEM 6H Agenda Item 6H RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Jonathan Marin, Senior Management Analyst David Knudsen, External Affairs Director THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Public Engagement Metrics Report, April - June 2023 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Receive and file the Quarterly Public Engagement Metrics Report for April - June 2023. BACKGROUND INFORMATION: The Commission’s digital communication channels continue to be the vital source of information for the public. Information about RCTC’s wide array of transportation projects, programs, and initiatives affecting the residents and stakeholders of Riverside County is distributed through the website, social media platforms, newsletter, and other media. Through these various channels, the Commission is also able to highlight funding successes, partnerships, and investments made through Measure A. The Public Affairs staff actively monitors the Commission’s communication channels to respond to comments and questions, assessing how audiences engage with the digital information. This Public Engagement Metrics Report covers the second quarter of 2023, from April to June. The various public engagement activities are summarized in this report and in the attached Public Engagement Metrics. A steady increase in followers was experienced across all social media channels. Meta, which operates both Facebook and Instagram, and Twitter make frequent changes to their algorithms which can produce mixed results in the way reach and engagement are attributed and the placement of targeted ads. Staff develops digital advertising campaigns based on the need to increase visibility for specific projects, meetings, or events - such as construction closures and public meetings. Targeted digital advertising is also placed for the Commission’s advocacy efforts for grants and other programs. It is important to note that the metrics provided are compared to the previous quarter, which can produce varying results based on the level of activity in any one quarter. 47 Agenda Item 6H This quarter’s report includes three sets of data: 1) Metrics for RCTC’s overall public engagement activities including public sentiment on social media; social media followers, engagement, and reach; email notifications; website use and access; and top pages visited. 2) Metrics for RCTC’s 15/91 Express Lanes Connector Project including email activity, text messages, website sessions, and social media followers. 3) Metrics for RCTC’s 71/91 Interchange Project including email activity, website sessions, and social media following. RCTC Overall Public Engagement 1) Social Media a. Public sentiment was generally positive with posts highlighting Construction Safety Week, a $15.5 million award for the Metrolink Double Track Project, and FSP’s 30 Years of Service acting as key drivers. b. Facebook: Followers continue to increase steadily. This quarter, followers grew by 1%, from 13,343 to 13,481. The page had 59,959 forms of engagement, such as likes, comments, and video viewing and shares, a 65% decrease from last quarter’s 172,043 forms of engagement. The page reached 335,824 unique users for the quarter (followers and non-followers), a decrease of 74% from last quarter’s 1,294,638. c. Twitter: Followers increased more than 1%, from 1,696 to 1,723. Engagement decreased 55%, from 2,531 to 1,120 while impressions decreased by 76%, from 67,067 to 15,652. d. Instagram: Followers increased by more than 6%, from 3,444 to 3,682. Engagement decreased 25%, from 22,493 to 16,839. This quarter, the RCTC Instagram account reached 79,761 unique users, a 7% increase from last quarter’s 73,934. e. The drop in overall engagement and impressions for the quarter was due in large part to the volume of high-profile activity that occurred in the previous quarter, such as ground breakings and other project milestones. 2) The Point E-Newsletter: RCTC continues to produce quality content for its blog, The Point, and distributes the blog posts as monthly email newsletter. Subscribers decreased by 1%, from 6,275 to 6,211. Approximately 45% of the e-newsletter subscribers opened The Point, and 5% clicked on links to learn more. The open rate is significantly higher than the industry (government) average of 34%. 3) Website a. There were 85,042 website visits this quarter, representing an 11% increase from last quarter’s 76,507 visits. There also were 81,777 unique users, an increase of 41% compared to the previous quarter’s 57,863 unique users. 48 Agenda Item 6H b. Most users reached the website through a search engine (35%) or by keying in rctc.org (24%). 16% of visitors accessed the website through social media. RCTC purchased paid search ads through Google Ads to drive traffic to the weekend closures webpage for the 71/91 Interchange Project. Paid search ads accounted for 11% of website visits. Visitors also reached the website via email links and other referrals (14%). c. Website access by device remained unchanged. 31% of website visits were made by desktop, while mobile (phones and tablets) accounted for 69%, representing no change from last quarter. d. The webpage for the weekend closures of the 71/91 Interchange Project was the most visited page, followed by the home page and then the 71/91 Interchange Project page. 15/91 Express Lanes Connector Public Engagement 1) Emails: Email sign-ups during the last quarter totaled 3,098, a decrease of 13%. The project team received 32 email inquiries to date. The email subscriber decrease was due to a contact database review that filtered out bounce backs, unsubscribes, and other undeliverable emails. 2) Texts: A total of 509 people registered to receive text message updates, representing a 16% increase from the previous quarter. 3) Webpage: There were 4,177 visits to the project page, totaling 38,104 visits to date. 4) Social Media: Facebook page followers increased to 3,351 compared to 3,312 last quarter, a 1% increase. Twitter grew by 6% from 405 to 431 followers. Instagram followers increased 2% from 905 to 925 followers. 71/91 Interchange Project Public Engagement 1) Emails: Email sign-ups during the last quarter totaled 2,169, a significant increase of 228%. The project team received 8 inquiries. An email sign-up campaign through Facebook was implemented to foster new subscribers. 2) Texts: A total of 509 people registered to receive text message updates, representing a 26% increase from the previous quarter. A text message sign-up campaign through Facebook was launched toward the end of the quarter. 3) Webpage: Visits to the project, construction update, and closures webpages totaled 30,409. 4) Social Media: Facebook page followers increased to 1,690 compared to 798 last quarter, a 111% increase. Twitter grew by 157% from 42 to 108 followers. Instagram followers increased 26% from 1,254 to 1,592 followers. FISCAL IMPACT: This is an informational item. There is no fiscal impact. 49 Agenda Item 6H Attachments: 1) RCTC Overall Public Engagement Metrics 2) 15/91 Express Lanes Connector Construction Public Engagement Metrics 3) 71/91 Interchange Construction Public Engagement Metrics 50 Top Pages Visited 1 2 3 Desktop vs Mobile Users 31%69%Desktop Mobile Facebook Twitter Instagram Top Channels -1% Overall Social Media Sentiment Eblasts Web Public Engagement Metrics: Q2 April - June 2023 Social Media Differences Organic search overtook direct visits for the top channel, generating more than 1/3 of total website visits for this quarter. Subscribers 6,211 Average Open 45% Average Click 5% 85,042 Number of Sessions +11%81,777 Number of Unique Users +41% Reach 335,824 Followers 13,481 Engagement 59,959 Impressions 15,652 Followers 1,723 Engagement 1,120 Reach 79,761 Followers 3,682 Engagement 16,389 -76% +1% -55% 8% +7% -25% -74% +1% -65% 71/91 Interchange Project Closures Page Home Page 71/91 Interchange Project Page 5/3: Positive sentiment on Construction Safety Week posts 6/16: Positive sentiment in response to collaboration with RCA 6/25: Negative sentiment related to construction activity Organic (35%) Direct (24%) Social (16%) Email and Other (14%) Paid Search (11%) 1.00 .50 0 -.50 -1.00 Paid Search 11% Organic 35% Direct 24% Social 16% Email/Other 14% 6/304/1 4/10 4/20 4/26 5/1 5/10 5/20 5/25 6/1 6/9 6/15 6/23 ATTACHMENT 1 51 April - June 2023 15/91 Express Lanes Connector Project Quarterly “At-a-Glance” Metrics Report Apr - J u n 2 0 2 1 Nu m b e r o f F o l l o w e r s 0 500 1000 1500 2000 2500 3000 3500 To t a l W e b s i t e v i s i t s t o D a t e 0 5 10 15 20 25 30 35 Nu m b e r o f S i g n - U p s Nu m b e r o f E m a i l s a n d C a l l s 0 5000 10000 15000 20000 25000 30000 35000 40000 Apr - J u n 2 0 2 1 Apr - J u n 2 0 2 1 155 3 Email & Text Alert Sign-Ups Website Sessions Emails to Project Team Social Media Followers Apr - J u n 2 0 2 1 0 500 1000 1500 2000 2500 3000 3500 4000 2,825 5,714 68 2,778 293 600 Facebook Followers Twitter FollowersInstagram Followers Email Sign-Ups Text Sign-Ups 161 173 230 2,809 7 14 8,834 2,798 301 628 2,736 3,006 323 689 340 761 Jul - S e p t 2 0 2 1 Oct - D e c 2 0 2 1 Jan - M a r 2 0 2 2 Jul - S e p t 2 0 2 1 Oct - D e c 2 0 2 1 Jan - M a r 2 0 2 2 Jul - S e p t 2 0 2 1 Oct - D e c 2 0 2 1 Jan - M a r 2 0 2 2 Jul - S e p t 2 0 2 1 Oct - D e c 2 0 2 1 Jan - M a r 2 0 2 2 2,489 12,418 2,538 18 17,526 2,767 266 19 Apr - J u n 2 0 2 2 22,038 3,221 359 805 Apr - J u n 2 0 2 2 3,059 327 Apr - J u n 2 0 2 2 Jul - S e p 2 0 2 2 19 Jul - S e p 2 0 2 2 26,063 Apr - J u n 2 0 2 2 Jul - S e p 2 0 2 2 3,239 381 846 Jul - S e p 2 0 2 2 3,320 3,563 361 Oct - D e c 2 0 2 2 19 Oct- D e c 2 0 2 2 29,857 Oct - D e c 2 0 2 2 3,263 386 861 Oct - D e c 2 0 2 2 Jan - M a r 2 0 2 3 Apr - J u n e 2 0 2 3 436 509 31 Jan - M a r 2 0 2 3 Apr - J u n e 2 0 2 3 Jan - M a r 2 0 2 3 33,927 38,104 405 905 431 925 Jan - M a r 2 0 2 3 3,312 3,351 3,098 1 Apr - J u n e 2 0 2 3 Apr - J u n e 2 0 2 3 ATTACHMENT 2 52 April - June 2023 71/91 Interchange ProjectQuarterly “At-a-Glance” Metrics Report Nu m b e r o f F o l l o w e r s 0 500 1000 1500 2000 Tot a l W e b s i t e v i s i t s t o D a t e 0 5 10 15 20 Nu m b e r o f S i g n - U p s Nu m b e r o f E m a i l s 0 5000 10000 15000 20000 25000 30000 35000 40000 Jan - M a r 2 0 2 3 Apr - J u n e 2 0 2 3 Jan - M a r 2 0 2 3 Email & Text Alert Sign-Ups Website Sessions Emails to Project Team Social Media Follwers Jan - M a r 2 0 2 3 0 500 1000 1500 2000 2500 5,426 1,254 17 949 Instagram Followers Twitter FollowersFacebook Followers 798 42 2,169 Apr - J u n e 2 0 2 3 Apr - J u n e 2 0 2 3 Jan - M a r 2 0 2 3 Apr - J u n e 2 0 2 3 8 35,835 1,592 1,690 108 Includes project, construction update, and closures pages Email Sign-Ups Text Sign-Ups 402 509 ATTACHMENT 3 53 AGENDA ITEM 6I Agenda Item 6I RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Joie Edles Yanez, Capital Projects Manager Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Interstate 15 Franklin Street Interchange Project Cooperative Agreement with the City of Lake Elsinore WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Cooperative Agreement No. 24-31-023-00, with the city of Lake Elsinore (City) for funding of the plans, specifications & estimate (PS&E) phase of the Interstate 15 Franklin Street Interchange Project, in the amounts of $9,500,000 from the Western Riverside Council of Governments (WRCOG) local Transportation Uniform Mitigation Fees (TUMF), and $3,000,000 in local funds from the City, for a total amount of $12,500,000; 2)Authorize Commission staff to be the lead agency on behalf of the city of Lake Elsinore, as stated in the terms of Cooperative Agreement No. 24-31-023-00; and 3)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements and future non-funding agreements and/or amendments on behalf of the Commission. BACKGROUND INFORMATION: The I-15 Franklin Street Interchange Project (Project) proposes to design and build a new freeway connection interchange north of the existing Franklin Street overcrossing. This Project is Phase II of the overall I-15 improvements projects in the city of Lake Elsinore, with Phase I being the I-15 Railroad Canyon Road Interchange Project, which completed construction in the fall of 2022 and is now fully operational. The Riverside County Transportation Commission (RCTC) acted as the lead agency on behalf of the City for Phase I and has been requested by the City to lead Phase II as well. The City has identified and earmarked funding for the Project to proceed into the PS&E phase and for RCTC staff time to manage the Project. In cooperation with the City and Caltrans, the Project is ready to begin the procurement process to enlist the services of a professional and best 54 Agenda Item 6I qualified engineering firm to work on the PS&E and Right of Way (ROW) engineering phases of the Project. DISCUSSION: Agency Agreements City of Lake Elsinore Cooperative Agreement A cooperative agreement with the City is required to establish the Commission as the lead agency for the PS&E phase, as well as identify the obligations and responsibilities of each agency. The Project will be designed in accordance with Caltrans standards and at the completion of construction will become part of the state highway system. As part of the agreement, the City is contributing $12,500,000 for the final design of the Project, which consists of $9,500,000 from WRCOG and $3,000,000 from the City. The cooperative agreement includes language to allow RCTC to recover project costs expended from the agreements effective date. Other Agreements A cooperative agreement with Caltrans, City, and Commission will be needed to identify the responsibilities of all parties for ROW acquisition, the Commission as the implementing agency, and City and Caltrans responsibilities of quality assurance reviews. Staff will request approval of this cooperative agreement at the time of PS&E contract award. Procurement of PS&E Consultant Staff has developed the request for qualifications (RFQ) for procurement of the PS&E services for the project and will be advertised once finalized. ROW Engineering It is anticipated that seven partial ROW acquisitions and temporary construction easements will be required for the Project. The final environmental document for the I-15 Railroad Canyon Road Improvement Project indicated that up to 50 parcels were identified for partial acquisition and 12 parcels were identified for full acquisition as part of Phase II. Both commercial and residential properties are expected to be impacted. The selected engineering firm will perform ROW engineering which includes research and determination of the actual ROW requirements, which will confirm the required full and partial acquisitions. 55 Agenda Item 6I Staff will return to the Commission for approval of ROW acquisitions and utility relocations once parcels have been identified and costs determined. Funding The cooperative agreement between the City and the Commission establishes that all project cost will be borne by the City, and that the Commission will be reimbursed for all its costs associated with the project, including those for staff and the consultant. Funding for PS&E and ROW has been identified by the City as primarily TUMF program funds, administered by WRCOG in accordance with the TUMF Nexus Study. Additional funding will be provided locally by the City for ROW acquisition, utility relocation, and construction phases. FISCAL IMPACT: Funding for PS&E services will be provided by local TUMF and City local funds. There are sufficient funds in the Fiscal Year 2023/24 FY budget to begin PS&E services. No budget amendments are required at this time. PS&E will continue to be budgeted for subsequent years to complete these phases of the Project. Expenditure Schedule Item FY 2023/24 FY 2024/25+ Dollar Amount Fund Source 1 PS&E $789,900 $8,710,100 $3,000,000 $9,500,000 $3,000,000 TUMF Local City Funds Total $789,900 $11,710,100 $12,500,000 56 Agenda Item 6I Financial Information In Fiscal Year Budget: Yes Year: FY 2023/24 FY 2024/25+ Amount: $789,900 $11,710,100 Source of Funds: Local TUMF and Local City Budget Adjustment: No GL/Project Accounting No.: Revenue: 005138 41607 210 72 42110 $9,500,000 (Local TUMF) 005138 41604 210 72 41203 $3,000,000 (Local City Funds) Expenditure: 005138 81102 210 72 81101 $12,500,000 (Final Design) Fiscal Procedures Approved: Date: 08/14/2023 Attachments: 1) Draft Commission - City of Lake Elsinore Cooperative Agreement No. 24-31-023-00 2) WRCOG – City of Lake Elsinore TUMF Agreement No. 22-SW-LEL-1204 Approved by the Western Riverside County Programs and Projects Committee on August 28, 2023 In Favor: 11 Abstain: 0 No: 0 57 17336.01200\41448127.2 1 Agreement No. 24-31-023-00 COOPERATIVE AGREEMENT BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION, CITY OF LAKE ELSINORE FOR THE INTERSTATE 15 (1-15) FRANKLIN STREET INTERCHANGE PROJECT PLANS SPECIFICATIONS AND ESTIMATES PHASE 1.Parties and Date. This Cooperative Agreement is made and entered into this ____ day of ______________, 2023 (“Effective Date”), by and between the Riverside County Transportation Commission (“RCTC”) and the City of Lake Elsinore (“City”). RCTC and the City are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. 2.Recitals. 2.1 The Western Riverside Council of Governments (WRCOG) has allocated $9.5 Million for the Plans, Specifications, and Estimates phase for the I-15 Franklin Street Interchange Project (“Project”). 2.2 The PS&E phase for the Project includes preparation of the PS&E final design, right-of-way management, right-of-way acquisitions, and RCTC internal costs consisting of program management and legal services (“PS&E Phase”) 2.3 WRCOG and City have entered in a funding agreement allocating the above referenced $9.5 Million to City for the PS&E Phase. An additional $3.0 Million in local funds from the City will be committed to the PS&E Phase, for a total of $12.5 Million towards the PS&E Phase. 2.4 The Project is located adjacent to and within the jurisdictional boundaries of the City of Lake Elsinore and may require improvements to streets within the City. 2.5 The City has requested that RCTC be the lead agency for the PS&E Phase. 2.6 RCTC has agreed to act as the lead agency for the the PS&E Phase. 3.Terms. 3.1 PS&E Phase Work. A.RCTC shall be the lead agency for the PS&E Phase. RCTC shall select, retain and oversee consultants to complete the PS&E Phase work and services including, but not limited to, preparation of the PS&E document. The PS&E Phase work and services shall be funded by the funding sources set forth in Section 2.3 above. The ATTACHMENT 1 58 17336.01200\41448127.2 2 Parties agree that RCTC shall not have any obligation to fund the PS&E Phase work or services using its own funds. In the case that additional funds are needed to complete the PS&E Phase work or services, beyond the funding described in Section 2.3, the City shall be responsible for identifying and obtaining such additional funding. Allocation of additional funding shall be by amendment to this Cooperative Agreement or by separate agreement. B. RCTC shall complete the PS&E Phase work and services within the term of this Agreement, as provided in Section 3.2, unless extended by mutual agreement of the Parties. C. Funding and responsibilities for any other phases of the Project, or construction of any portion or all of the Project, shall be by separate agreement. 3.2 Term of Agreement. The term of this Cooperative Agreement shall extend from the Effective Date and shall remain in effect through December 31, 2030, or until written agreement by the Parties that the PS&E Phase has been completed, unless earlier terminated as provided in this Cooperative Agreement. 3.3 Cooperation. RCTC and the City agree to cooperate in the development of the PS&E document for the Project, completion of the PS&E Phase work and services, and the implementation of this Cooperative Agreement. 3.4 Reporting. RCTC shall, in a timely manner, provide milestone reports to the City, detailing the progress of the PS&E Phase work and services. 3.5 Obligations of the City. A. RCTC shall submit invoices no less frequently than quarterly in any quarter in which reimbursable expenses are incurred but not to exceed once per month. The City shall timely review and pay approved invoices within thirty (30) days. The City shall promptly notify RCTC of any disputed charges. B. The City may provide a City oversight engineer or other City staff to oversee the PS&E Phase work and services at its own cost. C. The City shall process any City encroachment permits required for the PS&E Phase at no cost to RCTC or its consultant(s) provided that RCTC or the consultant(s), as the case may be, submits a complete application for such encroachment permits consistent with City’s requirements. The determination on whether the application is complete and whether an encroachment permit may be issued shall be made by the City in its sole and absolute discretion pursuant to its municipal code, policies, procedures, and any other applicable law. D. The City shall timely review design plans for the Project including, but not limited to, the PS&E document and provide any approvals or 59 17336.01200\41448127.2 3 comments within thirty (30) days of receipt of the plans. If the City fails to provide any comments or its approval within said time period, RCTC shall provide notice to the City Engineer of the City that the design plans shall be deemed approved by the City if no comments are received within an additional 15 days. The CITY shall inspect any other PS&E Phase work or services upon written notice of completion of the work or services by RCTC to the City, and shall timely provide approval or identify any nonconformities identified by the City within thirty (30) days, or such other reasonable period requested by RCTC. 3.6 Obligations of RCTC A. RCTC shall serve as the lead agency for the PS&E Phase. RCTC shall be responsible for procuring, retaining and overseeing consultant(s) as required for completion of the PS&E Phase, or as reasonably necessary for PS&E Phase completion. B. RCTC shall provide the City an opportunity to review and approve all design documents for the Project prior to finalization of such design document for the Project for public bidding purposes. C. RCTC shall invoice the City for PS&E Phase expenses incurred in accordance with this Cooperative Agreement, no less frequently than quarterly in any quarter in which reimbursable expenses are incurred, but not to exceed once per month. Invoices submitted to the City shall be in a form and include such detail as reasonably requested by the City. D. RCTC shall require that the consultant(s) retained for the PS&E Phase include the City as an additional insured and indemnified party under RCTC’s agreements with the consultant(s). 3.7 Mutual Indemnification. A. RCTC shall, at its sole cost and expense, indemnify, defend and hold the City, its officials, officers, employees, consultants and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, judgments, penalties, damages or injuries, in law or in equity, to property or persons, including wrongful death, whether actual, alleged or threatened, which arise in any manner out of, pertain to, or relate to, in whole or in part, to any negligent acts, omissions or breach of law, recklessness, or willful misconduct of RCTC, its officials, officers, employees, agents, consultants or contractors in the performance of RCTC’s obligations under this Cooperative Agreement, including but not limited to the payment of expert witness fees and reasonable attorneys’ fees and costs. B. The City shall, at its sole cost and expense, indemnify, defend and hold RCTC and its officials, officers, employees, consultants and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, judgments, penalties, damages or injuries, in law or in equity, to property or 60 17336.01200\41448127.2 4 persons, including wrongful death, whether actual, alleged or threatened, which in any manner arise out of, pertain to, or relate to, in whole or in part, to any negligent acts, omissions or breach of law, recklessness, or willful misconduct of City, its officials, officers, employees, agents, consultants or contractors in the performance of City obligations under this Cooperative Agreement, including but not limited to the payment of expert witness fees and reasonable attorneys’ fees and costs. 3.8 Amendments. The terms and conditions of this Cooperative Agreement shall not be altered or modified at any time except by a written amendment executed by the mutual consent of the Parties by an instrument in writing. 3.9 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of either Party shall be deemed to waive or render unnecessary such Party’s consent to or approval of any subsequent act of the other Party. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Cooperative Agreement. 3.10 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Cooperative Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Funding Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 3.11 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Cooperative Agreement, shall survive any such expiration or termination. 3.12 RCTC Disclaimer. In no event shall RCTC be responsible or liable for the quality, suitability, operability or condition of any design or construction by the Project consultants or the contractor, as applicable, and RCTC expressly disclaims any and all express or implied representations or warranties with respect thereto, including any warranties of suitability or fitness for use. 3.13 Third Party Beneficiaries. There are no third-party beneficiaries to this Cooperative Agreement. 3.14 Termination. Any Party may terminate this Cooperative Agreement by giving thirty (30) days written notice thereof. 3.15 Assignment or Transfer. The Parties shall not assign, hypothecate, or transfer, either directly or by operation of law, this Cooperative Agreement or any interest herein without the prior written consent of the other Parties. 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. 61 17336.01200\41448127.2 5 3.16 Binding Effect. Each and all of the covenants and conditions shall be binding on and shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns. This section shall not be construed as an authorization for any Party to assign any right or obligation 3.17 Notices. All notices, demands, invoices, and written communications shall be in writing and delivered to the following addresses or such other addresses as the Parties may designate by written notice: To RCTC: Riverside County Transportation Commission 4080 Lemon Street, Third Floor P.O. Box 12008 Riverside, CA 92502-2208 Attention: Executive Director Copy to: Best, Best & Krieger, LLP 3390 University Ave. 5fl. Riverside, CA 92501 Attention: Steven C. DeBaun To City: City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attention: City Manager Copy to: Leibold McClendon & Mann 9841 Irvine Center Drive Suite 230 Irvine, California 92618 Attention: Barbara Leibold, City Attorney Depending upon the method of transmittal, notice shall be deemed received as follows: by facsimile, as of the date and time sent; by messenger, as of the date delivered; and by U.S. Mail first class postage prepaid, as of 72 hours after deposit in the U.S. Mail. 3.18 Time of Performance. Time is of the essence in the performance of this Agreement. 3.19 Governing Law. This Agreement is in all respects governed by California law and venue for any dispute shall be in Riverside County. 3.20 Insurance. The Parties each verify that they are self-insured or maintain insurance coverage through a Joint Powers Authority in reasonable and customary amounts for their respective operations. 62 17336.01200\41448127.2 6 3.21 Authority to Enter into Agreement. Each Party warrants that the individuals who have signed this Cooperative Agreement have the legal power, right and authority to make this Cooperative Agreement and bind each respective Party. 3.22 Counterparts. This Cooperative Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 3.23 Entire Agreement. This Cooperative Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. IN WITNESS WHEREOF, the parties hereto have executed this Cooperative Agreement on the date first herein above written. [Signatures on following page] 63 17336.01200\41448127.2 7 SIGNATURE PAGE TO INTERSTATE 15 FRANKLIN STREET INTERCHANGE PROJECT PLANS SPECIFICATIONS, AND ESTIMATES PHASE COOPERATIVE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the Effective Date. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: _________________________ Anne Mayer, Executive Director CITY OF LAKE ELSINORE By: __________________________ Title: ________________________ APPROVED AS TO FORM: By: _________________________ Best Best & Krieger LLP Counsel to RCTC APPROVED AS TO FORM: By: __________________________ Title: ________________________ ATTEST: By: __________________________ Title: ________________________ 64 22-SW-LEL-1204 Page 1 of 23 \TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM AGREEMENT TO REIMBURSE TUMF FUNDS INTERSTATE 15 FRANKLIN STREET INTERCHANGE IMPROVEMENT PROJECT FINAL PS&E PHASE THIS REIMBURSEMENT AGREEMENT (“Agreement”) is entered into as of this __________day of __________, 20__, by and between the Western Riverside Council of Governments (“WRCOG”), a California joint powers authority and City of Lake Elsinore, a California municipal corporation (“AGENCY”). WRCOG and AGENCY are sometimes hereinafter referred to individually as “Party” and collectively as “Parties”. RECITALS A.WRCOG is the Administrator of the Transportation Uniform Mitigation Fee Program of Western Riverside County (“TUMF Program”). B.WRCOG has identified and designated certain transportation improvement projects throughout Western Riverside County as projects of regional importance (“Qualifying Projects” or “Projects”). The Qualifying Projects are more specifically described in that certain WRCOG study titled “TUMF Nexus Study”, as may be amended from time to time. Qualifying Projects can have Regional or Zonal significance as further described in the TUMF Nexus Study. C.The TUMF Program is funded by TUMF fees paid by new development in Western Riverside County (collectively, “TUMF Program Funds”). TUMF Program Funds are held in trust by WRCOG for the purpose of funding the Qualifying Projects. D.The AGENCY proposes to implement a Qualifying Project, and it is the purpose of this Agreement to identify the project and to set forth the terms and conditions by which WRCOG will release TUMF Program Funds. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and subject to the conditions contained herein, the Parties hereby agree as follows: 1.Description of the Qualifying Project. This Agreement is intended to distribute TUMF Program Funds to the AGENCY for _Interstate 15 Franklin Street Interchange Improvement Project, (the “Project”), a Qualifying Project. The Work, including a timetable and a detailed scope of work, is more fully described in Exhibit “A” attached hereto and incorporated herein by reference and, pursuant to Section 20 below, is subject to modification if requested by the AGENCY and approved by WRCOG. The work shall be consistent with one or more of the defined WRCOG Call for Projects phases detailed herein as follows: 1) PS&E – Plans, Specifications and Estimates 2.WRCOG Funding Amount. WRCOG hereby agrees to distribute to AGENCY, on the terms and conditions set forth herein, a sum not to exceed Six Million Dollars DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 10th 23January 65 ATTACHMENT 2 22-SW-LEL-1204 Page 2 of 23 ($6,000,000), to be used for reimbursing the AGENCY for eligible Project expenses as described in Section 3 herein (“Funding Amount”). The Parties acknowledge and agree that the Funding Amount may be less than the actual cost of the Project. Nevertheless, the Parties acknowledge and agree that WRCOG shall not be obligated to contribute TUMF Program Funds in excess of the maximum TUMF share identified in the TUMF Nexus Study (“Maximum TUMF Share”), as may be amended from time to time. 3. Project Costs Eligible for Advance/Reimbursement. The total Project costs (“Total Project Cost”) may include the following items, provided that such items are included in the scope of work attached hereto as Exhibit “A” (“Scope of Work”): (1) AGENCY and/or consultant costs associated with direct Project coordination and support; (2) funds expended in preparation of preliminary engineering studies; (3) funds expended for preparation of environmental review documentation for the Project; (4) all costs associated with right-of-way acquisition, including right-of-way engineering, appraisal, acquisition, legal costs for condemnation procedures if authorized by the AGENCY, and costs of reviewing appraisals and offers for property acquisition; (5) costs reasonably incurred if condemnation proceeds; (6) costs incurred in the preparation of plans, specifications, and estimates by AGENCY or consultants; (7) AGENCY costs associated with bidding, advertising and awarding of the Project contracts; (8) construction costs, including change orders to construction contract approved by the AGENCY; (9) construction management, field inspection and material testing costs; and (10) any AGENCY administrative cost to deliver the Project. 4. Ineligible Project Costs. The Total Project Cost shall not include the following items which shall be borne solely by the AGENCY without reimbursement: (1) any AGENCY administrative fees attributed to the reviewing and processing of the Project; and (2) expenses for items of work not included within the Scope of Work in Exhibit “A”. 5. Procedures for Distribution of TUMF Program Funds to AGENCY. (a) Initial Payment by the AGENCY. The AGENCY shall be responsible for initial payment of all the Project costs as they are incurred. Following payment of such Project costs, the AGENCY shall submit invoices to WRCOG requesting reimbursement of eligible Project costs. Each invoice shall be accompanied by detailed contractor invoices, or other demands for payment addressed to the AGENCY, and documents evidencing the AGENCY’s payment of the invoices or demands for payment. Documents evidencing the AGENCY’S payment of the invoices shall be retained for four (4) years and shall be made available for review by WRCOG. The AGENCY shall submit invoices not more often than monthly and not less often than quarterly. (b) Review and Reimbursement by WRCOG. Upon receipt of an invoice from the AGENCY, WRCOG may request additional documentation or explanation of the Project costs for which reimbursement is sought. Undisputed amounts shall be paid by WRCOG to the AGENCY within thirty (30) days. In the event that WRCOG disputes the eligibility of the AGENCY for reimbursement of all or a portion of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in resolving the dispute, the AGENCY may appeal WRCOG’s decision as to the eligibility of one or more invoices to WRCOG’s Executive Director. The WRCOG Executive Director shall DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 66 22-SW-LEL-1204 Page 3 of 23 provide his/her decision in writing. If the AGENCY disagrees with the Executive Director’s decision, the AGENCY may appeal the decision of the Executive Director to the full WRCOG Executive Committee, provided the AGENCY submits its request for appeal to WRCOG within ten (10) days of the Executive Director’s written decision. The decision of the WRCOG Executive Committee shall be final. Additional details concerning the procedure for the AGENCY’s submittal of invoices to WRCOG and WRCOG’s consideration and payment of submitted invoices are set forth in Exhibit “B”, attached hereto and incorporated herein by reference. (c) Funding Amount/Adjustment. If a post Project audit or review indicates that WRCOG has provided reimbursement to the AGENCY in an amount in excess of the Maximum TUMF Share of the Project, or has provided reimbursement of ineligible Project costs, the AGENCY shall reimburse WRCOG for the excess or ineligible payments within 30 days of notification by WRCOG. 6. Increases in Project Funding. The Funding Amount may, in WRCOG’s sole discretion, be augmented with additional TUMF Program Funds if the TUMF Nexus Study is amended to increase the maximum eligible TUMF share for the Project. Any such increase in the Funding Amount must be approved in writing by WRCOG’s Executive Director. In no case shall the amount of TUMF Program Funds allocated to the AGENCY exceed the then -current maximum eligible TUMF share for the Project. No such increased funding shall be expended to pay for any Project already completed. For purposes of this Agreement, the Project or any portion thereof shall be deemed complete upon its acceptance by WRCOG’s Executive Director which shall be communicated to the AGENCY in writing. 7. No Funding for Temporary Improvements. Only segments or components of the construction that are intended to form part of or be integrated into the Project may be funded by TUMF Program Funds. No improvement which is temporary in nature, including but not limited to temporary roads, curbs, tapers or drainage facilities, shall be funded with TUMF Program Funds, except as needed for staged construction of the Project. 8. AGENCY’s Funding Obligation to Complete the Project. In the event that the TUMF Program Funds allocated to the Project represent less than the total cost of the Project, the AGENCY shall provide such additional funds as may be required to complete the Project. 9. AGENCY’s Obligation to Repay TUMF Program Funds to WRCOG; Exception For PA&ED Phase Work. Except as otherwise expressly excepted within this paragraph, in the event that: (i) the AGENCY, for any reason, determines not to proceed with or complete the Project; or (ii) the Project is not timely completed, subject to any extension of time granted by WRCOG pursuant to the terms of this Agreement; the AGENCY agrees that any TUMF Program Funds that were distributed to the AGENCY for the Project shall be repaid in full to WRCOG, and the Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism. If the Project involves work pursuant to a PA&ED phase, AGENCY shall not be obligated to repay TUMF Program Funds to WRCOG relating solely to PA&ED phase work performed for the Project. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 67 22-SW-LEL-1204 Page 4 of 23 10. AGENCY local match funding is not required, as shown in Exhibit “A” and as called out in the AGENCY’s Project Nomination Form submitted to WRCOG in response to its Call for Projects. 11. Term/Notice of Completion. The term of this Agreement shall be from the date first herein above written until the earlier of the following: (i) the date WRCOG formally accepts the Project as complete, pursuant to Section 6; (ii) termination of this Agreement pursuant to Section 15; or (iii) the AGENCY has fully satisfied its obligations under this Agreement. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 12. Representatives of the Parties. WRCOG’s Executive Director, or his or her designee, shall serve as WRCOG’s representative and shall have the authority to act on behalf of WRCOG for all purposes under this Agreement. The AGENCY hereby designates Jason Simpson, City Manager, or his or her designee, as the AGENCY’s representative to WRCOG. The AGENCY’s representative shall have the authority to act on behalf of the AGENCY for all purposes under this Agreement and shall coordinate all activities of the Project under the AGENCY’s responsibility. The AGENCY shall work closely and cooperate fully with WRCOG’s representative and any other agencies which may have jurisdiction over or an interest in the Project. 13. Expenditure of Funds by AGENCY Prior to Execution of Agreement. Nothing in this Agreement shall be construed to prevent or preclude the AGENCY from expending funds on the Project prior to the execution of the Agreement, or from being reimbursed by WRCOG for such expenditures. However, the AGENCY understands and acknowledges that any expenditure of funds on the Project prior to the execution of the Agreement is made at the AGENCY’s sole risk, and that some expenditures by the AGENCY may not be eligible for reimbursement under this Agreement. 14. Review of Services. The AGENCY shall allow WRCOG’s Representative to inspect or review the progress of the Project at any reasonable time in order to determine whether the terms of this Agreement are being met. 15. Termination. (a) Notice. Either WRCOG or AGENCY may, by written notice to the other party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the other Party, by giving written notice to the other party of such termination and specifying the effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. (b) Effect of Termination. In the event that the AGENCY terminates this Agreement, the AGENCY shall, within 180 days, repay to WRCOG any unexpended TUMF Program Funds provided to the AGENCY under this Agreement and shall complete any portion or segment of work for the Project for which TUMF Program Funds have been provided. In the event that WRCOG terminates this Agreement, WRCOG shall, within 90 days, distribute to the DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 68 22-SW-LEL-1204 Page 5 of 23 AGENCY TUMF Program Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the AGENCY regarding the Project at the time of the notice of termination; provided, however, that WRCOG shall be entitled to exercise its rights under Section 5(b), including but not limited to conducting a review of the invoices and requesting additional information. Upon such termination, the AGENCY shall, within 180 days, complete any portion or segment of work for the Project for which TUMF Program Funds have been provided. This Agreement shall terminate upon receipt by the non-terminating Party of the amounts due to it hereunder and upon completion of the segment or portion of Project work for which TUMF Program Funds have been provided. (c) Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 16. Prevailing Wages. The AGENCY and any other person or entity hired to perform services on the Project are alerted to the requirements of California Labor Code Sections 1770 et seq., which would require the payment of prevailing wages were the services or any portion thereof determined to be a public work, as defined therein. The AGENCY shall ensure compliance with these prevailing wage requirements by any person or entity hired to perform the Project. The AGENCY shall defend, indemnify, and hold harmless WRCOG, its officers, employees, consultants, and agents from any cl aim or liability, including without limitation attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code Sections 1770 et seq. 17. Progress Reports. WRCOG may request the AGENCY to provide WRCOG with progress reports concerning the status of the Project. 18. Indemnification. (a) AGENCY Responsibilities. In addition to the indemnification required under Section 16, the AGENCY agrees to indemnify and hold harmless WRCOG, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of the AGENCY or its subcontractors. The AGENCY will reimburse WRCOG for any expenditures, including reasonable attorneys’ fees, incurred by WRCOG, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of the AGENCY. (b) WRCOG Responsibilities. WRCOG agrees to indemnify and hold harmless the AGENCY, its officers, agents, consultants, and employees from any and all claims, demands, costs or liability arising from or connected with all activities governed by this Agreement including all design and construction activities, due to negligent acts, errors or omissions or willful misconduct of WRCOG or its sub-consultants. WRCOG will reimburse the AGENCY for any expenditures, including reasonable attorneys’ fees, incurred by the AGENCY, in defending against claims ultimately determined to be due to negligent acts, errors or omissions or willful misconduct of WRCOG. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 69 22-SW-LEL-1204 Page 6 of 23 (c) Effect of Acceptance. The AGENCY shall be responsible for the professional quality, technical accuracy and the coordination of any services provided to complete the Project. WRCOG’s review, acceptance or funding of any services performed by the AGENCY or any other person or entity under this Agreement shall not be construed to operate as a waiver of any rights WRCOG may hold under this Agreement or of any cause of action arising out of this Agreement. Further, the AGENCY shall be and remain liable to WRCOG, in accordance with applicable law, for all damages to WRCOG caused by the AGENCY’s negligent performance of this Agreement or supervision of any services provided to complete the Project. 19. Insurance. The AGENCY shall require, at a minimum, all persons or entities hired to perform the Project to obtain, and require their subcontractors to obtain, insurance of the types and in the amounts described below and satisfactory to the AGENCY and WRCOG. Such insurance shall be maintained throughout the term of this Agreement, or until completion of the Project, whichever occurs last. (a) Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shal l apply separately to the Project or be no less than two times the occurrence limit. Such insurance shall: (i) Name WRCOG and AGENCY, and their respective officials, officers, employees, agents, and consultants as insured with respect to performance of the services on the Project and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; (ii) Be primary with respect to any insurance or self-insurance programs covering WRCOG and AGENCY, and/or their respective officials, officers, employees, agents, and consultants; and (iii) Contain standard separation of insured provisions. (b) Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. (c) Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design or engineering professionals. (d) Workers’ Compensation Insurance. Workers’ compensation insurance with statutory limits and employers’ liability insurance with limits of not less than $1,000,000.00 each accident. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 70 22-SW-LEL-1204 Page 7 of 23 20. Project Amendments. Changes to the characteristics of the Project, including the deadline for Project completion, and any responsibilities of the AGENCY or WRCOG may be requested in writing by the AGENCY and are subject to the approval of WRCOG’s Representative, which approval will not be unreasonably withheld, provided that extensions of time for completion of the Project shall be approved in the sole discretion of WRCOG’s Representative. Nothing in this Agreement shall be construed to require or allow completion of the Project without full compliance with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.; “CEQA”) and the National Environmental Policy Act of 1969 (42 USC 4231 et seq.), if applicable, but the necessity of compliance with CEQA and/or NEPA shall not justify, excuse, or permit a delay in completion of the Project. 21. Conflict of Interest. For the term of this Agreement, no member, officer or employee of the AGENCY or WRCOG, during the term of his or her service with the AGENCY or WRCOG, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 22. Limited Scope of Duties. WRCOG’s and the AGENCY’s duties and obligations under this Agreement are limited to those described herein. WRCOG has no obligation with respect to the safety of any Project performed at a job site. In addition, WRCOG shall not be liable for any action of AGENCY or its contractors relating to the condemnation of property undertaken by AGENCY or construction related to the Project. 23. Books and Records. Each party shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Project under this Agreement. They shall make available for examination by the other party, its authorized agents, officers or employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the other party pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or employees such other evidence or information as they may require with respe ct to any such expense or disbursement charged by them. All such information shall be retained by the Parties for at least four (4) years following termination of this Agreement, and they shall have access to such information during the four-year period for the purposes of examination or audit. 24. Equal Opportunity Employment. The Parties represent that they are equal opportunity employers and they shall not discriminate against any employee or applicant of reemployment because of race, religion, color, national origin, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 25. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 26. Attorneys’ Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and costs of suit. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 71 22-SW-LEL-1204 Page 8 of 23 27. Time of Essence. Time is of the essence for each and every provision of this Agreement. 28. 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. 29. Public Acknowledgement. The AGENCY agrees that all public notices, news releases, information signs and other forms of communication shall indicate that the Project is being cooperatively funded by the AGENCY and WRCOG TUMF Program Funds. 30. No Joint Venture. This Agreement is for funding purposes only and nothing herein shall be construed to make WRCOG a party to the construction of the Project or to make it a partner or joint venture with the AGENCY for such purpose. 31. Compliance With the Law. The AGENCY shall comply with all applicable laws, rules and regulations governing the implementation of the Qualifying Project, including, where applicable, the rules and regulations pertaining to the participation of businesses owned or controlled by minorities and women promulgated by the Federal Highway Admini stration and the Federal Department of Transportation. 32. Notices. All notices hereunder and communications regarding interpretation of the terms of this Agreement or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: If to AGENCY: City of Lake Elsinore 130 South Main Street Lake Elsinore, California 92530 Attention: Jason Simpson, City Manager Telephone: (951) 674-3124 Facsimile: (951) 471-1261 If to WRCOG: Western Riverside Council of Governments 3390 University Avenue; Suite 200 Riverside, California 92501 Attention: Christopher Gray, Deputy Executive Director Telephone: (951) 405-6710 Facsimile: (951) 223-9720 Any notice so given shall be considered served on the other party three (3) days after deposit in the U.S. mail, first class postage prepaid, return receipt requested, 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. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 72 22-SW-LEL-1204 Page 9 of 23 33. Integration; Amendment. This Agreement contains the entire agreement between the PARTIES. Any agreement or representation respecting matters addressed herein that are not expressly set forth in this Agreement is null and void. This Agreement may be amended only by mutual written agreement of the PARTIES. 34. Severability. If any term, provision, condition or covenant of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby. 35. Conflicting Provisions. In the event that provisions of any attached appendices or 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 Agreement. 36. Independent Contractors. Any person or entities retained by the AGENCY or any contractor shall be retained on an independent contractor basis and shall not be employees of WRCOG. Any personnel performing services on the Project shall at all times be under the exclusive direction and control of the AGENCY or contractor, whichever is applicable. The AGENCY or contractor shall pay all wages, salaries and other amounts due such personnel in connection with their performance of services on the Project and as required by law. The AGENCY or consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers’ compensation insurance. 37. Effective Date. This Agreement shall not be effective until executed by both Parties. The failure of one party to execute this Agreement within forty-five (45) days of the other party executing this Agreement shall render any execution of this Agreement ineffective. 38. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. [SIGNATURES ON FOLLOWING PAGE] DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 73 22-SW-LEL-1204 Page 10 of 23 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives to be effective on the day and year first above-written. WESTERN RIVERSIDE COUNCIL CITY OF LAKE ELSINORE OF GOVERNMENTS By: Date: By: Date: Dr. Kurt Wilson Natasha Johnson Executive Director Mayor Approved to Form: Approved to Form: By: Date: By: Date: Steven C. DeBaun Barbara Leibold General Counsel City Attorney Attestation: By: Date: Candice Alvarez, MMC City Clerk DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 2/15/2023 4/3/2023 4/24/2023 4/24/20234/24/23 74 22-SW-LEL-1204 Exhibit A Page 11 of 23 EXHIBIT “A” SCOPE OF WORK SCOPE OF WORK: This TUMF Reimbursement is for the Final Plans, Specifications, and Estimate (PS&E) Phase only. Final PS&E includes the development of the plans, specifications, and construction cost estimate; obtaining any resource agency permits, and advertisement/award of the construction contract. From approved FTIP: CONS NEW I-15/FRANKLIN ST INC, CONST AUX LNS FROM FRANKLIN ST IC TO MAI NST IC & FROM FRANKLIN ST IC TO RR CYN IC, REALIGN & RECONSTRUCT MAIN ST SB ON RAMP FROM 1-2 LNS, ON WS OF I-15 CONST AUTO CENTER DR EXTNSN FROM EX FRANKLIN ST TO ADOBE ST & ON ES OF I-15 AND CONST CNY ESTATE DR EXT FROM EX FRANKLIN ST TO CAMINO DEL NORTE DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 75 22-SW-LEL-1204 Exhibit A – 1 Page 12 of 23 EXHIBIT “A-1” ESTIMATE OF COST Phase TUMF LOCAL TOTAL PA&ED PS&E $6,000,000 $2,000,000 $8,000,000 RIGHT OF WAY CONSTRUCTION TOTAL $6,000,000 $2,000,000 $8,000,000 DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 76 22-SW-LEL-1204 Exhibit A – 2 Page 13 of 23 EXHIBIT “A-2” PROJECT SCHEDULE TIMETABLE: This TUMF Reimbursement is for Final PS&E Phase only. Final PS&E is anticipated to begin February 2023 with estimated completion date of February 2025. Phase Estimated Completion Date Estimated Cost Comments PA&ED August 2017 $3,786,801 PA&ED completed with RR Canyon IC PS&E February 2025 $8,000,000 Est. Start Date: February 2023 RIGHT OF WAY February 2026 $8,000,000 CONSTRUCTION July 2028 $80,000,000 TOTAL $99,786,801 DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 77 22-SW-LEL-1204 Exhibit B Page 14 of 23 Elements of Compensation EXHIBIT “B” PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES 1. For professional services, WRCOG recommends that the AGENCY incorporate this Exhibit “B-1” into its contracts with any subcontractors to establish a standard method for preparation of invoices by contractors to the AGENCY and ultimately to WRCOG for reimbursement of AGENCY contractor costs. 2. Each month the AGENCY shall submit an invoice for eligible Project costs incurred during the preceding month. The original invoice shall be submitted to WRCOG’s Executive Director with a copy to WRCOG’s Project Coordinator. Each invoice shall be accompanied by a cover letter in a format substantially similar to that of Exhibit “B-2”. 3. For jurisdictions with large construction projects (with the total construction cost exceeding $10 million) under construction at the same time, may with the approval of WRCOG submit invoices to WRCOG for payment at the same time they are received by the jurisdiction. WRCOG must receive the invoice by the 5th day of the month in order to process the invoice within 30 days. WRCOG will retain 10% of the invoice until all costs have been verified as eligible and will release the balance at regular intervals not more than quarterly and not less than semi-annually. If there is a discrepancy or ineligible costs that exceed 10% of the previous invoice WRCOG will deduct that amount from the next payment. 4. Each invoice shall include documentation from each contractor used by the AGENCY for the Project, listing labor costs, subcontractor costs, and other expenses. Each invoice shall also include a monthly progress report and spreadsheets showing the hours or amounts expended by each contractor or subcontractor for the month and for the entire Project to date. Samples of acceptable task level documentation and progress reports are attached as Exhibits “B-4” and “B-5”. All documentation from the Agency’s contractors should be accompanied by a cover letter in a format substantially similar to that of Exhibit “B-3”. 5. If the AGENCY is seeking reimbursement for direct expenses incurred by AGENCY staff for eligible Project costs, the AGENCY shall provide the same level of information for its labor and any expenses as required of its contractors pursuant to Exhibit “B” and its attachments. 6. Charges for each task and milestone listed in Exhibit “A” shall be listed separately in the invoice. 7. Each invoice shall include a certification signed by the AGENCY Representative or his or her designee which reads as follows: DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 78 22-SW-LEL-1204 Exhibit B Page 15 of 23 “I hereby certify that the hours and salary rates submitted for reimbursement in this invoice are the actual hours and rates worked and paid to the contractors or subcontractors listed. Signed ________________________________ Title __________________________________ Date __________________________________ Invoice No. ____________________________ 8. WRCOG will pay the AGENCY within 30 days after receipt by WRCOG of an invoice. If WRCOG disputes any portion of an invoice, payment for that portion will be withheld, without interest, pending resolution of the dispute, but the uncontested balance will be paid. 9. The final payment under this Agreement will be made only after: (I) the AGENCY has obtained a Release and Certificate of Final Payment from each contractor or subcontractor used on the Project; (ii) the AGENCY has executed a Release and Certificate of Final Payment; and (iii) the AGENCY has provided copies of each such Release to WRCOG. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 79 22-SW-LEL-1204 Exhibit B-1 Page 16 of 23 EXHIBIT “B-1” [Sample for Professional Services] For the satisfactory performance and completion of the Services under this Agreement, Agency will pay the Contractor compensation as set forth herein. The total compensation for this service shall not exceed (_____INSERT WRITTEN DOLLAR AMOUNT___) ($___INSERT NUMERICAL DOLLAR AMOUNT___) without written approval of Agency’s City Manager [or applicable position] (“Total Compensation”). 1. ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows: 1.1.1 DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Contractor's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Contractor's personnel appears in Section 2 below.) 1.1.2 MULTIPLIER The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is _________________, and is the sum of the following components: 1.1.2.1 Direct Salary Costs ____________________ 1.1.2.2 Payroll Additives ____________________ The Decimal Ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. 1.1.2.3 Overhead Costs ____________________ DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 80 22-SW-LEL-1204 Exhibit B-1 Page 17 of 23 The Decimal Ratio of Allowable Overhead Costs to the Contractor Firm's Total Direct Salary Costs. Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. Total Multiplier ____________________ (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) 1.2 FIXED FEE. 1.2.1 The fixed fee is $______________________. 1.2.2 A pro-rata share of the Fixed Fee shall be applied to the total Direct Labor Costs expended for services each month, and shall be included on each monthly invoice. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: ITEM REIMBURSEMENT RATE [___insert charges___] Per Diem $ /day Car mileage $ /mile Travel $ /trip Computer Charges $ /hour Photocopies $ /copy Blueline $ /sheet LD Telephone $ /call Fax $ /sheet Photographs $ /sheet Travel by air and travel in excess of 100 miles from the Contractor's office nearest to Agency’s office must have Agency's prior written approval to be reimbursed under this Agreement. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 81 22-SW-LEL-1204 Exhibit B-1 Page 18 of 23 2. DIRECT SALARY RATES Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 1.1.1 above, are given below and are subject to the following: 2.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in Paragraph 1.1.2 above. 2.2 Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Contractor's adjustments to individual compensation. The Contractor shall notify Agency in writing prior to a change in the range of rates included herein, and prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES [___sample___] Principal $ .00 - $ .00/hour Project Manager $ .00 - $ .00/hour Sr. Engineer/Planner $ .00 - $ .00/hour Project Engineer/Planner $ .00 - $ .00/hour Assoc. Engineer/Planner $ .00 - $ .00/hour Technician $ .00 - $ .00/hour Drafter/CADD Operator $ .00 - $ .00/hour Word Processor $ .00 - $ .00/hour 2.3 The above rates are for the Contractor only. All rates for subcontractors to the Contractor will be in accordance with the Contractor's cost proposal. 3. INVOICING. 3.1 Each month the Contractor shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to Agency's Executive Director with two (2) copies to Agency's Project Coordinator. 3.2 Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed in writing by Agency's Representative. 3.3 Base Work and Extra Work shall be charged separately, and the charges for each task and Milestone listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Contractor under this Agreement shall be listed separately on an attachment to the invoice. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 82 22-SW-LEL-1204 Exhibit B-1 Page 19 of 23 3.4 A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by substantiating documentation satisfactory to Agency such as invoices, telephone logs, etc. 3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. 3.6 If applicable, each invoice shall indicate payments to DBE subcontractors or supplies by dollar amount and as a percentage of the total invoice. 3.7 Each invoice shall include a certification signed by the Contractor's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed _____________________________ Title _____________________________ Date _____________________________ Invoice No. _____________________________ 4. PAYMENT 4.1 Agency shall pay the Contractor within four to six weeks after receipt by Agency of an original invoice. Should Agency contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance shall be paid. 4.2 The final payment for Services under this Agreement will be made only after the Contractor has executed a Release and Certificate of Final Payment. DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 83 22-SW-LEL-1204 Exhibit B-2 Page 20 of 23 EXHIBIT B-2 Sample Cover Letter to WRCOG Date Western Riverside Council of Governments 3390 University Avenue; Suite 450 Riverside, California 92501 Attention: Deputy Executive Director ATTN: Accounts Payable Re: Project Title - Invoice #__ Enclosed for your review and payment approval is the AGENCY’s invoice for professional and technical services that was rendered by our contractors in connection with the 2002 Measure “A” Local Streets and Roads Funding per Agreement No. ________ effective (Month/Day/Year) . The required support documentation received from each contractor is included as backup to the invoice. Invoice period covered is from Month/Date/Year to Month/Date/Year . Total Authorized Agreement Amount: $0,000,000.00 Total Invoiced to Date: $0,000,000.00 Total Previously Invoiced: $0,000,000.00 Balance Remaining: $0,000,000.00 Amount due this Invoice: $0,000,000.00 =========== I certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the contractors listed. By: _____________________________ Name Title cc: DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 84 22-SW-LEL-1204 Exhibit B-3 Page 21 of 23 EXHIBIT B-3 Sample Letter from Contractor to AGENCY Month/Date/Year Western Riverside Council of Governments 3390 University Avenue; Suite 200 Riverside, California 92501 Attention: Deputy Executive Director Attn: Accounts Payable Invoice #____________ For [type of services] rendered by [contractor name] in connection with [name of project] This is per agreement No. XX-XX-XXX effective Month/Date/Year . Invoice period covered is from Month/Date/Year to Month/Date/Year . Total Base Contract Amount: $000,000.00 Authorized Extra Work (if Applicable) $000,000.00 ------------------ TOTAL AUTHORIZED CONTRACT AMOUNT: $000,000.00 Total Invoice to Date: $000,000.00 Total Previously Billed: $000,000.00 Balance Remaining: $000,000.00 Amount Due this Invoice: $000,000.00 ========== I certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed, By: ____________________ Name Title DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 85 22-SW-LEL-1204 Exhibit B-4 Page 22 of 23 EXHIBIT B-4 SAMPLE TASK SUMMARY SCHEDULE (OPTIONAL) DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 86 22-SW-LEL-1204 Exhibit B-5 Page 23 of 23 EXHIBIT B-5 Sample Progress Report REPORTING PERIOD: Month/Date/Year to Month/Date/Year PROGRESS REPORT: #1 A. Activities and Work Completed during Current Work Periods TASK 01 – 100% PS&E SUBMITTAL 1. Responded to Segment 1 comments from Department of Transportation 2. Completed and submitted Segment 1 final PS&E B. Current/Potential Problems Encountered & Corrective Action Problems Corrective Action None None C. Work Planned Next Period TASK 01 – 100% PS&E SUBMITTAL 1. Completing and to submit Traffic Signal and Electrical Design plans 2. Responding to review comments DocuSign Envelope ID: 5D649715-5B77-41E7-9407-772918D2F85B 87 AGENDA ITEM 6J Agenda Item 6J RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Bryce Johnston, Senior Capital Projects Manager Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Agreement with Falcon Engineering Services to provide Construction Management Services for State Route 60 Truck Lanes Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-31-164-04, Amendment No. 4 to Agreement No. 18-31-164-00, with Falcon Engineering Services Inc. (Falcon) for construction management (CM), services for the State Route 60 Truck Lanes project for an additional amount of $151,818, and a total amount not to exceed $17,664,366; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission. BACKGROUND INFORMATION: The SR-60 Truck Lanes project (Project) is located east of Moreno Valley from Gilman Springs Road to Jack Rabbit Trail. The project scope includes an eastbound truck climbing lane and a westbound truck descending lane plus inside and outside standard shoulders along a 4.5-mile stretch of SR-60. The Project is designed to enhance safety and improve operations. The Project is a combination of a Caltrans-sponsored safety project to construct shoulders and the Commission’s project to construct the truck lanes, as well as a Caltrans-sponsored pavement rehabilitation project. DISCUSSION: On December 12, 2018, the Commission awarded Agreement No. 18-31-164-00 to Falcon to perform CM, materials testing, construction surveying, and environmental monitoring services for the Project in the amount of $15,920,498, plus a contingency amount of $1,592,050, for a total not to exceed of $17,512,548. To address Caltrans’ pre-award audit findings, the contract was reduced by $163,529. This resulted in the execution of the contract with Falcon in the amount of $15,756,969, plus a contingency amount of $1,755,579, for a total not to exceed of 88 Agenda Item 6J $17,512,548. There have been three amendments to the agreement with no change to original commission authorization, which addressed the following: • Changed Paleontology monitoring hours from twice a week to whenever roadway excavation was performed, per the revised Caltrans Paleontology Mitigation Plan issued on May 16, 2019; • Increased oversight working hours from 40 hours per week to 60 hours per week for the period from August 2019 to February 2022, to provide oversight for extended construction hours; • Increased surveying in support of slope failure scope and additional environmental scope; • Increased source inspection for steel soldier piles and galvanized members installed to protect Edison power pole; • Increased oversight for Plant Establishment scope of service; • Increased oversight for additional slope stabilization scope to obtain Notice of Termination from Water Board; • Increased oversight for installation of Caltrans District 8 Real Time Network Station, an innovation GPS technology which serves the District with safer and more efficient means of collecting accurate data which provides 3D positioning in real time for various Caltrans needs; • Increased inspection and coordination with Western Riverside County Regional Conservation Authority (RCA) and County Parks for the wildlife corridor camera specifications and setup; and • Increased oversight for installation of wildlife corridor monitoring cameras, and vehicle access prevention barriers. The Project is currently in its final closeout stage and punch list items are being addressed. The extremely wet winter experienced in 2023, has resulted in a number of issues that have delayed the completion of the Project. These issues are summarized as follows: • Delay in the completion of punch list items due to wet conditions, which resulted in Falcon providing staff beyond their demobilization date. Punch list work included crack repair, delineation, slope protection, guardrail repair, fence repair, and installation of boulders. • Various slope repair and stabilization: Slopes for the Project were constructed in accordance with the Caltrans design plans at a 1:1 ratio. Historically, slopes within the SR-60 corridor have experienced surficial slope failure. Caltrans recommended that 89 Agenda Item 6J additional slope stabilization be performed and completed as a project punch-list item. However, due to extreme wet season experienced in winter 2023, slopes continued to fail and slide onto the roadway, causing damage to shoulders, drainage swells, and right of way fence. Falcon provided oversight for work performed by construction contractor to repair, stabilize, and reinstall the right of way fence. • Emergency Repair for Road Settlement: Due to the roadway settlement in the area of the 20’x20’ wildlife crossing, investigation, monitoring, coordination with Caltrans, and oversight of emergency and permanent repair were performed. The issues noted above have exhausted all of the available contingency in the current Falcon agreement and additional funds are now needed in order to permit Falcon to complete CM services through completion of punch list items, road settlement permanent repair, and closeout of the Project. FISCAL IMPACT: Funding Sources and Budget Expenditure Schedule Fund Source FY 2023/24 FY2024/25+ Total This Amendment GL/Project Accounting No. State Transportation Improvement Program (STIP) $131,818 $20,000 $151,818 003029 Financial Information In Fiscal Year Budget: Yes Year: FY 2023/24 FY 2024/25+ Amount: $131,818 $20,000 Source of Funds: SB1 STIP Budget Adjustment: No GL/Project Accounting No.: 003029 81302 00000 0000 262 31 81301 Construction Management Fiscal Procedures Approved: Date: 08/14/2023 Attachments: 1) Amendment No. 4 (Falcon) Proposal 2) Draft Agreement No. 18-31-164-04 Amendment No. 04 with Falcon 90 Agenda Item 6J Approved by the Western Riverside County Programs and Projects Committee on August 28, 2023 In Favor: 11 Abstain: 0 No: 0 91 CM Agreement Change Notice – Agreement 18-31-164-00 – Falcon Engineering Services, Inc Construction Management Services for Route 60 Truck Lanes project Date: 6/5/2023 Per Agreement paragraph 11, Scope of Services, and paragraph19, Fees and Payment, the following work is added to the agreement: Scope description: •Construction Management services were needed to be extended due to: o An extremely wet winter season has delayed the completion of the punch-list and Caltrans issuing relief of maintenance. o The wet winter season caused multiple Slope failures that had to be addressed. o Settlement of the roadway section near the RCB at STA 735+00 is being addressed through emergency repairs. Description Amount Falcon Engineering Services* $ 151,818.21 * Attached for reference (SR-60 Truck Lanes - Amendment #4.xlsx) Total cost of change is $ 151,818.21 ATTACHMENT 1 92 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Note: Mark-ups are Not Allowed Prime X Subconsultant _____2nd Tier Subconsultant Consultant Contract No.Date 6/5/2023 DIRECT LABOR Hours 120 168 88 300 100 LABOR COSTS a) Subtotal Direct Labor Costs b) Anticipated Salary Increases (see page 2 for sample) c) TOTAL DIRECT LABOR COSTS [(a) + (b)] FRINGE BENEFITS d) Fringe Benefits Rate: 0.00% e) TOTAL FRINGE BENEFITS [(c) x (d)] INDIRECT COSTS f) Overhead Rate: 137.55%g) Overhead [(c) x (f)] h) General & Administrative Rate: 0.00%i) General & Administrative [(c) x (h)] j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] FEE (Profit) q) Rate:10.00%k) TOTAL FIXED PROFIT [(c) + (j)] x (q)] l) CONSULTANT OTHER DIRECT COSTS (ODC) ITEMIZE Unit(s)Unit Cost m) SUBCONSULTANT'S COST (Add additional pages if necessary) $0.00 $0.00 $0.00 Environmental close-out $0.00 Subconsultant 6: Surveying Closeout $0.00 Plant Establishment $0.00 Subconsultant 7: $0.00 l) TOTAL OTHER DIRECT COSTS $0.00 Subconsultant 1: Subconsultant 4: Subconsultant 5: Subconsultant 2: Subconsultant 3: Subconsultant 8: m) TOTAL SUBCONSULTANTS' COSTS $0.00 n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)]$0.00 TOTAL COST [(c) + (j) + (k) + (n)]$151,818.21 $79,916.55 $13,801.66 Description Total Field Office $0.00 $0.00 $58,100.00 $0.00 $79,916.55 $0.00 $0.00 $0.00 $0.00 Construction Survey Bill Henry, PLS $65.00 $6,500.00 $58,100.00 Office Engineer/Labor Compliance Sarah Alina $68.00 $0.00 Roadway/Structures Inspector Maliha Malik Roadway/Electrical Inspector Salvador Orozco $68.00 $0.00 Roadway/Structures Inspector Ahmed Shalaldeh $68.00 $20,400.00 $68.00 $0.00 EXHIBIT 10-H1 COST PROPOSAL Page 1 of 2 ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) FALCON Engineering Service, Inc Classification/Title Name Actual Hourly Rate Total SWPPP Review & Safety Dion Castro, QSD/P, ToR $75.00 $6,600.00 Project Controls Moh'd Khalaileh, PE $75.00 $12,600.00 Project Manager/Resident Engineer Kurt Pegg, PE $100.00 $12,000.00 Assistant Resident Engineer Tariq Malik, PE $90.00 $0.00 93 NOTES: 3. Anticipated salary increases calculation (page 2) must accompany. January 2018 EXHIBIT 10-H1 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: Prime Consultant or Subconsultant Certifying: Name: Signature: Email: Address: List of services the consultant is providing under the proposed contract. *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. Construction Management and Inspection LPP 15-01 1020 Aquino Circle Corona, CA 92879 Date of Certification: June 5, 2023 wfaqih@falcon-ca.com Phone Number:(951) 264-2350 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Wael Faqih, PE Title*:Vice President I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Services 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. 94 Agreement No. 18-31-164-04 AMENDMENT NO. 4 TO AGREEMENT WITH FALCON ENGINEERING SERVICES INCORPORATED FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE STATE ROUTE 60 TRUCK LANE PROJECT 1.PARTIES AND DATE This Amendment No. 4 to Agreement for Construction Management Services ("Amendment No. 4") is entered into as of this day of October, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and FALCON ENGINEERING SERVICES INCORPORATED ("Consultant"), a California corporation. 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 18-31- 164-00, dated January 16, 2019, (the "Master Agreement") for the purpose of providing construction management services for the State Route 60 Truck Lane Project (the "Project") 2.2 The Commission and Consultant entered into Amendment No. 1 to the Master Agreement, dated December 3, 2021, in order to provide additional funding to compensate Consultant for additional services required for the Project. 2.3 The Commission and the Consultant entered into Amendment No. 2 to Master Agreement dated July 12, 2022, in order to provide additional funding to compensate Consultant for additional Consultant services required for the Project. 2.4 The Commission and the Consultant entered into Amendment No. 3 to Master Agreement dated November 8, 2022, in order to provide additional funding to compensate Consultant for additional Consultant services required for the Project 2.5 The Commission and the Consultant now desire to amend the Master Agreement in order to provide additional funding to compensate Consultant for additional Consultant services required for the Project. ATTACHMENT 2 95 3. TERMS 3.1 The Services, as that term is defined in the Master Agreement, shall be amended to include the additional services required to complete the Project, as further described in Exhibit "A" attached to this Amendment No. 4 and incorporated herein by reference. 3.2 The maximum compensation to be provided under this Amendment No. 4 for the Services as set forth in the attached Exhibit "A" shall not exceed One Hundred Fifty-One Thousand, Eight Hundred Eighteen Dollars ($151,818), as further detailed in Exhibit "B" attached to this Amendment No. 4 and incorporated herein by reference. 3.3 The total not to exceed contract value of the Master Agreement, as amended by this Amendment No. 4, is Seventeen Million, Six Hundred Sixty-Four Thousand, Three Hundred Sixty-Five Dollars ($17,664,365). 3.4 Except as amended by this Amendment No. 4, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. 3.5 This Amendment No. 4 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6 A manually signed copy of this Amendment No. 4 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 4 for all purposes. This Amendment No. 4 may be signed using an electronic signature. 3.7 This Amendment No. 4 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 96 SIGNATURE PAGE TO AGREEMENT NO. 18-31-164-04 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY FALCON ENGINEERING TRANSPORTATION COMMISSION SERVICES INCORPORATED By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM ATTEST: By: By: Best Best & Krieger LLP General Counsel Its: President / Chief Financial Officer * 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. 97 EXHIBIT A SCOPE OF SERVICES 98 CM Agreement Change Notice – Agreement 18-31-164-00 – Falcon Engineering Services, Inc Construction Management Services for Route 60 Truck Lanes project Date: 6/5/2023 Per Agreement paragraph 11, Scope of Services, and paragraph19, Fees and Payment, the following work is added to the agreement: Scope description: • Construction Management services were needed to be extended due to: o An extremely wet winter season has delayed the completion of the punch-list and Caltrans issuing relief of maintenance. o The wet winter season caused multiple Slope failures that had to be addressed. o Settlement of the roadway section near the RCB at STA 735+00 is being addressed through emergency repairs. Description Amount Falcon Engineering Services* $ 151,818.21 * Attached for reference (SR-60 Truck Lanes - Amendment #4.xlsx) Total cost of change is $ 151,818.21 99 EXHIBIT B COMPENSATION 100 Local Assistance Procedures Manual EXHIBIT 10-H1 Cost Proposal Note: Mark-ups are Not Allowed Prime X Subconsultant _____2nd Tier Subconsultant Consultant Contract No.Date 6/5/2023 DIRECT LABOR Hours 120 168 88 300 100 LABOR COSTS a) Subtotal Direct Labor Costs b) Anticipated Salary Increases (see page 2 for sample) c) TOTAL DIRECT LABOR COSTS [(a) + (b)] FRINGE BENEFITS d) Fringe Benefits Rate: 0.00% e) TOTAL FRINGE BENEFITS [(c) x (d)] INDIRECT COSTS f) Overhead Rate: 137.55%g) Overhead [(c) x (f)] h) General & Administrative Rate: 0.00%i) General & Administrative [(c) x (h)] j) TOTAL INDIRECT COSTS [(e) + (g) + (i)] FEE (Profit) q) Rate:10.00%k) TOTAL FIXED PROFIT [(c) + (j)] x (q)] l) CONSULTANT OTHER DIRECT COSTS (ODC) ITEMIZE Unit(s)Unit Cost m) SUBCONSULTANT'S COST (Add additional pages if necessary) $0.00 $0.00 $0.00 Environmental close-out $0.00 Subconsultant 6: Surveying Closeout $0.00 Plant Establishment $0.00 Subconsultant 7: $0.00 l) TOTAL OTHER DIRECT COSTS $0.00 Subconsultant 1: Subconsultant 4: Subconsultant 5: Subconsultant 2: Subconsultant 3: Subconsultant 8: m) TOTAL SUBCONSULTANTS' COSTS $0.00 n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS [(l)+(m)]$0.00 TOTAL COST [(c) + (j) + (k) + (n)]$151,818.21 $79,916.55 $13,801.66 Description Total Field Office $0.00 $0.00 $58,100.00 $0.00 $79,916.55 $0.00 $0.00 $0.00 $0.00 Construction Survey Bill Henry, PLS $65.00 $6,500.00 $58,100.00 Office Engineer/Labor Compliance Sarah Alina $68.00 $0.00 Roadway/Structures Inspector Maliha Malik Roadway/Electrical Inspector Salvador Orozco $68.00 $0.00 Roadway/Structures Inspector Ahmed Shalaldeh $68.00 $20,400.00 $68.00 $0.00 EXHIBIT 10-H1 COST PROPOSAL Page 1 of 2 ACTUAL COST-PLUS-FIXED FEE OR LUMP SUM (FIRM FIXED PRICE) CONTRACTS (DESIGN, ENGINEERING AND ENVIRONMENTAL STUDIES) FALCON Engineering Service, Inc Classification/Title Name Actual Hourly Rate Total SWPPP Review & Safety Dion Castro, QSD/P, ToR $75.00 $6,600.00 Project Controls Moh'd Khalaileh, PE $75.00 $12,600.00 Project Manager/Resident Engineer Kurt Pegg, PE $100.00 $12,000.00 Assistant Resident Engineer Tariq Malik, PE $90.00 $0.00 101 NOTES: 3. Anticipated salary increases calculation (page 2) must accompany. January 2018 EXHIBIT 10-H1 COST PROPOSAL Page 3 of 3 Certification of Direct Costs: Prime Consultant or Subconsultant Certifying: Name: Signature: Email: Address: List of services the consultant is providing under the proposed contract. *An individual executive or financial officer of the consultant’s or subconsultant’s organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the cost proposal for the contract. Construction Management and Inspection LPP 15-01 1020 Aquino Circle Corona, CA 92879 Date of Certification: June 5, 2023 wfaqih@falcon-ca.com Phone Number:(951) 264-2350 6. 48 Code of Federal Regulations Part 9904 - Cost Accounting Standards Board (when applicable) All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements. Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Caltrans accepted Indirect Cost Rate(s). Wael Faqih, PE Title*:Vice President I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements: 1. Generally Accepted Accounting Principles (GAAP) 2. Terms and conditions of the contract 3. Title 23 United States Code Section 112 - Letting of Contracts 4. 48 Code of Federal Regulations Part 31 - Contract Cost Principles and Procedures 5. 23 Code of Federal Regulations Part 172 - Procurement, Management, and Administration of Engineering and Design Related Services 1. Key personnel must be marked with an asterisk (*) and employees that are subject to prevailing wage requirements must be marked with two asterisks (**). All costs must comply with the Federal cost principles. Subconsultants will provide their own cost proposals. 2. The cost proposal format shall not be amended. Indirect cost rates shall be updated on an annual basis in accordance with the consultant’s annual accounting period and established by a cognizant agency or accepted by Caltrans. 102 AGENDA ITEM 6K Agenda Item 6K RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Bryce Johnston, Senior Capital Projects Manager Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Agreement with Vali Cooper & Associates, Inc. to Provide Construction Management Services, Materials Testing, and Construction Surveying for the Interstate 215/Placentia Avenue Interchange Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-31-148-04, Amendment No. 4 to Agreement No. 18-31-148-00, with Vali Cooper & Associates, Inc. (Vali Cooper), for construction management (CM) services for the Interstate 215/Placentia Avenue Interchange, in the amount of $100,560, plus a contingency amount of $10,056, for an additional amount of $110,616, and a total amount not to exceed of $6,551,659; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the amendment on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the Project. BACKGROUND INFORMATION: The Mid County Parkway Project (MCP) has been under development by the Commission since 2002. The purpose of the MCP is to provide a transportation facility that effectively and efficiently accommodates regional west-east movement of people, goods, and services between and through the cities of Perris and San Jacinto. The I-215/Placentia Avenue Interchange (Project) in the city of Perris is the first segment of the MCP to be constructed, which includes a new interchange at I-215/Placentia Avenue and four lanes on Placentia Avenue between East Frontage Road and Indian Avenue, connecting to the existing two-lane section of Placentia Avenue between Indian Avenue and Perris Boulevard. 103 Agenda Item 6K At its January 2016 meeting, the Commission authorized staff to proceed with design and right of way (ROW) acquisition for the Project as the first construction contract for MCP notwithstanding the legal challenges. In June 2018, the Commission entered into a settlement agreement to resolve the legal challenges. DISCUSSION: In January 2019, the Commission awarded a contract to Vali Cooper to perform CM, materials testing, and construction surveying services for the Project in the amount of $5,496,274, plus a contingency amount of $549,627, and a total not to exceed of $6,045,901. To address Caltrans’ pre-award audit findings, the contract was reduced by $35,407. This resulted in the execution of the contract with Vali Cooper in the amount of $5,460,867, plus a contingency amount of $585,034.00, and a total not to exceed of $6,045,901. There have been three amendments to the agreement with one resulting in a change in the original Commission authorization amount, the amendments were required to add drone services, extend the CM service to match the construction duration, and additional funds to replenish the CM contract contingency to ensure an adequate budget to address anticipated construction contract change orders. The Project was anticipated to be completed in February 2023, however number of issues have delayed the Project completion. These issues are summarized as follows: • Overhead Powerline Removal: The Project’s scope of work includes the installation of signal poles at the intersection of Harvill Avenue / Placentia Avenue. At this intersection, a sequence of construction activities was to proceed the Project contractor’s installation of signal poles. Riverside County’s contractor was to complete installation of underground powerline, followed by Southern California Edison (SCE) removing overhead powerlines. Activities to remove the overhead powerlines were delayed by six months and due to this delay, the installation of signal poles for the project concluded on June 06, 2023, with an eight-month delay in overall Project completion. • Fiber Optic: During the design phase of the Project, a vault to tie into the existing highway fiber optic system was identified and approved by Caltrans. During construction the vault was determined to not be a viable connection point, which lead to several alternate locations being identified and vetted. Caltrans accepted an alternate vault location and related fiber optic design on February 16, 2023. The alternate fiberoptic tie-in location added 3,792 ft of fiber optic cable, conduit and directional boring. The work was completed and accepted by Caltrans on March 16, 2023. • Relocation of Pull box at Gore Area: All pull boxes for ramp metering systems were installed in accordance with the project approved plans and specifications. During the field punch list review, the Caltrans safety review committee identified that all pull boxes installed at the left side of the on-ramp and off-ramp lanes (in the gore area) needed to be relocated to the right side of the lanes, for the safety of maintenance personnel. This 104 Agenda Item 6K requirement was added to Caltrans punch list as a precondition to grant relief from maintenance for the Project. The pull box location design change was approved by Caltrans on April 16, 2023, and work was completed on May 25, 2023, final testing and acceptance is now pending Caltrans approval. • Install Additional Advance Detector Loop: All vehicle detector loops were installed in accordance with project approved plans and specifications. The left turn from eastbound Placentia Avenue to the northbound on-ramp has two lanes, and the vehicle movement was managed by sharing the same advanced detection channel. During the field punch list review, Caltrans identified that in order for an accurate vehicle count to be obtained, each lane needed an advanced detection channel of its own. This new scope required the installation of new loop and communication cable to be pulled to the cabinet. The work was completed on April 18, 2023, and accepted by Caltrans on April 20, 2023. Southern California Edison • Streetlights at County Area (Placentia Avenue / Harvill Avenue): The Placentia Avenue / Harvill intersection streetlight foundations and underground electrical infrastructure were installed in accordance with the Project’s approved plans and specifications. On November 18, 2023, during the effort to install new meters for streetlights, SCE noted that Project plans for foundations and conduit size did not meet SCE standards and required SCE to redesign the streetlight foundations and infrastructure, otherwise Riverside County and SCE would not be able to accept the Project and provide future maintenance after Project completion. The final SCE design was provided on March 23, 2023, and required installation of new conduit using open excavation. This construction method would result in the damage of all sidewalks, horse trails, and slopes constructed for the Project. RCTC is negotiating with SCE to allow for the construction method of directional boring instead of open excavations. Upon final agreement with SCE Vali Cooper will perform oversight of the construction activities. An assumption of Vali Cooper’s effort has been made and included in this amendment. Vandalism The Project experienced the following vandalism events which required rework and additional protection: • Streetlight Wiring over Placentia Avenue Overcrossing and Overhead Bridges (November 28, 2022) - All streetlight wiring (approximately 4,000 ft of wiring) was stolen from the conduits and electrical pull boxes were damaged. • Caltrans ROW Chain Link Fence (November 28, 2022) – The northbound on-ramp fence (240 ft) was stolen. • Railroad ROW Slatted Chain Link Fence (January 01, 2023) - The southbound on-ramp fence (280 ft) was stolen. To prevent future vandalism, it required extraordinary efforts to secure the fence by welding the fence to 491 posts with 2,946 weld locations. 105 Agenda Item 6K • Streetlight Wiring over Placentia Avenue Overcrossing and Overhead bridges (March 9, 2023) – For the second time, all streetlight wiring (approximately 4,000 ft of wire) was stolen, and the electrical pull boxes were damaged. All metal pull boxes were welded, and fiberglass pull boxes were sealed with epoxy to prevent future vandalism. • Caltrans ROW Chain Link Fence (May 11, 2022) – Northbound on-ramp fence (310 ft) was stolen. The issues noted above have exhausted the available contingency in the Vali Cooper agreement for the Project and additional funds are now needed to permit CM services for Caltrans punch list items, SCE additional scope, plant establishment, and closeout of the Project. FISCAL IMPACT: Funding Sources and Budget Expenditure Schedule Fund Source FY 2023/24 FY 2023/24+ Total This Amendment GL/Project Accounting No. Measure A Western County (WC) New Corridors Funds $55,308 $0 $55,308 002317 SB1 Local Partnership $55,308 $0 $55,308 002317 Total Funds $110,616 $0 $110,616 002317 Budget Expenditure Schedule Financial Information In Fiscal Year Budget: Yes Year: FY 2023/24 Amount: $110,616 Source of Funds: Measure A WC New Corridors Budget Adjustment: No GL/Project Accounting No.: 002317 81302 00000 0000 261 31 81301 Construction Management Fiscal Procedures Approved: Date: 08/11/2023 Attachments: 1) Draft Agreement No. 18-31-164-04 Amendment No. 04 with Vali Cooper 2) Additional Fund Estimate 106 Agenda Item 6K Approved by the Western Riverside County Programs and Projects Committee on August 28, 2023 In Favor: 11 Abstain: 0 No: 0 107 17336.00000\40295217.2 Agreement No. 18-31-148-04 AMENDMENT NO. 4 TO AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING FOR THE INTERSTATE 215/PLACENTIA AVENUE INTERCHANGE PROJECT WITH VALI COOPER & ASSOCIATES, INC. 1.PARTIES AND DATE This Amendment No. 4 to the Agreement for construction management services, materials testing, and construction surveying is made and entered into as of this ___ day of ________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and VALI COOPER & ASSOCIATES, INC. ("Consultant"), a California corporation. 2.RECITALS 2.1 The Commission and Consultant have entered into an agreement dated May 10, 2019, for the purpose of providing the construction management services, materials testing, and construction surveying for the Interstate 215/Placentia Avenue Interchange Project (the "Master Agreement"). 2.2 The Commission and Consultant entered into Amendment No. 1 to the Master Agreement, dated August 6, 2020, in order to provide additional compensation for additional services for the Interstate 215/Placentia Avenue Interchange Project. 2.3 The Commission and Consultant entered into Amendment No. 2 to the Master Agreement, dated August 3, 2022, in order to provide additional compensation for additional 100 working days of construction duration, one-year plant establishment period and environmental reviews. 2.4 The Commission and Consultant entered into Amendment No. 3 to the Master Agreement, dated February 1, 2023, in order to provide additional compensation for additional and extended services required for the Interstate 215/Placentia Avenue Interchange Project. 2.5 The parties now desire to amend the Master Agreement in order to provide additional compensation for additional services required for the Interstate 215/Placentia Avenue Interchange Project, as described in more detail in the attached Exhibit “A”. ATTACHMENT 1 108 17336.00000\40295217.2 3. TERMS 3.1 The Services, as that term is defined in the Master Agreement, shall be amended to include additional services required for completion of the Project, as further set forth in Exhibit “A” attached to this Amendment No. 3 and incorporated herein by reference. 3.2 The maximum compensation for Services performed pursuant to this Amendment No. 4 shall be Thirty-Five Thousand, Nine Hundred Twenty- Two Dollars ($35,922). 3.3 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 4, shall be Six Million, Four Hundred Forty-For Thousand, Forty-Three Dollars ($6,441,043). 3.4 Except as amended by this Amendment No. 4, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.5 This Amendment No. 4 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.6 This Amendment No. 4 may be signed in counterparts, each of which shall constitute an original. 3.7 A manually signed copy of this Amendment No. 4 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 4 for all purposes. This Amendment No. 4 may be signed using an electronic signature. [Signatures on following page] 109 17336.00000\40295217.2 SIGNATURE PAGE TO AGREEMENT NO. 18-31-148-04 IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first herein above written. RIVERSIDE COUNTY VALI COOPER & ASSOCIATES TRANSPORTATION COMMISSION By: By: __________________________ Anne Mayer, Executive Director Signature __________________________ Name __________________________ Title APPROVED AS TO FORM ATTEST: By: By: Best & Krieger LLP Counsel to Riverside County Its: Transportation Commission * 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. 3 110 EXHIBIT "A" AMENDMENT NO. 4 SCOPE OF SERVICES Additional compensation to provide oversight due to the following: • Delay in Overhead Powerline Removal • New Location for Fiber Optic Tie-in Vault • Relocation of Gore Area Pull Boxes • Installation of additional Advance Detector Loop System • Revised Streetlighting infrastructure west of Placentia Ave OH Bridge • Streetlight Electrical Vandalism [attached behind this page] 111 Unit Rate Hr Dollars Hr Dollars Hr Dollars Hr Dollars Hr Dollars Olimpia Infante 96.41 160 15,425.60 160 15,425.60 160 15,425.60 140 13,497.40 120 11,569.20 Albert Murillo 152.04 2 304.08 2 304.08 2 304.08 0.00 0.00 Amy Comte 164.16 8 1,313.28 8 1,313.28 Patel Jagdish 242.04 2 484.08 2 484.08 2 484.08 2 484.08 2 484.08 Total Labor 17,527.04 17,527.04 16,213.76 13,981.48 12,053.28 ProCore 150.00 150.00 150.00 150.00 150.00 FCCM = 0.04% of Labor 7.01 7.01 6.49 5.59 4.82 Total Prime Consultant Costs 157.01 157.01 156.49 155.59 154.82 David Evans and Associates Surveying 66.32 60 3,979.20 40 2,652.80 20 1,326.40 Dynamic Engineering Services - Labor Compliance 214.55 12 2,574.60 12 2,574.60 12 2,574.60 Electrical Inspector 197.90 8 1,583.20 8 1,583.20 HDR Leighton Consulting, Inc. LSA Associates, Inc. Westbound Communication ZT Consulting Group, Inc. Ghirardelli Associates Gannett Fleming 226.70 8 1,813.60 4 906.80 4 906.80 SubConsultants Total 9,950.60 7,717.40 4,807.80 0.00 0.00 Total 27,634.65 25,401.45 21,178.05 14,137.07 12,208.10 100,559.32 Rounded 100,560 Eden 001208 Authorization Contract Amount 18-31-148-00 Award 6,045,901 5,460,867 18-31-148-01 AMD-01 32,830 18-31-148-02 AMD-02 552,204 18-31-148-03 AMD-03 395,142 359,220 Current Contract Amount 6,441,043 6,405,121 18-31-148-04 AMD-04 100,560 100,560 Contingency 10,056 Additional Authorization 110,616 100,560 Total Not To Exceed 6,551,659 September October November December January ATTACHMENT 2 112 AGENDA ITEM 6L Agenda Item 6L RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Bryce Johnston, Senior Capital Projects Manager Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Reporting of Contract Change Orders for Construction Contracts STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file the Quarterly Report of Contract Change Orders for Construction Contracts for the three months ended June 30, 2023. BACKGROUND INFORMATION: During the past quarter, April through June 2023, the Commission has had the following projects under construction: 1. Mid County Parkway (MCP) Placentia project 2. SR-71 / SR-91 Interchange Project 3. I-15 Railroad Canyon Interchange project 4. MVMF Platform and Track Expansion 5. SR-60 Truck Lanes Project 6. 15/91 Express Lanes Connector DISCUSSION: At the direction of the Executive Committee at its March 2021 meeting, a report will be filed each quarter listing the construction contract change orders that were issued in the previous quarter. The following table summarizes the Contract Change Orders that occurred in the second quarter (4th quarter of Fiscal Year 2022/23). 113 Agenda Item 6L FISCAL IMPACT: The Contract Change Orders were executed using available contingency authorized with the construction contract for each project. 114 AGENDA ITEM 6M Agenda Item 6M RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Lorelle Moe-Luna, Multimodal Services Director THROUGH: Anne Mayer, Executive Director SUBJECT: Contract Authority for On-Call Multimodal Transit/Rail Consulting Services BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Amendment No. 1 to the following agreements to provide on-call multimodal transit/rail consulting services for a five-year term to extend the agreements for an additional amount of $8,000,000 and a total amount not to exceed $13,000,000: a) Agreement No. 23-25-002-01 to HDR Engineering, Inc.; b) Agreement No. 23-25-016-01 to HNTB Corporation; c) Agreement No. 23-25-017-01 to Jacobs Engineering Group, Inc.; d) Agreement No. 23-25-018-01 to Mott MacDonald Group, Inc.; e) Agreement No. 23-25-019-01 to STV Incorporated; f) Agreement No. 23-25-020-01 to WSP USA Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, 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: At the September 2022 Commission meeting, an on-call bench of consultants for multimodal transit/rail consulting services was approved for a total aggregate contract value of $5,000,000. The purpose of the on-call bench is to provide consultant services for multimodal operations, planning, and development support services over a five-year term. An on-call bench is not a guarantee that a consultant will receive work. Utilizing an on-call bench allows staff to issue a task order request and execute a purchase order from qualified consultants to streamline the procurement process. Having the on-call bench has proven to be efficient and effective for various grants, feasibility studies, and other planning efforts with short or aggressive timeframes. This is an exciting time for multimodal projects with a greater emphasis and more funding available for transit and rail projects. The multimodal transit/rail on-call bench focuses on 115 Agenda Item 6M planning, feasibility studies and analyses looking for ways to provide the best transportation options for county residents. Below is a list of sample projects that could be developed or updated over the next few years: 1. Next Generation Rail Study 2. Rail Stations First/Last Mile Active Transportation Plan 3. Express Bus Study 4. Grade Separation Funding Priority Strategy 5. Warehousing and Logistics Truck Fee Study 6. Ridership Forecasting and Service Planning Models 7. Future Growth Market Assessments and Operational Analyses 8. Transit Oriented Development Plans 9. Future Rail Station Parking Needs Assessment 10. Rail Crossing Safety Improvements/Quiet Zone Plans 11. Zero Emission Bus Transition and Implementation Plan 12. Emerging Technology Feasibility Studies 13. Financial and Revenue Analyses 14. Sustainability and Climate Resiliency Studies These consultant services are important to support the Commission’s ability to plan and develop capital and service improvements that allow for the efficient and effective use of the limited transportation funding. At the time of approval of the current on-call bench, staff did not foresee the award of $5,000,000 in planning grants from the Southern California Association of Governments’ Regional Early Action Planning 2.0 Program. The Commission was successful in applying for two grants: $3,000,000 to conduct a Core Capacity Innovative Transit Study which will help develop a 30-year vision of a fully integrated, multimodal public transportation network using advanced technology and infrastructure design, and $2,000,000 to conduct a Station Feasibility and Transit Oriented Development Plan on behalf of the city of Coachella to identify the future terminus and layover facility of the Coachella Valley Rail Project. These awards in addition to another pending grant in the amount of $3,000,000 that the Commission is partnering on with Amtrak and the city of Palm Springs would exceed the current contract authority of the on-call bench; therefore, staff recommends amending the agreements with the selected firms (Attachments 1 through 6) to increase the aggregate contract value from $5,000,000 to $13,000,000 to account for these projects. FISCAL IMPACT: There is no fiscal impact at this time as the projects anticipated to begin in Fiscal Year 2023/24 have been included in the approved annual budget. The 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 116 Agenda Item 6M 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. The projects/task orders issued will either be funded with federal or state grants or local funds and will be accounted for in the respective budget year. Financial Information In Fiscal Year Budget: Yes Year: FY 2023/24 FY 2024/25+ Amount: $5,000,000 $3,000,000 Source of Funds: Local Transportation Funds Regional Early Action Planning Grants Budget Adjustment: No GL/Project Accounting No.: 004201 81501 00000 0000 103 25 81501 $3,000,000 103 65 81501 $5,000,000 Fiscal Procedures Approved: Date: 08/14/2023 Attachments: 1) Draft Agreement No. 23-25-002-01 with HDR Engineering, Inc. 2) Draft Agreement No. 23-25-016-01 with HNTB Corporation 3) Draft Agreement No. 23-25-017-01 with Jacobs Engineering Group, Inc. 4) Draft Agreement No. 23-25-018-01 with Mott MacDonald Group, Inc. 5) Draft Agreement No. 23-25-019-01 with STV Incorporated 6) Draft Agreement No. 23-25-020-01 with WSP USA Inc. Approved by the Budget and Implementation Committee on August 28, 2023 In Favor: 10 Abstain: 0 No: 0 117 Agreement No. 23-25-002-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH HDR ENGINEERING, INC. 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and HDR ENGINEERING, INC. ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-002-00 dated December 2, 2022 for the purpose of providing on- call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 1 118 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 119 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY HDR ENGINEERING, INC. TRANSPORTATION COMMISSION __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 120 Agreement No. 23-25-016-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH HNTB CORPORATION 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and HNTB CORPORATION ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-016-00 dated March 6, 2023 for the purpose of providing on-call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 2 121 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 122 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY HNTB CORPORATION TRANSPORTATION COMMISSION __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 123 Agreement No. 23-25-017-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH JACOBS ENGINEERING GROUP, INC. 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and JACOBS ENGINEERING GROUP, INC. ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-017-00 dated January 11, 2023 for the purpose of providing on- call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 3 124 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 125 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY JACOBS ENGINEERING TRANSPORTATION COMMISSION GROUP INC. __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 126 Agreement No. 23-25-018-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH MOTT MACDONALD GROUP, INC. 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and MOTT MACDONALD GROUP, INC. ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-018-00 dated December 15, 2022 for the purpose of providing on-call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 4 127 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 128 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY MOTT MACDONALD GROUP TRANSPORTATION COMMISSION INC. __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 129 Agreement No. 23-25-019-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH STV INCORPORATED 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and STV INCORPORATED ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-019-00 dated November 21, 2022 for the purpose of providing on-call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3. TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 5 130 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 131 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY STV INCORPORATED TRANSPORTATION COMMISSION __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 132 Agreement No. 23-25-020-01 AMENDMENT NO. 1 AGREEMENT FOR ON-CALL MULTIMODAL TRANSIT/RAIL CONSULTING SERVICES WITH WSP USA INC. 1.PARTIES AND DATE This Amendment No. 1 to the Agreement for on-call multimodal transit/rail consulting services entered into as of this______ day of___________, 2023, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and WSP USA INC. ("Consultant"). 2.RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 23-25-020-00 dated December 13, 2022 for the purpose of providing on-call multimodal transit/rail consulting services (the “Master Agreement”). 2.2 The Commission and the Consultant now desire to further amend the Master Agreement in order to add additional compensation for continued on-call multimodal transit-rail consulting services. 3.TERMS 3.1 The maximum compensation for Services performed pursuant to this Amendment No. 1 shall be an aggregate of Eight Million Dollars ($8,000,000). 3.2 The total not-to-exceed aggregate amount of the Master Agreement, as amended by this Amendment No. 1, shall be Thirteen Million Dollars ($13,000,000). 3.3 Except as amended by this Amendment No. 1, all provisions of the Master Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. 3.4 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. ATTACHMENT 6 133 2 3.5 A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature. 3.6 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [SIGNATURES ON FOLLOWING PAGE] 134 3 SIGNATURE PAGE TO AGREEMENT NO. 23-25-002-01 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first herein above written. RIVERSIDE COUNTY WSP USA INC. TRANSPORTATION COMMISSION __________________________ Signature By:___________________________ __________________________ Anne Mayer, Executive Director Name __________________________ Title APPROVED AS TO FORM ATTEST: By: _______________________ By: ______________________ Best Best & Krieger General Counsel Its: _______________________ * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 135 AGENDA ITEM 6N Agenda Item 6N RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Eric DeHate, Transit Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2023/24 State of Good Repair Program Allocations BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Resolution No. 23-007, “Resolution of the Riverside County Transportation Commission Approving the FY 2023/24 Project List for the California State of Good Repair Program”; 2) Approve an allocation of $4,573,788 related to Fiscal Year 2023/24 State of Good Repair (SGR) program funds to eligible Riverside County transit operators; 3) Approve an increase of $30,582 in the FY 2023/24 budget for SGR revenues to reflect updated SCO estimates; 4) Authorize the Executive Director, or designee, to review, approve and submit projects to Caltrans which are consistent with SGR program guidelines and to execute and submit required documents for the SGR program, including the Authorized Agent Form; and 5) Authorize the Executive Director, or designee, to approve administrative amendments to the FY 2023/24 Short Range Transit Plans (SRTPs) for incorporation of the SGR funds, as necessary. BACKGROUND INFORMATION: The SGR program was established through Senate Bill (SB) 1 in April 2017 and is funded from a portion of the new Transportation Improvement Fee on vehicle registrations. SGR provides approximately $105 million annually to transit operators in California for eligible transit maintenance, rehabilitation, and capital projects. Funds are apportioned similar to the State Transit Assistance program formula, utilizing two categories for funding: population and transit operator revenues. Apportionments by population are discretionary and fall under Public Utilities Code (PUC) 99313, and apportionments based on transit operator revenues are non- discretionary and fall under PUC 99314. Apportionments for both PUC 99313 and 99314 are determined by the State Controller’s Office (SCO). The total estimated amount of SGR funds available to Riverside County for FY 2023/24 is $4,573,788. Of this amount, $3,934,416 is apportioned by population under PUC 99313, and will 136 Agenda Item 6N be sub-allocated by the Commission. PUC 99314 provides $639,372 directly to the transit operators as determined by the SCO. As the Regional Transportation Planning Agency for Riverside County, the Commission has the following responsibilities: • Receive and allocate SGR funds to transit operators based on local needs (PUC 99313) and based on formula amounts published by the SCO (PUC 99314); • Via board resolution, approve the annual list of SGR projects submitted by the public transit operators and ensure funds are expended on SGR-eligible activities; • Complete an updated authorized agent form; and • Comply with all relevant federal and state laws, regulations, and policies for funding. In order to receive funding for FY 2023/24, by September 1, the Commission is required to submit to Caltrans a resolution, which confirms the Commission is an eligible project sponsor and may receive, distribute, concur and approve the list of projects, which are to be funded under the SGR program. Revised SGR funding amounts were released on August 1, 2023. Due to the board meeting schedule, Caltrans approved the Commission’s request to submit an approved resolution and project list by September 30. Staff recommends approval of Resolution No. 23-007, which is included as Attachment 1 to the report. Sub-allocations for PUC 99313 are apportioned by the Commission based on need and the amounts allocated to each operator is presented in Attachment 2. Staff expects that transit operators will program these funds in their FY 2024/25 SRTP, but they may request an amendment to the current SRTP if needed. It is important to note that the funding allocation is an estimate provided by the SCO. Actual funds received are based on the Transportation Improvement Fee collected on vehicle registrations. Most funding sources the Commission oversees have a fund balance, which provides stability in changes to economic conditions and allows projects and programs to move forward even during economic uncertainty. Caltrans requires all SGR funds to be programmed and operators are encouraged to use these funds as expeditiously as possible. While Caltrans prefers this type of programming, it can leave little to no fund balance, which can affect project estimates. Staff included the February 2023 SCO estimates for SGR funding allocations concurrently with the annual SRTP allocation process approved by the Commission in June. Staff did not include the resolution during that process anticipating a revised estimate in August from the SCO and subsequent board authorization. The August 2023 estimate provided by the SCO, shows an increase of 0.78 percent or $30,582 above the February 2023 estimate that was included in the FY 2023/24 budget. As such, staff recommends a budget increase to include these revenues. Any decreases in funding allocations will be within the approved amount the Commission authorizes and can be amended administratively. Any increases in funding allocations to the transit 137 Agenda Item 6N operators beyond this amount will be brought back to the Commission for approval during the mid-year staff report. FISCAL IMPACT: Funds are distributed to the Commission quarterly from the SCO with the final payment expected in September 2024. $4,543,206 of SGR funds were already included in the Commission’s FY 2023/24 budget. The additional funds from the revised August estimate are not included in the FY 2023/24 budget. Financial Information In Fiscal Year Budget: No Year: FY 2023/24 Amount: $30,582 Source of Funds: SB1 State of Good Repair Budget Adjustment: Yes GL/Project Accounting No.: 00222X 401 4230X 0000 242 62 4230X (SGR revenues by various geographic area/project numbers) Fiscal Procedures Approved: Date: 08/14/2023 Attachments: 1) Resolution No. 23-007 2) SGR FY 2023/24 Allocations by Operator Approved by the Budget and Implementation Committee on August 28, 2023 In Favor: 10 Abstain: 0 No: 0 138 Attachment 1 RESOLUTION NO. 23-007 RESOLUTION OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION APPROVING THE FY 2023/24 PROJECT LIST FOR THE CALIFORNIA STATE OF GOOD REPAIR PROGRAM WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act 2017, established the State of Good Repair (SGR) program to fund eligible transit maintenance, rehabilitation and capital project activities that maintain the public transit system in a state of good repair; and WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and may receive and distribute State Transit Assistance – SGR funds to eligible project sponsors (local agencies) for eligible transit capital projects; WHEREAS, the Riverside County Transportation Commission distributes SGR funds to eligible project sponsors (local agencies) under its regional jurisdiction; and WHEREAS, the Riverside County Transportation Commission concurs with and approves the attached project list for the SGR Program funds; and NOW, THEREFORE, BE IT RESOLVED, that the Riverside County Transportation Commission hereby approves the SB 1 SGR Project List for FY 2023/24; and 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 document and applicable statutes, regulations and guidelines for all SGR funded transit capital projects. NOW, THEREFORE, BE IT RESOLVED, that the Executive Director or designee is hereby authorized to submit a request for Scheduled Allocation of the SB 1 SGR funds and to execute the related grant applications, forms and agreements, including the Authorized Agent Form. APPROVED AND ADOPTED this 13th day of September, 2023. _____________________________________ Robert E. Magee, Chair Riverside County Transportation Commission ATTEST: _________________________________ Lisa Mobley, Clerk of the Board Riverside County Transportation Commission 139 Bus Rail Bus RailPUC 99313 Discretionary 2,195,732 707,489 973,133 58,062 3,934,416City of Banning 57,703City of Beaumont 56,488City of Corona 75,297City of Riverside 44,557Riverside Transit Agency 1,961,687PUC 99314 Non-Discretionar 218,056 292,511 126,867 0 1,938 639,372City of Banning 2,297City of Beaumont 3,512City of Corona 4,703City of Riverside 5,443Riverside Transit Agency 202,101Total FY 23/24 SGR Funding 2,413,788 1,000,000 1,100,000 0 60,000 4,573,788 Rev. 8/8/2023 Agency PUC 99313 PUC 99314 Total SGR Allocation Project NumberCity of Banning 57,703 2,297 $60,000 25-TBDCity of Beaumont 56,488 3,512 $60,000 25-TBDCity of Corona 75,297 4,703 $80,000 25-TBDCity of Riverside 44,557 5,443 $50,000 25-TBDPalo Verde Valley Transit Agency 58,062 1,938 $60,000 25-TBDRCTC707,489 292,511 $1,000,000 25-TBD Riverside Transit Agency 1,961,687 202,101 $2,163,788 25-TBDSunLine Transit Agency 973,133 126,867 $1,100,000 25-TBDGrand Totals 3,934,416 639,372 $4,573,788 Facility, Maintenance, Safety and Revenue/Support Vehicle Replacements, Enhancements and UpgradesFuel Cell Electric Bus (1) Capitalized Preventative MaintenanceMaintenance Climatization Project Rail Stations - Capital Rehabilitation Capitalized Preventative MaintenanceProject: Vehicle Lifts Replacement of Video Surveillance Equipment FY 2023/24 State of Good Repair (SGR) Funding AllocationState Controller's Office Transmittal Letter of August 1, 2023 (Revised Estimate) FY 23/24 SGR PROPOSED PROJECT LISTING Proposed Project Description Western Riverside Coachella Valley Palo Verde Valley Total ATTACHMENT 2 AGENDA ITEM 7 Agenda Item 7 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Erik Galloway, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for Comprehensive Professional Services and Software as a Service with Transmax for the Interstate 15 SMART Freeway Pilot Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 23-031-035-00 to Transmax Pty Ltd (Transmax) for comprehensive professional services for the Interstate 15 SMART Freeway Pilot Project (Project), in the amount of $1,889,038 plus a contingency amount of $283,356 for a total amount not to exceed $2,172,394; 2) Award Agreement No. 23-031-034-00 to Transmax for Software as a Service (SaaS) for the Project in the amount $2,510,237, plus a contingency amount of $376,536 for a total amount not to exceed $2,886,773; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; 4) Authorize the Executive Director, or designee, to approve contingency work as may be required for the Project; and 5) Authorize the Executive Director or designee, pursuant to legal counsel review, to execute non-funding amendments to the agreements on behalf of the Commission. BACKGROUND INFORMATION: At the Annual Commission Workshop held on January 31, 2020, a presentation was provided about technology-based traffic management strategies, referred to as “SMART Freeways”. This meeting launched a feasibility study for a pilot project along the I-15 from the San Diego County line to Winchester Road in Temecula. The proposed pilot project would control traffic using a software called STREAMS, developed by an Australian company called Transmax. Subsequently on September 28, 2020, Interstate 15 Corridor Ad Hoc Committee received an update on the project status which outlined the framework for the next steps after completion of the feasibility study. 140 Agenda Item 7 At the May 12, 2021, Commission meeting, the Commission awarded Agreement No. 21-31-063-00 to WSP USA Inc. (WSP), to provide professional services for preliminary engineering, environmental documents, final design, construction support, and operation support services for the Project. In addition, the Committee approved Agreement No. 21-31-059-00 with Caltrans to obtain State Highway Operation and Protection Program (SHOPP) Minor Funds contribution of $1.2 million towards the Project’s construction. At the November 9, 2022, Commission meeting, the Commission approved the award of Agreement No. 22-31-098-00 to Anser Advisory for construction management services, materials testing, and construction surveying for the Project. Project Scope The scope of the Project is to add active traffic management strategies to the northbound direction of I-15 from the San Diego County line to Winchester Road in the city of Temecula. The integrated traffic management system was developed by the Victoria Department of Transport (VDOT) and implemented by Transmax in Australia and will be a first-of-kind approach in California. The system has been extensively used in Melbourne’s Managed Motorway system and extends over 100 miles of freeway. The system and software to be utilized have been piloted in the United States between 2021 to 2022 on I-25 in Colorado as part of Colorado Department of Transportation (CDOT) SMART 25 project. In addition, Contra Costa Transportation Authority (CCTA) is developing a similar project on the I-680 called the Innovate 680 program. CCTA’s program will utilize STREAMs software as well as other ITS Systems and elements utilized in Melbourne’s Managed Motorway system. The Project to be implemented on I-15 will include the following elements: • Improvements to the northbound entrance ramps at Temecula Parkway and Rancho California Road, including pavement widening, barriers, and miscellaneous civil improvements; (civil improvements); • Installation of an Intelligent Transportation System, which includes enhanced traffic detection devices consisting of traditional loop detectors, TIRTLs (The Infra-Red Traffic Logger) and Coordinated Adaptive Ramp Metering (CARM) at northbound Temecula Parkway, Rancho California Road, and Winchester Parkway (ITS improvements); and • Implementation of the STREAMS software platform provided by Transmax to monitor and operate the CARM system during the two-year pilot period. This pilot Project will construct the improvements and operate the system for two years. Regular monitoring reports will be prepared during the operations phase and presented to the Commission and Caltrans. The reports will compare the performance of the system to established criteria. The criteria that will be used in this assessment include travel time and savings, average speeds, traffic flow during peak periods, decrease in congestion time, ramp meter queue length and duration. At the end of the pilot period, the Commission, in 141 Agenda Item 7 partnership with Caltrans, will assess the data and reports to decide whether to continue operating the system after the pilot period. During the pilot period, discussions will be held with Caltrans to identify funding and the necessary agreements to allow for the continued operation of the SMART freeway system if the results are positive and it is determined to continue the systems operation under Caltrans management. Project Status After the May 12, 2021, Commission meeting, RCTC staff and the consultant team commenced development of the environmental and design documents for the project. As of July 5, 2023, the 100 percent design submittal has been issued to Caltrans for review and approval. It is anticipated that the design and all necessary documents, approvals, and funding authorizations will allow for advertisement for construction by late 2023. During project planning it was noted that the French Valley Parkway Project Phase II(FVPW) improvements would fall within the Project’s footprint. The FVPW project has since been awarded and commenced construction. The Project team has coordinated the Project design with the FVPW team. As part of this coordination, it was determined that a modified design was necessary to address construction staging and modifications to the north bound I-15 by the FVPW project. This modified design for the Project was necessary to ensure the SMART freeway system could remain in operation during construction of the FVPW project. The modified design was developed by WSP and coordinated with the city of Temecula to be incorporated as part of the FWPW project. In addition, two Caltrans Auxiliary Lane Projects were identified within the Project’s footprint. The two projects are progressing through the environmental and design phases, and it is anticipated that they will enter construction prior to or during the 2-year pilot project phase. The Project’s design team has been in coordination with Caltrans to ensure the auxiliary lane projects incorporate the Project’s design and do not impede the systems operation during the pilot period. As detailed in the agenda item for the April 26, 2021, Interstate 15 Corridor Ad Hoc Committee, the Commission will be required to enter into multiple agreements for this Project. Additional agreements have been identified and the table has been updated and lists all the agreements necessary to complete this project through the 2-year pilot period. In addition, the table summarizes changes in the costs of the agreements based on the issues encountered during the environmental and design phases, and agreement negotiations. 142 Agenda Item 7 Required Agreements A number of issues have occurred during the 2 years of project development resulting in the increase in the total project cost. It should be noted that the total project cost presented in 2021 was based on the feasibility study that included a preliminary cost estimate of what the project would cost as it was finalized and constructed. Some of the issues that occurred which impacted the total project cost include: • Design was modified to incorporate FVPW project improvements; • Additional coordination with Caltrans for the inclusion of the two Auxiliary Lane Projects; • Additional unforeseen design efforts to implement a first-of-kind project and non-standard system within the Caltrans organization and highway system; • Detailed negotiations with the ITS software consultant, Transmax, including addressing conflicts between US and Australian contract and legal standards; • Updated Software licenses costs; • Incorporation of lessons learned from the CDOT SMART-25 project; • RCTC to contract with an ITS System Operator in lieu of Transmax operating the system remotely from Australia – lesson learned from Colorado DOT SMART-25 project; • Updated construction and materials cost increases due to inflation; • Additional efforts in development of an Operations and Maintenance Agreement with Caltrans due to non-standard project and due to it being a first of kind in the state; • Increased contingency due to the unknowns in implementing a first of kind project that is non-standard within the Caltrans organization and highway system. Party Scope Amount Estimated (2021)Amount (2023)When (Commission Meeting) Preliminary engineering, environmental, final design, construction support, and operations support $4,000,000 $4,000,000 Completed (May 12, 2021) Amendment No. 2 - final design, construction support, and operations support N/A $800,000 (estimated and under negotiation)November 8, 2023 Financial contribution to the Project ($1,200,000)($1,200,000)Completed (May 12, 2021) Operations and maintenance No cost No cost November 8, 2023 Software license, configuration and support $2,950,000 Replaced with Two Agreements Below Comprehensive Professional Services - Implementation Agreement $1,889,038+$283,356(contingency) = $2,172,394 September 13, 2023 SAAS (Software License and Support)$2,510,237+$376,536(contingency) = $2,886,773 September 13, 2023 Consultant ITS System Operator Anticipated to be Included in Transmax $950,000 May 8, 2024 Contractor Civil improvements $3,440,000 March 13, 2024 Contractor ITS improvements $5,250,000 April 10, 2024 Anser Construction management $1,630,000 $2,072,210/$207,221(contingency) = $2,279,431 Completed (November 9, 2022) $16,070,000 $23,974,751 $10,521,449+$1,564,704 (contingency) = $12,086,153 Total Net Cost After Caltrans Contribution: WSP Transmax Caltrans 143 Agenda Item 7 Staff will continue to work diligently on the issues and challenges presented by this type of project. Additionally, updates will be provided in the future commission items. DISCUSSION: Transmax Agreements Transmax is the developer of the software, STREAMS, which will control, monitor, and adjust the CARM system. Transmax is a government-owned entity, ownership is held by Queensland Department of Transport and Main Roads, that developed and owns the STREAMS ITS platform. The Transmax agreements need to be executed prior to advertisement for construction to allow for configuration of the software and development of project specific ITS system drivers. The two agreements that are required for implementation of the STREAMS software are the following: • Comprehensive Professional Service Agreement • SaaS (Software as a Service), Software License Agreement The comprehensive professional service agreement will cover the system design and implementation, configuration of the STREAMS software to be compatible with the project design, the development of custom software drivers for the ITS devices used by Caltrans, commissioning of the ITS system and support, supply of the field processors to integrate the ITS devices, algorithm tuning, and user training. These elements need to be implemented prior to and during construction and operations of the system during the pilot period. The SaaS software license agreement covers the use and maintenance of the STREAMS software for the 2-year pilot period. The annual software license fee is not based on the size of a project but is an annual cost for the use of the software. As noted in the draft agreement, the 2nd year of the license agreement cost is higher than the first. This is due to the annual costs increase as a result of CPI changes and costs to provide the final system performance report. Staff negotiated the scope, cost, and schedule proposals received from Transmax for the two agreements and established a fair and reasonable price. The proposed cost for the Comprehensive Professional Services Agreement No. 23-031-035-00 is $1,889,038 plus a contingency of $283,356 for a total amount not to exceed $2,172,394. The proposed cost for the SaaS Software License Agreement No. 23-031-034-00 is $2,510,237, plus a contingency amount of $376,536 for a total amount not to exceed $2,886,773. 144 Agenda Item 7 FISCAL IMPACT: Funding Source Breakdown Item Dollar Amount Fund Source 1 Transmax - Comprehensive Professional Service Agreement $2,172,394 CMAQ 2 Transmax - SaaS (Software as a Service), Software License Agreement $2,886,773 CMAQ Total $5,059,167 Expenditure Schedule Item FY 2023/24 FY 2024/25+ GL/Project Accounting No. 1 Transmax - Comprehensive Professional Service Agreement $2,172,394 0 003051 81110 00000 0000 / 261 31 81101 2 Transmax - SaaS (Software as a Service), Software License Agreement $1,267,797 $1,618,976 003051 81016 00000 0000 / 261 31 81002 Total $3,440,191 $1,618,976 Financial Information In Fiscal Year Budget: Yes Year: FY 2023/24 FY 2024/25+ Amount: $3,440,191 $1,618,976 Source of Funds: CMAQ Budget Adjustment: No GL/Project Accounting No.: 003051 81110 00000 0000 / 261 31 81101 003051 81016 00000 0000 / 261 31 81002 Fiscal Procedures Approved: Date: 08/14/2023 Attachments: 1) Transmax Comprehensive Professional Services Draft Agreement No. 23-031-035-00 2) Draft Scope of Work for Comprehensive Professional Services Agreement 3) Transmax SaaS Draft Agreement No. 23-031-034-00 145 Agenda Item 7 4) Draft Product Description for SaaS Agreement Approved by the Western Riverside County Programs and Projects Committee on August 28, 2023 In Favor: 10 Abstain: 1 No: 0 146 Professional S ervices Agreement – USA Comprehensive 2022 Page 1 COMPREHENSIVE PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made on [date ] BETWEEN: [legal name of Customer] of [address ] (“Customer ”) AND Transmax Pty Ltd (ABN 59 099 487 573) Level 5, 143 Coronation Drive , Milton , Queensland 4064, Australia (“Transmax”) Th e parties agree as follows: 1 OVERVIEW 1.1 Summary (a)Transmax agrees to provide the Services to the Customer in accordance with this Agreement. (b)This Agreement allows for the Customer ’s purchase of Services from Transmax as set forth in clause 3 below. To do this, the parties need to agree to one or more Statements of Work (SoW) that set out a package of work to be undertaken by Transmax. (c)The Services are for the Customer’s Smart Freeway Project. 1.2 The Agreement (a)This Agreement includes these standard terms , the details set out in the Schedules , and any agreed Statements of Work. 1.3 Precedence (a)In the event of any inconsistency between the main body of this Agreement and the Schedules and any Statement of Work, the main body will prevail. 2 TERM (a)This Agreement commences on the Commencement Date and continues until the expiry of the Initial Term , unless terminated earlier in accordance with clause 9 or renewed under clause 2(b). (b)Prior to the expiry of the Initial Term, the Customer will have the option to extend the Agreement for the Renewal Term by providing Transmax with no less than 14 days' written notice prior to the expiry of the Initial Term. (c)Each S tatement of Work may have a term. The term for a Statement of Work may extend beyond the Term. If that occu rs, this Agreement continues to apply to that Statement of Work. (d)Customer shall have the right, in its sole discretion, to novate this Agreement to the California Department of Transportation (“Caltrans ”) for the Renewal Term. In the event that Transmax is required to undertake additional work because of the novation or to comply with Caltran’s policies and procedures, Transmax can reprice as part of the novation process. ATTACHMENT 1 147 Professional S ervices Agreement – USA Comprehensive 2022 Page 2 3 SERVICES AND DELIVERABLES 3.1 S tatement of Work (a) Transmax will perform the Services and provide the Deliverables in accordance with the descriptions, specifications, fees and delivery schedule set forth in a Statement of Work, or otherwise agreed in writing between the parties. (b) Statements of Work will be in substantially the same format as the attached Schedule 2 . (c) Each signed Statement of Work will constitute a separate contract for the performance of those Services which is subject to the terms of this Agreement. (d) To be valid, a S tatement of Work must be agreed and signed by both parties. (e) Each draft or agreed Statement of Work may contain Confidential Information of Transmax. Transmax shall mark as confidential any portion(s) of the Statement of Work that it believes is not subject to disclosure under the California Public Records Act and, upon request from RCTC, shall provide a legal basis for withholding of such portion(s) of the Statement of Work. RCTC shall endeavour to hold such information confidential pursuant to the terms of this Agreement. (f) The parties may agree to additional conditions that apply to all Statements of Work. These addition al conditions are set out in Schedule 1. 3.2 S ervices (a) Transmax will provide the Services in a professional manner and in accordance with good industry practice. (b) The parties will consult and cooperate to coordinate the Services with the activities of the Customer’s employees and other representatives. (c) Transmax will perform the Services in an efficient and expeditious manner and will ensure that all persons performing any Services are properly trained, qualified and experienced to perform the Services . (d) Upon the Customer’s reasonable request, Transmax will remove any person that the Customer determines to be unsuitable, unqualified or otherwise objectionable from performing the S ervices. (e) In providing the Services, Transmax will comply with all relevant Laws . 3.3 Key Personal (a) Each Statement of Work may specify Key Personnel. (b) Transmax will ensure that the Key Personnel (if applicable) are actively involved in the provision of the Services in accordance with the relevant Statement of Work. If any Key Personnel leaves Transmax or ceases to be involved in the provision of the Services for any reason, Transmax will promptly consult with the Customer and, subject to the Customer’s prior written approval, appoint a suitable replacement who has comparable skills, qualifications and experience . 148 Professional S ervices Agreement – USA Comprehensive 2022 Page 3 3.4 Customer Materials (a) Each Statement of Work may specify Customer Materials that the Customer must provide to Transmax for the purposes of performing the Services. (b) The Customer must provide the Customer Materials to Transmax as and when specified in the Statement of Work. 3.5 The Deliverables (a) Each Statement of Work will specify a ny Deliverables to be provided by Transmax to the Customer as part of the Services . (b) Transmax will ensure that the Deliverables are free from defects, of high quality, are not second - hand or used, and will operate correctly and in accordance with the specifications and requirements in a Statement of Work. (c) If the Deliverables include software, Transmax will not include in the Deliverables: (i) any third part y code or third party intellectual property without the Customer’s prior written consent , and without obtaining all necessary rights and licenses from such third party to allow Customer’s use of the third party code or intellectual property throughout the Term or (ii) any viruses, timebombs, lockups or backdoors . (d) If the Deliverables include equipment, hardware or software, Transmax will, upon request by the Customer, provide the Customer with any documentation reasonably required to use and maintain the Deliverables. (e) The Deliverables must not be defamatory, derogatory towards any person, obscene or otherwise offensive. 3.6 Cooperation (a) Transmax will act in a professional and cooperative man ner when dealing with the Customer. (b) The parties will always act reasonably and in good faith when dealing with each other. (c) If Transmax is required by the Customer to work with other suppliers or contractors of the Customer, Transmax will act cooperatively and in a friendly manner when doing so. (d) If Transmax attends the Customer’s premises or sites , Transmax must comply with the Customer’s relevant policies and directions known or made known to Transmax . (e) The Customer agrees to prepare for and attend scheduled or agreed meetings, and actively participate in such meetings as required. The Customer’s Personnel who attend such meetings must be knowledgeable about the issues relevant to the Customer that are agenda items for such meetings. (f) Where the Custo mer is required to review or approve a document, Deliverable or other item, the Customer must do so promptly and if required must provide detailed and considered feedback to Transmax. 3.7 Timeframes (a) Each Statement of Work may specify timeframes, such as a delivery schedule or milestones, for the performance of the Services. 149 Professional S ervices Agreement – USA Comprehensive 2022 Page 4 (b) Transmax will supply the Services and deliver the Deliverables to meet any timeframes set out in each Statement of Work. (c) If a Statement of Work does not set forth a delivery schedule or milestones for the performance of the Services, then Transmax will perform such Services with reasonable due diligence under the circumstances . (d) If Transmax believes that Transmax will be late or is late in meeting the timeframes in a Statement of Work, Transmax will notify the Customer as soon as reasonably practical. (e) If Transmax requires the Customer to provide anything to Transmax or to do anything so that Transmax can provide t he Services, then the Customer’s obligations to do so are set out in the Statement of Work and the Customer must fulfil these obligations. The Customer cannot make any claim against Transmax, including for failure to meet any timeframes, if the Customer d oes not fulfil its obligations or fails to provide any Customer Materials as required by a Statement of Work. 3.8 Reports and Review Meetings (a) Transmax will prepare and furnish reports to the Customer , upon request or as otherwise required by a Statement of Work, concerning Transmax’s progress of the Services and any Deliverables. (b) Transmax will provide the progress reports in the form and with the content reasonably requested by the Customer. (c) The p arties shall meet at regular intervals as set out in the Statement of Work, or as reasonably requested by the Customer to review the status and provision of the Services and Deliverables. These meetings may take place using electronic conferencing technology. 3.9 Changes to Services (a) The Customer may from time -to -time request changes to the Services by issuing a Change Order Request. Transmax will promptly respond in writing to any Change Order Request, stating how the proposed modifications to the Services will affect the time or materials required for Transmax to perform the Services, as well as any change of price . (b) If the Customer agrees in writing to such response from Transmax , the parties will prepare and execute a Change Order in substantially the form at of the attached Schedule 3 which incorporates the agreed -upon revisions to the Services and Fees. 3.10 Acceptance (a) Acceptance of a Deliverable will be determined in accordance with the procedure set forth in the applicable Statement of Work. (b) If no acceptance procedure is s pecified in the Statement of Work, then a cceptance will occur upon the first of following to occur: (I) the Customer's written n otice of acceptance (which notice may be an e -mail notice to Transmax); or (II) within 30 business days after delivery of the Deliverable, provided that the Customer has not issued a notice of rejection of the Deliverable in that time frame. (c) The Customer may issue a notice of non-acceptance of a Deliverable by sending an email to Transmax setting out, in detail, why the Deliverable is rejected. (d) Within 30 days (or such other mutually agreed timeframe) after receiving notice of non -a cceptance, Transmax will, at its own expens e , repair or replace, any Deliverable not a ccepted by the Customer. 150 Professional S ervices Agreement – USA Comprehensive 2022 Page 5 3.11 Location (a) The Customer acknowledges that, unless explicitly set out in a Statement of Work, the Services may be provided from Australia. (b) Unless explicitly set out in a Sta tement of Work, there is no requirement for Transmax’s Personnel, including Key Personnel to reside in or work from the United States. 4 INTELLECTUAL PROPERTY (a) Unless explicitly stated to the contrary in a Statement of Work, Transmax will own all Intellectual Property Rights in the Deliverables. This includes Intellectual Property Rights in any documentation, reports, computer code, characters, artwork, logos and branding, and the look & feel of the Deliverables. (b) In furtherance of (a ) above, Transmax hereby grants a perpetual, worldwide, non -transferrable, personal, non -sublicensable, royalty-free license to Customer to use and copy the Deliverables for the Customer’s operations of the Deliverable . This license does not cover any sof tware or computer code, which must be separately licensed from Transmax. (c) All right, title and interest in and to any specifications, designs or other information supplied by the Customer to Transmax, including but not limited to the Customer Materials, and any modifications thereto whether made by Transmax or by the Customer, remain the property of the Customer . (d) Transmax acknowledges and agrees that the Customer owns all rights, title and interests (including Intellectual Property Rights) in the materials provided by the Customer to Transmax as set out in (c). The Customer represents that the Customer has the right to supply such materials to Transmax. (e) The Custo mer hereby grants a worldwide, non -transferrable, personal, non -sublicensable, royalty-free license to Transmax to use and copy the materials set out in (c) for the purposes of providing the Services and Deliverables and, if applicable, to enhance and implement into Transmax’s software or computer code (including providing and licensing such software and computer code to other customers and users). (f) Transmax will not infringe any Intellectual Property Rights when performing the Services or in creating the De liverables. (g) Transmax warrants that the Customer’s use of the Deliverables will not infringe any Intellectual Property Rights in the United States . (h) Transmax indemnifies the Customer against any liability (including liability for reasonable legal costs) based on a claim that use of the Deliverables in the United States is an infringement of the Intellectual Property Rights of any third person. (i) As a condition of reimbursement under the indemnity in paragraph (h) above, the Customer must notify Transmax of a claim as soon a s practical, keep Transmax informed of all material aspects of the claim of which the Customer is aware , and follow all reasonable directions of Transmax relating to t he claim . The Customer must not settle or comprise the claim, or take any steps in relation to the claim that may prejudice Transmax in any way without Transmax’s prior consent. The Customer must, at Transmax’s cost, provide all cooperation and assistance reasonably requested by Transmax in defending or otherwise addressing any claim. If Transmax requests, Transmax will conduct the defence of the claim at Transmax’s expense. (j) If a party becomes aware that any Deliverables are, or are threatened to become subject to any injunction, or are determined to be infringing of any rights, that party must notify the other party. If so, Transmax has the option to (I) procure for the Customer the right to continue use of the 151 Professional S ervices Agreement – USA Comprehensive 2022 Page 6 Deliverables (or any portion thereof) as contemplated under this Agreement or (II) replace or modify the Deliverables (or any portion thereof) such that they are non-infringing, provided that the replacement or modification is e quivalent in function and meets the requirements and specifications of this Agreement to the Customer’s satisfaction. If (I) or (II) are not available to Transmax, Transmax has the right to terminate the relevant Statement of Work , or require the Customer to cease use of and return the relevant Deliverable. When Customer so complies, Transmax will then refund to the Customer all amounts paid for such Deliverable. (k) Transmax has no right to use the Customer’s trademarks or brands unless explicitly provided for in a separate trademark licence agreement or in a Statement of Work . (l) If Customer provides or discloses ideas, concepts, improvements or knowhow to Transmax relating to Transmax’s software or computer code, then notwithstanding the foregoing, Transmax will own all such ideas, concepts, improvements and knowhow, and the Customer hereby assigns all Intellectual Property Rights therein to Transmax. 5 FEES, PAYMENT AND TAXES 5.1 Fees and Payment (a) The Customer must pay the Fees set out in each invoice with in 28 days of receipt , in accordance with this clause 5. (b) The Fees must be paid by the Customer to Transmax in U.S. dollars, by electronic bank transfer or wire transfer into Transmax’s Australian bank account in U.S. dollars. (c) If the currency exchange rate between the US dollar and Australian dollar, where the current rate is 1 US Dollar = 1.47 Australian dollar, varies by more than 5% for a period of no less than 3 months, either party may seek to adjust the pricing to reflect the change in th e currency exchange rate. The exchange rate information used to inform this decision will be sourced from the US Federal Reserve Federal Reserve Board - Foreign Exchange Rates - Country Data - H.10 . (https://www.federalreserve.gov/releases/h10/hist/ ). The intent of this section is to adjust for the value of U.S. dollar pricing in Australian dollars such that, through the term of this Agreement, Transmax will generally receive the same number o f Australian dollars after conversion . (d) Transmax may only issue invoices to the Customer in accordance with the terms of this Agreement and in accordance with any timeframes for invoicing or payment set out in a Statement of Work. Invoices shall be in such form and contain such information as reasonably required by Customer. (e) The total amount to be paid by Customer under this Agreement shall not exceed ____________, unless approved in writing by Customer’s Executive Director. (f) If a Statement of Work specifies that a Deliverable is subject to acceptance testing by the Customer, Transmax may only invoice for that Deliverable once it has been accepted by the Customer. (g) The Customer may dispute an invoice. If so, the Customer may wit hhold payment of the amount in dispute until the dispute is resolved but must pay the undisputed portion of the invoice on time. (h) If an invoice is disputed, the parties will work together to resolve such dispute in good faith and where applicable, Transmax will submit a revised invoice to the Customer. (i) The parties have no right of set -off against each other. (j) The Customer will only reimburse expenses that are set out in the Statement of Work as reimbursable expenses. 152 Professional S ervices Agreement – USA Comprehensive 2022 Page 7 5.2 Taxes (a) The Fees exclude any taxes or duties payable in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Transmax, the Customer must pay to Transmax the amount of such taxes or duties in addition to any fees owed under this Agreement . (b) Notwithstanding the foregoing, if the Customer has obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, the Customer may provide Transmax with such exemption information, and Transmax will use reasonable efforts to provide the Customer with invoicing documents designed to enable the Customer to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available. (c) The Customer will pay all fees net of any applicable withholding taxes. The parties will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Transmax qualifies for a tax exemption, or a reduced treaty withholding rate, Transmax will provide the Customer with reasonable documentary proof. The Customer will provide Transmax reasonable evidence that the Customer has paid the relevant authority for the sum withheld or deducted. (d) Transmax notified the Customer of THE DOUBLE TAXATION TAXES ON INCOME CONVENTION BETWEEN THE UNITED STATES OF AMERICA AND AUSTRALIA, available at https://www.irs.gov/pub/irs -trty/aus.pdf. 6 CONFIDENTIALITY (a) Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party. (b) Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement. (c) Notwit hstanding the foregoing, a party may disclose Confidential Information of the other party: (i) to its legal advisors , accountants, auditors on a confidential need -to -know basis ; (ii) to its employees and contractors on a confidential need -to -know basis ; (iii) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or (iv) to the extent required by Law including, but not limited to, the California Public Records Act (“CPRA”) or pursuant to a binding order of a government agency or cou rt. (d) Subject to clause 6(e) below, t he Customer must not disclose specific confidential information contained in this Agreement and marked as confidential, to anyone other than to the Customer’s legal advisors, accountants and auditors on a confidential bas is. Transmax acknowledges that Customer is subject to the CPRA. Transmax acknowledges that the entirety of this Agreement is not exempt from disclosure under the CPRA. If Customer receives a CPRA request, Transmax shall provide in writing to Customer a valid legal basis under the CPRA for nondisclosure of any portion of the Agreement marked as confidential. (e) In addition to the above , the following shall apply to any withho lding by Customer of Transmax Confidential Information: 153 Professional S ervices Agreement – USA Comprehensive 2022 Page 8 (i) Transmax, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the withholding from disclosure under the CPRA by Customer at Transmax’s request of any Transmax Confidential Informa tion. (ii) Transmax shall indemnify and hold Customer harmless from all costs and expenses, including attorney’s fees in connection with any such action; and (iii) Customer shall have no liability to Transmax for disclosing any records in compliance with its requirem ents under the CPRA. 7 PRIVACY AND SECURITY (a) Each party must comply with all applicable Privacy Laws in respect of Personal Information that: (i) one party discloses to the other party; or (ii) comes into the possession or control of that party arising out of or in relation to the performance of this Agreement . (b) The Customer must not provide Personal Information to Transmax. (c) Transmax must not, directly or indirectly, collect, store or use Personal Information of the Customer’s staff or its customers. (d) Transmax must comply with all reasonable directions of the Customer regarding privacy and security. If there are extra costs to Transma x in doing so, Transmax will notify the Customer and the Customer must pay the extra costs. (e) Notwithstanding the foregoing, Transmax may identify the Customer as a customer of Transmax in cluding in marketing and promotional materials. In bids for new work, Transmax may use the Customer as a reference site but will inform the Customer prior to doing so. 8 FORCE MAJEURE (a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this A greement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. (b) The Affected Party must promptly, not to exceed twenty-one (21) days, after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so. 9 TERMINATION (a) Either party may terminate this Agreement or any individual Statement of Work with immediate effect by giving written notice to the other party at any time if: (i) the other party experiences an Insolvency Event; or (ii) the other party breaches an y material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 21 days after receiving written notice from the terminating party requiring it to do so. 154 Professional S ervices Agreement – USA Comprehensive 2022 Page 9 (b) The Cu stomer may terminate this Agreement or any individual Statement of Work on 90 days' written notice for any reason and without cause . If the Customer does so, the Customer must pay Transmax for all work done by Transmax up until the end of that 90-day period. (c) The Customer may not suspend work on the Services without Transmax’s written consent. Transmax may suspend provisions of the Services if the Customer is overdue on payment of Fees by mo re than 14 days. (d) If at the expiration or termination of this Agreement there is an outstanding Statement of Work that has not been completed, this Agreement will remain in effect until such Statement of Work has expired or been terminated as provided for in this Agreement or all Deliverables have been a ccepted. (e) Following any termination or expiration of this Agreement or individual Statement(s) of Work, Transmax will not be obligated to continue performing any terminated Services, and the Customer must pay to Transmax all undisputed Fees for terminated Services completed prior to termination . Upon request, each party shall return any Confidential Information or property of the other party. (f) Following any termination or expiration of this Agreement , at the Cu stomer’s request, Transmax will make its staff reasonably available to assist with any transition of the Services on mutually agreeable hourly rates. 10 WARRANTIES Each party warrants that it: (a) has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; (b) will comply at all times with applicable Laws; and (c) will not do anything or make any statement that could be reasonably expected to harm the reputation of the other party. 11 TRANSMAX WARRANTIES (a) Transmax warrants that : (i) Transmax has all applicable licenses, permits and authorisations required to perform its obligations in accordance with this Agreement; and (ii) the use by the Customer of any Deliverables will not infringe the rights (including Intellectual Property Rights) of any other person in the United States ; and (iii) the Deliverables will be free from defects and will materially conform t o the descriptions and specifications set forth in the applicable Statement of Work and to any relevant published descriptions and specifications in effect on the date the Deliverables are delivered ; and (iv) the media containing the Deliverables will be free from physical defects ; and (v) Transmax will implement security procedures that Transmax considers to be appropriate and that comply with industry best practice to identify reasonably foreseeable risks to security and unauthorized access to the softwa re and to minimize security risks, including through risk assessment and regular testing. Transmax will designate one or more employees to coordinate and be accountable for the security procedures. (b) Transmax acknowledges that the Customer has entered into this Agreement in reliance on the warranties in detailed in this clause . 155 Professional S ervices Agreement – USA Comprehensive 2022 Page 10 12 INDEMNIFICATION; DISCLAIMER AND LIMITATIONS ON LIABILITY (a) Transmax shall indemnify and defend the Customer and its subcontractors and personnel against Losses reasonably sustained or incurred by the Customer as a result of any third -party claim for a cause of action, liability, claim, proceeding, suit or demand arising out of or in connection with any wilful misconduct or unlawful or frau dulent act or omission of Transmax in performance of the Services or relating to this Agreement . In addition, the foregoing indemnification and defense obligation shall also apply to any negligence of Transmax in performance of the Services or this Agreem ent, but such obligation shall be limited to the extent covered by insurance. (b) THE SERVICE ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, OR TO THE EXTENT EXPRESSLY SET OUT IN THIS AGREEMENT, TRANSMAX (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJ OYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. (c) Except to the extent prohibited by Law, neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party whether in contract, tort (including negligence) or otherwise in connection with the Agreement, even if a party has been advised of or is aware o f the possibility of such damage. (d) Subject to clause 12(e ), except to the extent prohibited by Law, the maximum liability of one party to the other party, whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity), is limited to an amount equal to the Fees paid or to be paid by the Customer to Transmax under this Agreement . (e) The exclusions and limitations of liability in clauses 12(d ) do not apply to liability in relation to : (i) personal injury, including sickness and death; (ii) loss of, or damage to, tangible property; (iii) an infringement of Intellectual Property Rights; (iv) a third party claim that is covered by clause 12(a); (v) any fraudulent act or omission; (vi) any breach of any obligation under clause 6; or (vii) any obligation to pay Fees to Transmax. (f) The parties agree that the waivers and limitations specified in this clause 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. (g) A party who suffers loss or damage must use reasonable steps to mitigate its loss. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate its loss. 156 Professional S ervices Agreement – USA Comprehensive 2022 Page 11 (h) Transmax’s liability under this Agreement will be re duced proportionally to the extent to which any loss was caused or contributed to by any negligence or wilful misconduct of the Customer or its employees or agents. (i) Except as otherwise expressly set forth in this Agreement, and except to the extent prohibited by Law, Transmax excludes liability to the Customer whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity) for: (i) the way the Customer and its Personnel use any software provided by Transmax or for the safety of road users; or (ii) personal injury, death or property damage arising from or related to the failed use, misuse, non-operation or incorrect operation by the Customer of any software provided by Transmax or because of any advice given by Transmax; or (iii) c laims made by third parties against the Customer for, relating to or because of the failed use, misuse, non-operation or incorrect operation by the Customer of any software provided by Transmax or because of any advice given by Transmax. The foregoing exclusion shall not apply to liability that arises from a third -party claim covered by clause 12(a). 13 RECORDS AND AUDIT (a) During the Term and for a period of one year thereafter, Transmax will keep all usual and proper records related to the Services and this Agreement including but not limited to details of all time spent by Transmax personnel in providing the Services, payments to third parties and all supporting receipts and other documentat ion. (b) The Customer, Caltrans and the U.S. Federal Highway Administration (“FHWA”) may, upon seven days’ notice, audit Transmax’s records and consult with Transmax’s accountants for the purpose of verifying Transmax’s compliance with the terms of this Agreement, provided that any such audits must be conducted during normal business hours in such a manner as to not unreasonably interfere with the normal business operations of Transmax . Transmax shall provide remote acc ess to records relevant to the audit and reasonably requested by the Customer, as necessary, for Customer, Caltrans and FHWA to exercise its rights under this clause. (c) Transmax agrees to promptly correct any deficiencies detected in the audit and will promptly refund any overpayments disclosed by such an audit . 14 INSURANCE COVERAGE (a) Transmax warrants that it will maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. (b) Without limiting the foregoing, to the extent this Agreement creates exposure generally covered by the following insurance policies, Transmax will maintain at its sole cost and expense at least the following insurance covering its obligations under this Agreement: (i) Public & Products Liabilit y at limits no less than A$20 million in aggregate; (ii) Workers’ Compensation, as required by law; (iii) Technical Professional Indemnity insurance at limits no less than A$5 million in aggregate; (iv) Cyber liability at limits no less than A$1 million in aggregate. 157 Professional S ervices Agreement – USA Comprehensive 2022 Page 12 (c) Tran smax will use reasonable commercial endeavours to have the Customer noted on the relevant insurance policies listed above (other than Workers’ Compensation). 15 ANTI-BRIBERY AND CORRUPTION Each party represents to the other that neither it , nor any of its representatives have been induced to enter into this Agreement or a Statement of Work, or to cause this Agreement or a Statement of Work to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a pers on to any other person. 16 CONFLICTS OF INTEREST Each party must take appropriate steps to ensure that Transmax is not placed in a position where there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of Tr ansmax and the duties owed to the Customer under the provisions of the Agreement . Transmax will disclose to the Customer full particulars of any such conflict of interest which may arise. 17 ACCESS TO CUSTOMER IT SYSTEMS (a) The Customer may provide Transmax wit h access to and use of its information technology systems, including development, test and production environments (“IT Systems”) to enable Transmax to provide the Services. (b) If Transmax is granted such access and use, Transmax must: (i) access and use only the part of the IT Systems for which it is specifically authorised and no other part of the Customer’s computer systems; (ii) access and use the IT Systems only to perform its obligations under this Agreement and not for any other purpose; and (iii) comply with any policies notified to it by the Customer from time to time. (c) If Transmax is granted such access and use , Transmax must not: (i) use the IT Systems directly or indirectly for any activity or transmit any information or material unlawfully or which is obscene, indecent, uses offensive language, defames or offends any person; (ii) tamper with, hinder the operation of or make unauthorised modifications to th e IT Systems; (iii) copy or collect in any way any data from the IT Systems, other than as necessary to perform its obligations under this Agreement; (iv) knowingly, recklessly or negligently transmit any virus or other disabling feature to or from the IT Systems; (v) re move, disable or modify any security, antivirus or other software in the IT Systems; (vi) damage any of the Customer’s hardware; or (vii) upload anything onto the IT Systems without the Customer’s prior approval. (d) Transmax agrees that the Customer may monitor Transmax ’s activities in performing its obligations under this clause , including by computer surveillance. 18 ASSIGNMENT, SUBCONTRACTING AND NON-SOLICITATION (a) Transmax must not assign or novate, directly or indirectly, any of its rights or obligations under this Agree ment without the prior written consent of the Customer, except that Transmax may assign this 158 Professional S ervices Agreement – USA Comprehensive 2022 Page 13 Agreement in connection with the sale or reorganisation of all or part of Transmax’s business, or due to a machinery of government change . (b) Transmax must not subcontract or delegate any of its obligations under this Agreement unless explicitly allowed in a Statement of Work. (c) Transmax is an independent contractor for the Customer, and nothing in this Agreement is intended to create or shall be constru ed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. (d) Transmax acknowledges that it is not authorised to make any contract, agreement or warranty on behalf of the Customer. (e) The Customer acknowledges that it is not authorised to make any contract, agreement or warranty on behalf of Transmax . (f) During the period commencing on the Commencement Date and ending one year following the end of the Te rm, neither party must not, without the other party’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the other party; or (ii) hire any person who has left the employment within the one year period following the termination of that person’s employment with the other party. 19 SURVIVAL Without limiting any other provision of this a greement, clauses 4, 6, 7 and 12 survive termination or exp iry of this Agreement for any reason. 20 REPRESENTATIVES Schedule 1 set s out the representatives of each party for the purposes of this Agreement. These representatives will be the first point of contact between the parties in relation to any matter relevant to the Agreement. The contact details of each representative may b e updated from time to time by the party that appointed the relevant representative by notice in writing to the other party. 21 NOTICES Any notice, demand, consent or other communication (a Notice ) given or made under this Agreement: (a) must be in writing and signed by the representative or a person duly authorised by the representative; (b) must be addressed and delivered to the intended recipient by prepaid air courier or by hand or email to the address or email address of the representative of the party as specified in Schedule 1, or as last notified by the intended recipient to the representative; and (c) will be conclusively taken to be duly given or made when delivered, received or left at the above address, or received at the above email address , provided that for email notice to be effective, the email must be copied to the Customer’s secondary contact, as identified in Schedule 1, If delivery or receipt occurs on a day t hat is not a business day in the place to which t he Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place. 22 DISPUTE RESOLUTION (a) If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case the nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within seven days of the written notification referred to in this clause, each party must promptly refer the dispute for 159 Professional S ervices Agreement – USA Comprehensive 2022 Page 14 resolution to one of the Managing Director, Chief Executive or Chief Operating Officer (Senior Executive ) of that party. (b) If the parties are unable to resolve the dispute within 21 days following referral to the Senior Executive of the relevant parties, then the dispute must be resolved by arbitration in accordance with clause (c). (c) Any dispute, controversy or claim arising un der, out of or relating to this Agreement (including any Statement of Work) and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non -contractual claims, must be referred to and finally determined by arbitration in accordance with the International Chamber Of Commerce (ICC) Rules of Arbit ration . The arbitral tribunal shall consist of a sole arbitrator. The Parties agree that arbitration shall be held virtually. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law applicable in the federal and state courts of California in the United States, without regard to any conflict of law principles. (d) Nothing in this clause 22, shall prevent a party from seeking urgent injunctive relief before an appropriate court. 23 GENERAL (a) This Agreement contains the entire agreement between the parties with respect to its subject matter. (b) Unless otherwise specifically provided in the applicable Statement of Work nothing herein shall be construed as creating a minimum commitment for business on the part of the Customer to Transmax. (c) This Agreement may only be amended by written agreement executed by all the parties. (d) No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or reme dy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. (e) The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement. (f) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction. (g) Any claim for breach of contract or breach of warranty must be notified to the other party within 90 days of the breach occurring, and any lawsuit relating to such breach must be filed within 1 year of the breach occurring. (h) Each party must bear its own costs arising out of the negotiation, preparation and exe cution of this Agreement. (i) This Agreement and, to the extent permitted by law, all related matters including non -contractual matters, is governed by the laws of the State of California. In relation to such matters each party irrevocably accepts the exclusive jurisdiction of the Federal and State courts with in the State of California and waives any right to object to the venue on any ground s . 160 Professional S ervices Agreement – USA Comprehensive 2022 Page 15 (j) This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agre ement. 24 DEFINITIONS AND INTERPRETATION 24.1 DEFINITIONS The following definitions apply unless the context requires otherwise. Change Order Request is a request in writing by the Customer for a change to the Services provided under a Statement of Work, which may include additional services as outlined in Schedule 3 . Commencement Date is defined in Schedule 1. Confidential Information means all non -p ublic business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement. Confidential Info rmation does not include information which party can demonstrate by written records was : (a) already known to that party; (b) received by that party from a third party not under a duty of confidence; or (c) independently developed by that party by people who did not h ave access to the Confidential Information of the other party. Consequential Loss means any indirect or consequential Loss, including any loss of profits, loss of revenue, loss of or damage to data, loss of contract value, loss of anticipated savings, loss of opportunity, and loss of reputation or goodwill. Deliverables are any works, reports, materials or items that Transmax is required by this Agreement to provide to Customer , including those deliverables specified in a Statement of Work. Fees means the fees and expenses set out in a Statement of Work . Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreem ent, including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, pandemic, or power, water and other utility shortage. Initial Term means the initial term set out in Schedule 1. An Insolvency Event occurs in respect of a person where: (a) the person ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of all or a substantial part of its assets; (b) upon the institution against the person of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the person's debts; (c) upon the person making an assignment for the benefit of creditors; (d) upon the person’s dissolution; or (e) any analogous or comparable event takes place in any jurisdiction. Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, des igns, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in 161 Professional S ervices Agreement – USA Comprehensive 2022 Page 16 Confidential Information, know -how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non -assignable. Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions and judgments , and includes any Privacy Laws of the United States . Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arisin g, and whether present or future, fixed or unascertained, actual or contingent. Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person's direct or indirect control and includes any subcontractors. Privacy Laws means any international, national, federal, provincial, state, or local law, code, rule or regulation that regulates the processing of Personal Information in any way, including data protection laws, laws regulating marketing communications or electronic communications, information security regulations and security breach notification rules. Related Body Corporate has the meaning given to that term in section 9 of the Corporations Act. Renewal Term means the periods for which the Term shall successively ren ew, as set out in Schedule 1 . Services are specified in each Statement of Work. Term means the period from the Commencement Date until the end of the Initial Term or any applicable Renewal Term. 24.2 INTERPRETATION Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise. (a) the singular includes the plural and conversely; (b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; (c) a reference to a perso n includes any body corporate, unincorporated body or other entity and conversely; (d) a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns; (e) a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amended, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document; (f) a reference to any legislation or to any provision of any legislation includes any modification or re - enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; (g) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing; (h) a reference to includes, means includes without limitation; and 162 Professional S ervices Agreement – USA Comprehensive 2022 Page 17 (i) all references to $ are to U.S. dollars, unless otherwise specified. Clause 14 (insurance) is Australian dollars. 163 S ervices Agreement – 2022 Page 17 Executed as an Agreement. Signed for Transmax Pty Ltd by its authorised representative in the presence of: Authorised Representative Signature Witness Signature Print Name : Print Name Position : Signed for [ ] by its authorised representative in the presence of: Authorised Representative Signature Witness Signature Print Name Print Name Position 164 S ervices Agreement – 2022 Page 17 Schedule 1 to Comprehensive Services Agreement A. Contract Number B. Type of Services C. Commencement Date D. Initial Term E. Renewal Term (if any) F. Standard Hourly Fees - G. Additional Conditions Transmax has reviewed the Caltrans/FHWA Funding Requirements document provided by the Customer to Transmax, which is attached hereto as Exhibit A and incorporated herein by reference. Transmax agrees to comply with the requirements set out therein. The Customer represents that this Agreement is federally funded. Transmax will provide all statements of compliance as required by law or as set out in Exhibit A. H. Transmax Representative and address for notices Name: Lynette Sperling [this is just an example ] Role: Chief Operating Officer Address: Level 5, 143 Coronation Drive, Milton QLD 40 64 Email: lynette.sperling@transmax.com.au cc to: [insert] I. Customer Representative and address for notices Name: [insert] Role: [insert] Address: [insert] Email: [insert] Customer secondary contact for email notices: [insert] CONFIDENTIALITY NOTICE This document contains certain confidential information of Transmax Pty Ltd as herein identified. Clause 6(d) and (e) shall apply to any request for distribution of this Agreement. TRADEMARKS TRANSMAX® and STREAMS® are registered trademarks of Transmax Pty Ltd in Australia. They are protected against unauthorised use under the Trade Marks Act (1995) and are valuable business assets. 165 S ervices Agreement – 2022 Page 17 166 CONFIDENTIAL SCHEDULE 2: FORM STATEMENT OF WORK STATEMENT OF WORK TO SERVICES AGREEMENT SOW Effective Date 2023 SOW Identifier SoW 1 The Customer [Riverside County Transportation Commission] This Statement of Work (“SOW”) incorporates and is governed by the Services Agreement, dated and effective ], by and between Transmax Pty Ltd (“Transmax”) and [Riverside County Transportation Commission] (“the Customer”). The combination of the terms of the Services Agreement and the provisions of this SOW together constitutes the contract between the parties in respect of the Services. All capitalized terms, where not otherwise defined in this SOW, have the meanings set out in the Agreement. 1. Background Transmax has a smart motorways product (“STREAMS® Smart Motorways”) that can deliver excellent outcomes for road authorities and road users. Benefits include improved efficiency, productivity, safety and reliability of the freeway corridor. STREAMS Smart Motorways is used extensively in Australia and was recently trialed by the Colorado Department of Transportation (CDOT) in the SMART-25 project, implementing coordinated adaptive ramp metering along Interstate Highway 25 (I-25) northbound between Ridgegate Parkway and University Boulevard. Riverside County Transportation Commission (RCTC) has identified a suitable corridor to pilot Transmax’s STREAMS Smart Motorways technology. The project area is a northbound segment of I-15 in Temecula, California, extending from the San Diego/Riverside County line to the I-15/I-215 diverge. The corridor is approximately 10 miles long and encompasses three service interchanges and five ramps (one diamond interchange and two partial cloverleaf interchanges). Transmax has prepared this SOW. It covers design support; device driver development for control of loops (either via 2070’s or 222i card), advisory VSLS and VMS with pre-stored frames; software localization; implementation; algorithm tuning; and operator training. Software licensing, hosting and support is not covered under this SOW and will be provided under a separate Software as a Service (SaaS) agreement. ATTACHMENT 2 167 CONFIDENTIAL 1.1 Solution Overview STREAMS Smart Motorways natively contains most features required to meet the objectives of the project, although the I-15 pilot does contain some aspects that will require software refinement. The solution will be cloud hosted (AWS data center in the United States) in an environment managed by Transmax. RCTC and other end users will access the solution via a web-based user interface (UI). There are some components of the solution that are not currently localized for the US such as algorithm configuration tools that Transmax will use during the pilot to provide elements of their scope. Field processors (FPs) are ruggedized edge connectors installed in cabinets on the roadside that intermediate connections between the Intelligent Transport System (ITS) devices and the application server. Field Processors implement low latency control requests. Crucially, they also implement sensible logic if a network disconnection between the field and cloud-hosted application server occurs. The I-15 project corridor is expected to include advisory Variable Speed Limit Sign (VSLS) devices. Each VSLS site will be accompanied by a cabinet containing a field processor and a site or group controller to ensure synchronization and that conflicting requests cannot be placed on different signs at the same site (e.g., due to configuration or user error). Data on the operation of the system will also be available via Representational State Transfer (REST) interfaces. Caltrans may configure their existing systems (e.g., Ramp Metering Information System (RMIS), Advanced Traffic Management System (ATMS) or Performance Monitoring System (PeMS) as desired to poll these interfaces for current device information. 168 CONFIDENTIAL 1.2 Device Connections This solution includes several different types of field devices that will be managed by STREAMS Smart Motorways. The Transmax website contains a current list of Supported Devices. Device makes and models not listed on this page (or using a different protocol) will require software customization. The supported devices and protocol information can be found at: https://www.transmax.com.au/what-we-do/streams/supported-devices/ Below is an overview of the types of field devices and how they will be integrated with STREAMS Smart Motorways Vehicle Detection RCTC intends to use The Infra-Red Traffic Logger (TIRTL) vehicle detectors provided by CEOS on the mainline. The TIRTL controller and FP in the roadside cabinet communicate via an Ethernet (TCP/IP) switch. The FP aggregates data from the TIRTL and sends this to STREAMS Smart Motorways (also via the ethernet switch) for processing. TIRTLs are part of several STREAMS installations and if the standard, proprietary protocol is used then software customization should not be required. RCTC intends to use a combination of new and existing vehicle detector loops on entry and exit ramps. Transmax will need to develop a device driver to communicate with the loop controllers. Pending further investigative work and driver development, the FP will either consume vehicle detection information either from the 2070 controllers (preferred); or from dedicated loop controllers meeting Caltrans Transportation Electrical Equipment Specification (TEES) for model 222i intelligent loop detector sensor units. Ramp Signals Ramp signal controllers (RSC) will be connected to STREAMS Smart Motorways via FPs in the roadside cabinet. The current RSC at Temecula Parkway is an Intelight 2070 ATC controller. This is the same controller used in the CDOT Smart 25 pilot and will be the same model used on all ramps in the I-15 pilot. In Australia and Denver, vehicles are released from ramps simultaneously at all lanes and if the same configuration, model, and protocol is used, then no software customization should be required. It is assumed that any accompanying warning beacons are controlled directly via the 2070 ATC. Variable Message Signs Variable message signs (VMS) and sign controllers will be connected to STREAMS Smart Motorways via FPs in the roadside cabinet. The VMS and associated controllers to be used on the project will all be of a common type and specification and will comply with Caltrans Specification for Changeable Message Sign System, CMS Model 700 series or similar, TEES 2020. All signs will be controllable using the same protocol and collection of NTCIP v1203 object definitions. Transmax will develop driver(s) to support control of the following types of VMS to be deployed: • Ramp Status VMS • Part Time Shoulder and Lane Use Management VMS • Advisory Variable Speed Limit Signs and Co-located VMS Ramp Status VMS 169 CONFIDENTIAL A Ramp Status VMS will be installed at the entrance to ramps. It is a requirement that the System Operator be able to override Ramp Status signs with a message such as “Ramp Closed”. This will require the sign to be controlled by STREAMS rather than the 2070 ATC. Part Time Shoulder and Lane Use Management Part Time Shoulder and Lane Use Management System (LUMS) signs will be installed at one site approaching the Rancho California Road interchange. The signs will change display depending upon the current metering status of the 2070 ATC. The Rancho California ramp meter will still be permitted to meter traffic in the event that the part time shoulder and lane use management signs become unavailable. Advisory Variable Speed Limit Signs and Co-Located Variable Message Signs Advisory VSLS will be used to slow or warn traffic of a potential queue ahead. A group or site controller must be installed roadside, and intermediates between the FP and signs, to ensure that pairs of VSLS are synchronized, cannot show conflicting messages, and blanks in some failure modes such as comms disconnections. The co-located VMS will be configured to display a single message such as “slow traffic ahead” when the advisory VSLS are active. Independent to the VMS described above, there are a limited number of additional VMS within the corridor that will continue to be controlled by the existing VMS control system and are out of scope of the I-15 pilot. CCTV There are multiple closed-circuit television (CCTV) cameras installed along the route. These will be connected to the existing CCTV system, rather than to STREAMS Smart Motorways. Transmax will require access and permission to view and control the relevant cameras in this system to assist with professional services delivery as described later in this document. 170 CONFIDENTIAL 2. Description of Services and Specifications 2.1 Overview of services To support the RCTC I-15 Smart Motorways Pilot Project, Transmax proposes to provide the following services: • Support during the preparation of the Concept of Operations (ConOps) and Systems Engineering Management Plan (SEMP) • Software localization and/or customization to ensure the system meets project needs • Design and implementation of a cloud-hosted STREAMS Smart Motorways solution • System configuration & commissioning support • Supply of FPs to enable device connections from the roadside • Configuration and tuning of coordinated ramp metering system • User training • Develop drivers to accommodate and support the system 2.2 CONOPS/SEMP preparation support Transmax will provide support for the ConOps documentation and implementation with a focus on how STREAMS Smart Motorways works to inform the overall design. This is anticipated to include ConOps content addressing: • System monitoring needs • Ramp metering control needs • VSLS control needs • Data management needs • Testing procedures • Potential constraints Transmax will assist with review of other sections of the ConOps documentation to help align the proposed system with targeted traffic management outcomes during implementation. This is anticipated to include review of: • System users and their needs • Operational scenarios • Traffic management devices Transmax does not accept responsibility for the safety of design and recommends this be provided by subject matter experts external to Transmax 2.3 Software customization and localization STREAMS Smart Motorways software natively contains most features required to meet the objectives of the project, although the I-15 pilot does contain some aspects that will require software modifications to support the project. Transmax will undertake the following software changes to enable delivery of the pilot: • Adaptions to enable VSLS displaying speeds in miles per hour for standard increments (as defined in the Concept of Operations) • Addition of a web-based interface that allows the override of ramp metering • Addition of a web-based interface that allows the transportation management center (TMC) to turn off the VSLS 171 CONFIDENTIAL 2.4 System design and implementation Transmax will analyze, design, and deliver a STREAMS Smart Motorways system utilizing cloud-based services. Transmax will document a high-level system architecture and design document of the STREAMS Smart Motorways system to be deployed for the trial. Based on the system design, Transmax will establish the system hosting and deploy STREAMS Smart Motorways and the required application components ready for device configuration and commissioning. 2.5 System configuration & commissioning support The system needs to be configured with the core components, integrated systems, and device connections. Transmax will configure the necessary ITS device objects in the system i.e STREAMS*, to facilitate monitoring and control of the approved ITS infrastructure on the road. This will include FPs, 2070 ATCs, vehicle detectors, VMS and VSLS. Transmax will also configure, in STREAMS*, the transport network specification, system rules, system parameters, algorithms, and control logic that governs the system’s control of approved ITS infrastructure on the road. In addition, to configuration undertaken within the system, Transmax will provide support to the project during site installation and acceptance testing of devices, to support this Transmax will provide a resource onsite for a period of four weeks., currently forecast to be March 2024 as per current programme schedule. The identified duration of 4 weeks assumes that key technical personnel from both the customer (RCTC & or CALTRANS) and installation contractors are available as required during this period. *Transmax provides configuration support within STREAMS ONLY, other ITS vendor systems will need to be configured by others 2.6 Supply of Field Processors Field processors (FPs) are industrial computing devices that are a key component of the device integration functionality in STREAMS. To support the solution for RCTC, Transmax will supply, and ship 35 FP devices prepared for installation. RCTC will be required to arrange for the installation of FPs in the field cabinets as part of construction works. Any additional FP’s required beyond the identified number of 35 will be delivered at an additional cost. 2.7 Algorithm tuning Transmax will assess vehicle detection data and existing ramp and VSL behavior and performance during a 12-week data collection period in the lead up to, and for the four weeks following go-live of full operations. This assessment will govern the initial value setting of attributes controlling VSL and ramp behavior. In addition, Transmax will review and adjust ramp metering and VSL operations on a quarterly basis for the the first year of operation, and once every six months during the second year of operation. This review will include recommendations and adjustment to ramp management algorithm attributes and VSL attributes. The intent of this ongoing tuning is to ensure the system 172 CONFIDENTIAL continues to deliver maximum possible benefit while traffic volumes and driver behavior change over time. 2.8 User training To ensure RCTC operators and project stakeholders are comfortable and confident in the use of the provided Web Based UI, Transmax will provide: • Online training in the use of the dashboards and reporting toolkits. This will include training on advisory VSLS operations and ramp overrides • Remote training delivery will comprise 6 x 1.5-hour sessions delivered to a group of up to six RCTC participants each. • Access to self-service instructional videos. 2.9 Clarifications For clarity, please be aware of the following points and/or assumptions: 1. All connections to field devices will be via FPs locally installed in the ITS network and not directly to the cloud system. 2. RCTC will arrange for the installation and maintenance of field devices and the field network, including Transmax supplied FPs 3. Ramp signal controllers will be provided by RCTC and will be Intelight 2070 LC ATCs with firmware MaxTime RampMeter v2.x. Any device and firmware used that is different to this will fall under the exclusion below for additional device driver development. 4. Others, such as WSP USA will be responsible for performance reporting Transmax will support WSP with reporting capability from the Smart Motorways Dashboard and assist with management of performance reporting information. 5. Transmax will be provided with detailed “For Construction” and “As Constructed” design drawings showing the placement of ITS infrastructure in advance of STREAMS configuration. 6. Transmax will be provided with ITS device configuration information including accurate latitude and longitude of each ITS device, IP addresses and ports used for system communication, credentials, and device identifiers necessary to support STREAMS configuration activities. 7. Transmax will be provided access to CCTV cameras for the purpose of performing algorithm tuning. 8. RCTC is required to implement and manage connectivity between the ITS field network and Transmax's AWS point of presence in the AWS US West (Northern California) region, consistent with a design to be agreed as part of the project. 2.10 Exclusions 1. Control and presentation of the VMS signs along the start of the route as this will be controlled by the existing ATMS system. Transmax assumes this will be done via monitoring the API feed for VSLS activations. 2. Any customizations required to the ATMS or PeMS systems to poll the API for traffic or device data. Transmax assumes this will be done by those familiar with those systems. 3. Travel to site other than to provide commissioning support as described in section 2.5 system configuration is excluded 4. Any real time operations of the software 5. Software licensing, hosting, and support for the solution, which will be provided under a separate agreement. 6. Re-tuning of algorithms to support major changes to the physical transport network, such as additional lanes or changes to ramps. 173 CONFIDENTIAL Anything not explicitly documented in Section 2 “Description of Services and Specifications” of this document 174 CONFIDENTIAL 3. Deliverables The deliverables for the project are as follows. 1. Support during the preparation of the CONOPS/Systems Engineering Management Plan (SEMP) and other early design documentation and system implementation 2. Updated software to support pilot (as per section 2.3) 3. High Level system architecture documentation 4. Configured STREAMS Smart Motorways system and access to Web based User Interface (i.e. SMART Motorways Dashboard) 5. Supplied Field Processors 6. Device Drivers 4. Key Personnel The following key personnel will be assigned to provide the services under this SOW. Customer Key Personnel Name Role David Lewis RCTC Project Manager – Environmental and Design Support Joie Edles RCTC Project Manager – Design and Construction Support Erik Galloway RCTC Principle-in-charge Bryce Johnston RCTC Construction Manager - Civil and ITS contractors Transmax Key Personnel Name Role Anant Singh Project Manager Matt Kluck Principal Consultant Isaac Rooskov Product Manager (STREAMS Smart Motorways) Damien Assink Director – Professional Services 5. Customer materials • Plan drawings of the project corridor identifying: • Mile points • Lane, line, and signage information • Posted speed limits • Placement of existing and planned: o CCTV cameras o Loops o TIRTLs o VSL signs o VMS o Ramp signals o Ramp control signs and beacons o 2070 controllers o Cabinets 175 CONFIDENTIAL o Network switches o Static speed signs and other roadside signs • Latitude and longitude (within two feet) and chainage of each of the previous devices. • Details and examples of naming conventions employed by RCTC / Caltrans for ITS and network devices. • ITS device controller specifications for loops, TIRTLs, VSL signs, VMS, ramp control signs and beacons, 2070s identifying: • Make and model • Firmware version • Ethernet and port details (or alternate required communication settings) • Supported protocols and protocol documentation • Support documentation • Access to product host control system (configuration tool) supporting each ITS device type • ITS network diagrams and documentation identifying: • IP address and DNS name for each network switch to which an ITS device will be connected • IP address and required port numbers for each ITS device controller • IP address range reservations for each ITS device type • Details of network endpoints and security requirements for the (Direct Connect / IPSec / Other) connection between Caltrans’ ITS field network and the STREAMS network in AWS. • Wiring diagrams for roadside cabinets • Remote desktop access to a host on Caltrans’ ITS field network providing network access to each ITS device • Test lab with at least one device of each type (for integration testing and setup purposes) • Names and email addresses for STREAMS Smart Motorways Dashboard users • Specification and sample copies of existing performance reports used by Caltrans / RCTC • Details and locations of existing INRIX (or other) travel time stations (if used). • Remote desktop access to Caltrans CCTV system with the ability for pan/tilt/zoom control of cameras located within the project limits. 6. Acceptance Procedure Live software demonstration including. • User override of ramps • User override of VSLS • Ramp algorithm in use • Reporting and analytics tools functioning 176 CONFIDENTIAL 7. Project schedule and milestones This SOW will terminate upon the earlier of the completion of the Services specified above, or the termination of this SOW as set forth in the Agreement. Item Target Completion Date CONOPS/SEMP preparation support TBC Software Customization (TBC System Design and Implementation TBC STREAMS Configuration TBC Supply of Field Processors TBC Algorithm Tuning TBC – initial tuning xx/Ongoing through pilot User Training TBC 8. Service Fees and Payment Terms Fees Item Amount USD CONOPS/SEMP preparation support $75,000.00 Software customization and localization $300,000.00 System Design and Implementation $295,000.00 System Configuration & commissioning support $225,000.00 Supply of Field Processors $95,000.00 Algorithm tuning $209,000.00 User Training $40,000.00 Device Drivers $650,000.00 TOTAL $1,889,000.00 Payment Terms The customer will be invoiced monthly based on the percentage complete of the items above. In the event works are delayed for reasons beyond Transmax’s control, Transmax will invoice the full fee for the relevant activity, on the previously agreed completion date for that activity. The customer must pay fees set out in each invoice within 28 days of receipt. 177 CONFIDENTIAL 9. Additional Terms There are no additional terms included in this Statement of Works This Statement of Work shall be attached to and incorporated into the Agreement and is subject to all the terms and conditions of the Agreement. Transmax Pty Ltd By: Name: Title: Signature Date: [Insert Customer Legal Entity Name] By: Name: Title: Signature Date: 178 SCHEDULE 3: FORM OF CHANGE ORDER AMENDMENT AMENDMENT TO STATEMENT OF WORK SOW Effective Date [Insert Date] SOW Identifier [E.g., SOW #2 / 2022] The Customer [Insert Customer Legal Entity Name] This amendment (“Amendment”) is made as of [Insert Date] (the “Effective Date”) by and between Transmax Pty Ltd (“Transmax”), and [Insert Customer Legal Entity Name], (“Customer”) and amends Statement of Work with an effective date of [Insert SOW Effective Date] submitted pursuant to the Transmax Services Agreement with an effective date of [Insert Services Agreement Effective Date] (“Agreement”). Capitalised terms in this Amendment will have the same meaning given them in the Agreement or the Statement of Work, unless otherwise stated in this Amendment. 1. Change Notice. The parties now wish to amend the SOW pursuant to clause 3.9 of the Agreement. 2. Revised Services. [Identify changes to Services, scope, milestone dates etc.] 3. Revised Pricing. [Identify changes in fees and/or payment dates.] By signing below, the Parties agree to be bound by the terms of this Amendment: Transmax Pty Ltd By: Name: Title: Signature Date: [Insert Customer Legal Entity Name] By: Name: Title: Signature Date: 179 S aaS Agreement – USA 2022 Page 1 SaaS AGREEMEN T FOR I-15 SMART FREEWAY PILOT PROJ ECT TRANSMAX & RIVERSIDE COUNTY TRANSPORTATION COMMISSION ATTACHMENT 3 180 S aaS Agreement – USA 2022 Page 2 SaaS AGREEMENT FOR I-15 SMART FREEWAY PILOT PROJ ECT THIS Software as a Service (SaaS) AGREEMENT (“Agreement”) is made on [date ] BETWEEN: [legal name of Customer] of [address ] (“Customer ”) AND Transmax Pty Ltd (ABN 59 099 487 573) Level 5, 143 Coronation Drive , Milton , Queensland 4064, Australia (“Transmax”) The parties agree as follows: 1 OVERVIEW 1.1 Summary (a) This Agreement sets out the terms and conditions that govern the Customers access to and use of the Software. (b) This Agreement also sets out the Service Levels that apply to the availability and performance of the Software. (c) Transmax agrees to provide the access to Software to the Customer for the Term so that the Customer can use the Software during the Term , in accordance with this Agreement. (d) This Agreement does not cover profess ional services, such as installation, configuration or training services. Transmax may agree to provide such services to the Customer in accordance with that certain Transmax Comprehensive Professional Services Agreement entered into between the parties . (e) This Agreement is initially for Customer’s I-15 Smart Freeway Pilot Project and can be continued after the trial or expanded to cover other freeways as agreed by the parties . 1.2 The Agreement (a) This Agreement includes these standard terms and the details set out in the Schedules . 1.3 Precedence (a) In the event of any inconsistency between the main body of this Agreement and the Schedules, the main body will prevail. 2 TERM (a) This Agreement commences on the Commencement Date and continues until the expiry of the Initial Term , unless terminated earlier in accordance with clause 10 or renewed under clause 2(b). 181 S aaS Agreement – USA 2022 Page 3 (b) Prior to the expiry of the Initial Term, or any subsequent renewal term, the Customer will have the option to extend the Agreement by providing Transmax with no less than 90 days' written notice prior to the expiry of the Initial Term or then current renewal term, as the case may be. (c) The Customer shall have the right, in its sole discretion, to novate this Agreement to the California Department of Transportation (“Caltrans ”). The terms and pricing until 31 December 2026 shall remain the same, provided that, i n the event that Transmax is required to undertake additional work because of the novation or to comply with Caltrans ’ policies and procedures, Transmax can reprice as part of the novation process. Transmax may increase prices by no more than 10% a year after 31 December 2026. 3 THE SOFTWARE 3.1 Provision of license and access to the Software (a) Subject to the terms and conditions of this Agreement, Transmax hereby grants to Customer a renewable, non -exclusive, non -transferab le (except as otherwise specified herein) right and license for Customer and its End Users, as defined below, to access and use the Software , including any Third Party Products, as defined below, during the Term. This license does not require Transmax to provide the Customer or its End Users access to or a copy of the source code for the Software. The Customer may allow Caltrans to access the product dashboard for the Software as used by the Customer. (b) To access and successfully use the Software, the Customer must use a fast Internet connection and browser software that meets the requirements set out in the Product Description . The Customer must also e stablish and maintain a network connection incorporating redundancy between Transmax’s managed service environment and the Customer’s ITS field network. (c) Transmax will use reasonable commercial endeavours to provide access to the Software on a “24 hours 7 days a week” basis, subject to scheduled downtime and service interruptions. The Service Levels specify the Customer’s rights and Transmax’s obligations in respect of service interruptions caused by Transmax. (d) Transmax will provide access to the Software in a professional manner and in accordance with good industry practice. (e) In providing access to the Software , Transmax will comply with all relevant Laws that are applicable to Transmax. (f) The production instance of the Software will be hosted in the United States. (g) Transmax’s technical personnel are in Australia. The Customer acknowledges that Transmax may access the Software remotely from Australia. (h) Transmax reserves the right to discontinue access to the Software at the end of the Term unless this Agreemen t is replaced by a new agreement providing rights of access to and use of the Software. Functionality (i) As at the Commencement Date, t he Software will have the functionality as set out in the Product Description . (j) Transmax may change functionality of the Software from time to time , provided that such changes do not reduce or eliminate the functionality existing as of the Commencement Date . Unless an 182 S aaS Agreement – USA 2022 Page 4 urgent change is needed. Transmax will endeavour to give the Client 90 days’ notice of any such change. If the change reduces or eliminates functionality, in addition to any other rights or remedies the Customer may have under this Agreement, the Fee shall be reduced to reflect the value of the reduced or eliminated functionality. If applicable, Transmax shall remit a refund to Customer of any such portion of the Fee paid in advance by Customer. (k) Transmax may make available enhancements or updates to the Software , but is under no obligation to do so , unless such enhancements or updates are necessary to ensure the functionality of the Software as described in this Agreement, in which case Transmax shall make the enhancement or updates available to Customer. Any bug fixes, enhancements and updates as determined by Transmax, and necessary enh ancements and updates to maintain the functionality of the Software, as described in this Agreement shall be provided to Customer at no additional cost. If Customer requires custom enhancements to the Software, Customer may engage Transmax to create such enhancements pursuant to the Transmax Comprehensive Professional Services Agreement. (l) Where Transmax choose s or is required to make available any patches, updates, enhancements, add-ons or hot -fixes to the Software , this Agreement also applies to these chan ges unless they are accompanied by separate terms that are agreed to by the Customer . (m) Subject to paragraph (b) above, Transmax reserves the right to discontinue any functionality of the Software in respect of security or intellectual property issue or to comply with Law. (n) In order to provide the Software, Transmax may use data and software from external sources (“Third Party Products”). The Customer agrees to comply with the legal or contractual requirements in respect of the Third -Party Products. Any breach of these requirements will be deemed to be a breach of this Agreement. The requirements for Third Party Products are accessible through the customers user interfaces and may be amended by Transmax from time to time . Transmax may alter or ceas e providing some or all of the Third -Party Products at any time without prior notice to the Customer, provided that such actions do not reduce the functionality of the Software . Transmax will provide support to Customer for any issues concerning the functioning of any Third -Party Products. 3.2 Documentation (a) Transmax will provide the Documentation to the Customer. (b) The Documentation will be in English , and will be understandable by a typical end user. (c) Transmax will periodically update the Documentation so that it accurately relates to the Software. 3.3 Cooperation (a) Transmax will act in a professional and cooperative manner when dealing with the Customer. (b) The parties will always act reasonably and in good faith when dealing with each other. (c) If Transmax is required by the Customer to work with other suppliers or contractors of the Customer, Transmax will act cooperatively and in a friendly and professional manner when doing so. (d) If Transmax attends the Customer’s premises or sites , Transmax must comply with the Customer’s relevant policies and directions known or made known to Transmax . (e) Where a party is required to review or approve a document or other item, the reviewing party must do so promptly, within in 10-working days, and if required must provide detailed and considered feedback to the other party . (f) The Customer agrees to prepare for and attend scheduled or agreed meetings, and actively participate in such meetings as required. The Customer’s Personnel who attend such meetings 183 S aaS Agreement – USA 2022 Page 5 must be knowledgeable about the issues relevant to the Customer that are agenda items for such meetings. (g) The parties shall meet at regular intervals, at a minim um monthly or quarterly, as agreed or requested by the Customer to review the Customer’s use of the Software and to obtain the Customer’s feedback. These meetings may take place using electronic conferencing technolo gy. 3.4 Transmax’s Responsibilities (a) To support the Software, Transmax will be responsible for the following : (i) System monitoring of the Software; (ii) Provision of technical advice and support to the Customer that is related to the Software; (iii) Updat ing the Software; (iv) Provision of third -party system monitoring required for the Software; (v) Customer issue investigation and support in line with agreed services levels in the Product Description for the Software; and (vi) Customer change request management in line with a greed services levels in the Product Description for the Software. (vii) Coordination with the Customer's Intelligent Transportation System (ITS) operator as set out in Schedule 2 . 4 THE CUSTOMER’S RESPONSIBILITIES 4.1 Accounts (a) To access the Software, the Customer mu st establish one or more user accounts, each with a user name and password. The Customer may only establish user accounts for its employees , Caltrans, contractors and consultants (“End Users”). The Customer must not establish accounts for people who are not its employees, contractors or consultants. (b) Each of the Customer’s End Users must have their own user account and must not allow others to access the Software via that End User’s user account. User accounts , access credentials and passwords must not be shared. (c) The Customer must ensure that user names , access credentials and passwords for its End Users are kept confidential and secure. (d) The Customer is responsible for all use and activities that occur under the user accounts of the Customer’s End Users , regardless of whether such use and activities are authorized by the Customer. (e) Transmax is not responsible for unauthorized access to the Customer’s account, unless such unauthorized access is the result of Transmax’s failure to comply with its security obligations as set forth in Section 12(a) of this Agreement . (f) The Customer is responsible for End Users’ use of the Software . (g) The Customer m ust ensure that all End Users comply with the Customer’s obligations under this Agreement. Transmax may require that each End User agree with legal terms that are not inconsistent with this Agreement before using the Software. 184 S aaS Agreement – USA 2022 Page 6 (h) If the Customer become s aware of any violation of the Customer’s obligations under this Agreement caused by an End User, the Customer will immediately suspend access to the Software by such End User and inform Transmax. (i) The Customer must nominate a single Customer Repres entative that will be the primary point of contact for Transmax and who is authorised to make decisions on behalf of the Customer in relation to the Software. The initial Customer Representative is set out in Schedule 1. 4.2 Content , Data and Configurations (a) Transmax will pre -configure the Soft ware for t he Customer so that the Software operates in accordance with Schedule 2. (b) The Customer is responsible for all content, data and configurations that are set or input by the Customer into the Software. The Custome r is responsible for the development, maintenance, accuracy and use of such content, data and configurations. (c) The Customer must ensure that all content, data and configurations set or input by the Customer into the Software do not violate any laws, will no t adversely impact the operation of the Software and will not impact other users of the Software. 4.3 Customer’s Security and Backup (a) The Customer is responsible for taking appropriate action to secure, protect and backup the Customer’s accounts used to access the Software in a manner that will provide appropriate security and protection. 4.4 Customer’s Own Use (a) The Customer may only use the Software and the Documentation for the Software (i.e., the product documentation) for the Customer’s own use . This clau se does not govern how the Customer may use the Customer’s data, the output of the Software and KPI data. (b) The Customer may only use the Software for the purpose for which the Software is designed. (c) The Customer must not resell the Software, must not use the Software to provide services to others and must not use the Software to operate a service bureau. (d) The Customer must not copy or attempt to copy any Software code. 4.5 Field Network (a) The Customer is responsible for provisioning and maintaining: (i) ITS field equipment that connects to the Software; and (ii) network connectivity between ITS field equipment, any edge devices with components of the Software installed, the ITS Network, and the Software itself. (b) Where specified in Schedule 2 that Transmax supplies the Cu stomer with equipment that includes part of the Software embedded in the equipment, Transmax grants to the Customer a perpetual license to use that Software in the equipment supplied. The equipment may include functionality to allow the remote updating of the Software. If the parties agree, Transmax may update the Software on such equipment remotely. 4.6 Support (a) The Customer must provide a means for Transmax’s support Personnel to determine whether the Software is available when resolving incidents. 185 S aaS Agreement – USA 2022 Page 7 (b) If reason ably requested by Transmax, where the Customer raises a support incident , t he Customer must assist Transmax’s support Personnel with troubleshooting activities. (c) The Customer must keep Transmax informed of relevant changes to the Customer’s infrastructure a nd organisation that may impact the operation of the Software . 5 INTELLECTUAL PROPERTY 5.1 General (a) No Intellectual Property Rights are transferred or assigned from one party to the other by virtue of this Agreement. 5.2 Customer Intellectual Property (a) The Customer owns all Intellectual Property Rights in all content, data and configurations that are set or input by the Customer into the Software . (b) The Customer hereby grants to Transmax a non-transferrable, personal, royalty-free license to Transmax for the Term to use and copy content, data and configurations that are set or input by the Customer into the Software to enable the Customer’s operations of the Software and for Transmax’s internal research, development, testing and product improvement purposes. (c) Transmax has no right to use the Customer ’s trademarks or brands unless explicitly provided for in a separate trademark licence agreement. (d) With Customer’s prior written consent, Transmax may identify the Customer as a customer of Transmax including in market ing and promotional materials. In bids for new work, Transmax may use the Customer as a reference site but will inform the Customer and obtain the Customer’s prior written consent before to doing so. 5.3 Transmax Intellectual Property (a) Transmax own s all Intellectual Property Rights in the Software and Documentation. This includes Intellectual Property Rights in any reports, computer code, interfaces, methodologies, know -how, artwork, logos and branding and the look & feel of or relating to the Softw are . (b) Transmax hereby grants to the Customer a non-transferrable, personal, non -sublicensable, royalty- free licens e for the Term to use and copy the Documentation for the Customer’s operations of the Software . 5.4 Non -infringement by Transmax (a) Transmax will not infringe any Intellectual Property Rights when providing the Software or in creating the Documentation. (b) Transmax warrants that the Customer’s use of the Software will not infringe any Intellectual Property Rights in the United States . (c) Transmax indemnifies the Customer against any liability (including liability for reasonable legal costs) based on a claim that use of the Software by the Customer and the Customer’s End Users in the United States in accordance with this Agreement is an infringement o f the Intellectual Property Rights of any third person. (d) As a condition of reimbursement under the indemnity in paragraph (c) above, the Customer must notify Transmax of a claim as soon a s practical, keep Transmax informed of all material aspects of the claim of which the Customer is aware , and follow all reasonable directions of Transmax relating 186 S aaS Agreement – USA 2022 Page 8 to the claim. The Customer must not settle or compromise the claim, or take any steps in relation to the claim that ma y prejudice Transmax in any way without Transmax’s prior consent. The Customer must, at Transmax’s cost, provide all cooperation and assistance reasonably requested by Transmax in defending or otherwise addressing any claim. If Transmax requests, Transma x will conduct the defence of the claim at Transmax’s expense. (e) If a party becomes aware that the Software or Documentation are , or are threatened to become subject to any injunction, or are determined to be infringing of any rights, that party must notify the other party. If so, Transmax has the option to (I) procure for the Customer the right to continue use of the Software or Documentation (or any portion thereof) as contemplated under this Agreement or (II) replace or modify the Software or Documentatio n (or any portion thereof) such that they are non - infringing, provided that the replacement or modification is equivalent in function and meets the requirements and specifications of this Agreement to the Customer’s satisfaction. If (I) or (II) are not available to Transmax , Transmax has the right to terminate this Agreement , or require the Customer to cease use of the relevant Software or Documentation . When the Customer so complies, the Customer will not be liable to make further payments to Transmax directly relating to use of such Software or Documentation. 5.5 Infringement By Customer (a) The Customer must not infringe any Intellectual Property Rights in the way the Customer uses the Software or in inputting or setting any content, data or configu rations into the Software. 5.6 Improvements to the Software and Documentation (a) If Customer provides or discloses ideas, concepts, improvements or knowhow to Transmax relating to the Software or Documentation , then notwithstanding the foregoing, Transmax will own all such ideas, concepts, improvements and knowhow, and the Customer hereby assigns all Intellectual Property Rights therein to Transmax. 6 FEES, PAYMENT AND TAXES 6.1 Fees and Payment (a) The Customer must pay the Fees set out in each invoice within 45 days of receipt, in accordance with this clause 6. (b) The total amount to be paid by Customer under this Agreement for the Initial Term shall not exceed ____________, unless approved in writing by Customer’s Executive Director. (c) The Fees must be paid by the Customer to Transmax in U.S. dollars, by electronic bank transfer or wire transfer into Transmax’s Australian bank account in U.S. dollars. (d) If the currency exchange rate between the US dollar and Australian dollar, where the current rate is 1 US Dollar = 1.47 Australian dollar, varies by more than 5% for a period of no less than 3 months, either party may seek to adjust the pricing to reflect the change in the currency exchange rate. The exchange rate information used to inform this decision will be sourced from the US Federal Reserve Federal Reserve Board - Foreign Exchange Rates - Country Data - H.10 . (https://www.federalreserve.gov/releases/h10/hist/ ). The intent of this section is to adjust for the value of U.S. dollar pricing in Australian dollars such that, through the term of this Agreement, Transmax will generally receive the same number of Australian dollars after conversion. (e) Transmax may only issue invoices to the Customer in accordance with the terms of this Agreement. Invoices shall be in such form and contain such information as reasonably required by the Customer. 187 S aaS Agreement – USA 2022 Page 9 (f) The Customer may, acting reasonably and in good faith, dispute an invoice. If so, the Customer may withhold payment of the amount in dispute until the dispute is resolved but must pay the undisputed portion of the invoice on time. (g) If an invoice is disputed, the parties will work together to resolve such dispute in good faith and where applicable, Transmax will submit a revised invoice to the Customer. (h) The parties have no right of set -off against each other. (i) If the Customer request s additional functionality or software modules not covered by this Agreement but that are available from Transmax, Transmax will provide the Customer with the price for such functionality or software modules, and the Customer may purchase such additional functionality or software modules if the Customer so desires. Subject to the foregoing, Transmax may not increase the Fees or add new Fees until after 31 December 2026. After that date, Transmax may increase the Fees by no more than 10% a year by giving the Customer at least 30 days’ prior notice. (j) Transmax may elect to charge the Customer interest at the rate of 1.5% per month (or the highest rate permitted by Law, if less) on all late payments. (k) All Fees paid by the Customer to Transmax are non-refundable, unless otherwise stated in this Agreement. 6.2 Taxes (a) The Fees exclude any taxes or duties payable in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Transmax, the Custom er must pay to Transmax the amount of such taxes or duties in addition to any fees owed under this Agreement . (b) Notwithstanding the foregoing, if the Customer has obtained an exemption from relevant taxes or duties as of the time such taxes or duties are le vied or assessed, the Customer may provide Transmax with such exemption information, and Transmax will use reasonable efforts to provide the Customer with invoicing documents designed to enable the Customer to obtain a refund or credit from the relevant re venue authority, if such a refund or credit is available. (c) The Customer will pay all fees net of any applicable withholding taxes. The parties will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Transmax qualifies for a tax exemption, or a reduced treaty withholding rate, Transmax will provide the Customer with reasonable documentary proof. The Customer will provide Transmax reasonable evidence that the Customer has paid the relevant autho rity for the sum withheld or deducted. (d) Transmax notified the Customer of THE DOUBLE TAXATION TAXES ON INCOME CONVENTION BETWEEN THE UNITED STATES OF AMERICA AND AUSTRALIA, available at https://www.irs.gov/pub/irs -trty/aus.pdf. 7 CONFIDENTIALITY (a) Each party agrees to keep strictly confidential, and not to disclose, the Confidential Information of the other party. (b) Each party agrees to use the Confidential Information of the other party solely to carry out its obligations or receive the benefits of this Agreement. (c) Notwithstanding the foregoing, a party may disclose Confidential Information of the other party: (i) to its legal advisors , accountants, auditors on a confidential need -to -know basis ; 188 S aaS Agreement – USA 2022 Page 10 (ii) to its employees and contractors on a confidential need -to -know basis ; (iii) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; or (iv) to the extent required by Law including, but not limited to, the California Public Records Act (“CPRA”) or pursuant to a binding order of a government agency or court . (d) Subject to clause 6(e) below, the Customer must not disclose specific confidential information contained in this Agreement and marked as confidential, to anyone other than to the Customer’s legal advisors, accountants and auditors on a confidential basis. Transmax acknowledges that Customer is subject to the CPRA. Transmax acknowledges that the entirety of this Agreement is not exempt from disclosure under the CPRA. If Customer receives a CPRA request, Transmax shall provide in writing to Customer a valid legal basis under the CPRA for nondisclosure of any portion of the Agreement marked as confidential. (e) In addition to the above, the following shall apply to any withholding by Customer of Transmax Confidential Information: (i) Transmax, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the withholding from disclosure under the CPRA by Customer at Transmax’s request of any Transmax Confidential Information. (ii) Transmax shall indemnify and hold Customer harmless from all costs and expenses, including attorney’s fees in connection with any such action; and (iii) Customer shall have no liability to Transmax for disclosing any reco rds in compliance with its requirements under the CPRA. 8 PRIVACY (a) Each party must comply with all applicable Privacy Laws in respect of Personal Information that: (i) one party discloses to the other party; or (ii) comes into the possession or control of that party arising out of or in relation to the performance of this Agreement . (b) The Software is not designed to process Personal Information and the Customer must not input Personal Information into the Software . 9 FORCE MAJEURE (a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed (in whole or in part) due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. (b) The Affected Party must promptly, not to exceed twenty -one (21) days, after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other pa rty of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so. 189 S aaS Agreement – USA 2022 Page 11 10 TERMINATION AND SUSPENSION (a) Eithe r party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if: (i) the other party experiences an Insolvency Event; or (ii) the other party breaches any material provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within 21 days after receiving written notice from the terminating party requiring it to do so; or (iii) required to comply with any Law. (b) The Customer may terminate t his Agreement on 90 days' written notice for any reason and without cause. If the Customer does so, the Customer must pay Transmax for any outstanding sums due or incurred prior to the date of termination and the early termination fee as set out in Schedule 3 . (c) Without limiting Transmax’s right to terminate, Transmax may immediately suspend provision of the Software to the Customer: (i) if the Customer is overdue on payment of Fees by more than 7 days after not ice from Transmax of such overdue Fees , such notice not to be given until 45 days after the relevant invoice for such Fees was issued to the Customer; or (ii) the Customer’s or an End User’s use of the Software poses a security risk to the Software or any third party, could adversely impact Transmax’s systems, the Software or the systems of any other customer, or could be fraudulent , as reasonably determined by Transmax; or (iii) if the Customer otherwise breaches this Agreement after notice of such breach and reasonable opportunity to cure . Transmax shall immediately notify Customer of the cause for suspension, and the actions of Customer required in order for Transmax to reinstate provision of the Software. (d) The Service Levels d o not apply during any period of suspension. (e) The Customer may not withhold payment of Fees because of or during any period of suspension. (f) Following any termination or expiration of this Agreement , at the Customer’s request, Transmax will make its staff reasonably available to assist with any transition from the Software to other software on mutually agreeable hourly rates. (g) If the Customer terminates this Agreement under clause 10(a)(ii), then Transmax must refund to the Customer all Fees paid by the Customer to Transmax related to the period after the date of termination on a pro rata basis. 11 WARRANTIES Each party warrants that it: (a) has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement; (b) will comply at all times with applicable Laws; and (c) will not do anything or make any statement that could be reasonably expected to harm the reputation of the other party. 190 S aaS Agreement – USA 2022 Page 12 12 TRANSMAX WARRANTIES (a) Transmax warrants that : (i) Transmax has all applicable licenses, permits and authorisations required to perform its obligations in accordance with this Agreement; and (ii) as at the Commencement Date, the Software will have the functionality as set out in the Product Description ; and (iii) Transmax will implement security procedures that Transmax considers to be appropriate and that comply with industry bes t practice to identify reasonably foreseeable risks to security and unauthorized access to the software and to minimize security risks, including through risk assessment and regular testing. Transmax will designate one or more employees to coordinate and be accountable for the security procedures. (b) Transmax acknowledges that the Customer has entered into this Agreement in reliance on the warranties in detailed in this clause . 13 INDEMNIFICATION, DISCLAIMER AND LIMITATIONS ON LIABILITY (a) Transmax shall indemnify and defend the Customer and its subcontractors , personnel and Caltrans against Losses reasonably sustained or incurred by the Customer as a result of any third-party claim for a cause of action, liability, claim, proceeding, suit or demand arisin g out of or in connection with any wilful misconduct or unlawful or fraudulent act or omission of Transmax relating to this Agreement. In addition, the foregoing indemnification and defense obligation shall also apply to any negligence of Transmax in performance of this Agreement, but such obligation shall be limited to the extent covered by insurance. (b) THE SOFTWARE IS PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, OR TO THE EXTENT EXPRESSLY SET OUT IN THIS AGREEMENT, TRANSMAX (A) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SOFTWARE, AND (B) DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR QUIET ENJ OYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. (c) Except to the extent prohibited by Law, neither party will be liable to the other party for any Consequential Loss suffered or incurred by the other party whether in contract, tort (including negligence) or otherwise in connection with the Agreement, even if a party has been advised of or is aware of the possibility of such damage. (d) Subject to clause 1 3 (e), except to the extent prohibited by Law, the maximum liability of one party to the other party, whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity), is limited to the Fees paid to Transmax under this Agreement in the one year period prior to the event occurring that gives rise to the liability . (e) The exclusions and limitations of liability in clauses 1 3(d ) do not apply to liability in relation to: (i) personal injury, including sickness and death; (ii) loss of, or damage to, tangible property; (iii) an infringement of Intellectual Property Rights; 191 S aaS Agreement – USA 2022 Page 13 (iv) any wilful misconduct, or fraudulent act or omission; (v) a third party claim covered by clause 1 3 (a); (vi) any breach of any obligation under clause 7; or (vii) any obligation to pay Fees to Transmax. (f) The parties agree that the waivers and limitations specified in this clause 1 3 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. (g) A p arty who suffers loss or damage must use reasonable steps to mitigate its loss. The other party will not be responsible for any loss, damage or expenses to the extent that the injured party could have avoided or reduced the amount of the loss, damage or expense, by taking reasonable steps to mitigate its loss. (h) Transmax’s liability under this Agreement will be reduced proportionally to the extent to which any loss was caused or contributed to by any negligence or wilful misconduct of the Customer or its employees or agents. (i) Except as otherwise expressly set forth in this Agreement, and except to the extent prohibited by Law, Transmax excludes liability to the Customer whether in contract, tort (including negligence) or otherwise in connection with the Agreement (including under an indemnity) for: (i) the way the Customer and its Personnel use the Software or for the safety of road users; or (ii) personal injury, death or property damage arising from or related to the failed use, misuse, non-operation or incorrect operation by the Customer of the Software or because of any advice given by Transmax; or (iii) c laims made by third parties against the Custo mer for, relating to or because of the failed use, misuse, non-operation or incorrect operation by the Customer of the Software or because of any advice given by Transmax. The foregoing exclusion shall not apply to liability that arises from a third -party claim covered by clause 1 3 (a). 14 INSURANCE COVERAGE (a) Transmax warrants that it will maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. (b) Without limiting the foregoing, to the extent this Agreement creates exposure generally covered by the following insurance policies, Transmax will maintain at its sole cost and expense at least the following insurance covering its obligations under this Agreement: (i) Public & Products Liability at limits no less than A$20 million in aggregate; (ii) Workers’ Compensation, as required by law; (iii) Technical Professional Indemnity insurance at limits no less than A$5 million in aggregate; (iv) Cyber liability at limits no less than A$1 million in aggregate. (c) Transmax will have the Customer noted on the relevant insurance policies listed above (other than Workers’ Compensation). 192 S aaS Agreement – USA 2022 Page 14 15 ANTI-BRIBERY AND CORRUPTION Each party represents to the other that neither it , nor any of its representatives have been induced to enter into this Agreement , or to cause this Agreement to be entered into, as a result of any illegitimate gift, consideration or other benefit paid by a person to any other person. 16 CONFLICTS OF INTEREST Each party must take appropriate steps to ensure that the other party is not placed in a position where there is or may be an actual conflict, or a potential conflict, between the pecuniary or personal interests of a party, its officials, officers or emplo yees under this Agreement . The parties will disclose to each other the full particulars of any such conflict of interest which may arise. 17 ACCESS TO CUSTOMER IT SYSTEMS (a) The Customer will coordinate with Caltrans who may provide Transmax with access to and use of its information technology systems, including development, test and production environments (“IT Systems”). (b) If Transmax is granted such access and use, Transmax must: (i) access and use only the part of the IT Systems for which it is specifically authorised and no other part of the Caltrans IT Systems ; (ii) access and use the IT Systems only to perform its obligations under this Agreement and not for any other purpose; and (iii) comply with the policies set out in Schedule 4. If the policies are materially updated or changed, or if the Customer requires compliance with new policies, then Transmax (acting reasonably) may charge additional Fees if such updates, changes or additions increase Transmax’s costs. (c) If Transmax is granted such access and use , Transmax must not: (i) use the IT Systems directly or indirectly for any activity or transmit any information or material unlawfully or which is obscene, indecent, uses offensive language, defames or offends any person; (ii) tamper with, hinder the operation of or make unauthorised modifications to the IT Systems; (iii) copy or collect in any way any data from the IT Systems, other than as necessary to perform its obligations under this Agreement; (iv) kno wingly, recklessly or negligently transmit any virus or other disabling feature to or from the IT Systems; (v) remove, disable or modify any security, antivirus or other software in the IT Systems; (vi) damage any of the Customer’s hardware; or (vii) upload anything onto the IT Systems without the Customer’s prior approval. (d) Transmax agrees that the Customer may monitor Transmax’s activities in performing its obligations under this clause , including by computer surveillance. (e) All networking equipment and cloud services provided by Transmax under this Agreement shall meet the ISO27001 security standard or equivalent . Transmax shall make reasonable efforts to ensur e that any networking equipment and cloud services provided by Transmax under this Agreement meet Caltrans IT Standards and are configured to meet existing Caltrans security requirements as 193 S aaS Agreement – USA 2022 Page 15 set out in Schedule 2 . This clause applies from when the Software goes -live in a production environment. If there is non-compliance with this clause at go -live, Transmax will use reasonable endeavors to come into compliance as soon as reasonably practical and will not be deemed a breach of contract . 18 RECORDS AND AUDIT (a) During the Term and for a period of one year thereafter, Transmax will keep all usual and proper records related to the Software and this Agreement. (b) The Customer, Caltrans and the U.S. Federal Highway Administration (“FHWA”) may, upon seven days’ notice, audit Transmax’s records and consult with Transmax’s accountants for the purpose of verifying Transmax’s compliance with the terms of this Agreement, provided that any such audits must be conducted during normal business hours in such a manner as to not unreasonably interfere with the normal business operations of Tran smax. Transmax shall provide remote access to records relevant to the audit and reasonably requested by the Customer, as necessary, for Customer, Caltrans and FHWA to exercise its rights under this clause. (c) Transmax agrees to promptly correct any deficienc ies detected in the audit and will promptly refund any overpayments disclosed by such an audit . 19 ASSIGNMENT, SUBCONTRACTING AND NON-SOLICITATION (a) Transmax must not assign or novate, directly or indirectly, any of its rights or obligations under this Agreemen t without the prior written consent of the Customer, except that Transmax may assign this Agreement in connection with the sale or reorganisation of all or part of Transmax’s business, or due to Queensland government machinery of government change . (b) Transmax may not subcontract any of its obligations and responsibilities under this Agreement without obtaining advance written consent of the Customer., Transmax remains responsible for the performance and conduct of its subcontractors. The Customer give s Transmax permission to subcontract to AWS. (c) Transmax is an independent contractor for the Customer, and nothing in this Agreement is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint ven ture, or franchise. (d) Transmax acknowledges that it is not authorised to make any contract, agreement or warranty on behalf of the Customer. (e) The Customer acknowledges that it is not authorised to make any contract, agreement or warranty on behalf of Tra nsmax. (f) During the period commencing on the Commencement Date and ending one year following the end of the Term, neither party must not, without the othe r party’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the other party; or (ii) hire any person who has left the employment within the one year period following the termination of that person’s employment with the other party. 20 SURVIVAL Without limiting any other provision of this a greement, clauses 5, 7, 8, 13 and 23 survive termination or expiry of this Agreement for any reason. 194 S aaS Agreement – USA 2022 Page 16 21 REPRESENTATIVES Schedule 1 set s out the representatives of each party for the purposes of this Agreement. These representatives will be the first point of contact between the parties in relation to any matter relevant to the Agreement. The contact details of each representative may b e updated from time to time by the party that appointed the relevant representative by notice in writing to the other party. 22 NOTICES Any notice, demand, consent or other communication (a Notice ) given or made under this Agreement: (a) must be in writing and signed by the representative or a person duly authorised by the representative; (b) must be addressed and delivered to the intended recipient by prepaid air courier or by hand or email to the address or email address of the representative of the party as specified in Schedule 1, or as last notified by the intended recipient to the representative; and (c) will be conclusively taken to be duly given or made when delivered, received or left at the above address, or received at the above email ad dress , provided that for email notice to be effective, the email must be copied to the Customer’s secondary contact, as identified in Schedule 1 . If delivery or receipt occurs on a day t hat is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place. 23 DISPUTE RESOLUTION (a) If a dispute arises out of or in relation to this Agreement, either party may notify the other in writing in which case the nominated representative of each affected party must promptly attempt in good faith to resolve the dispute. If the parties are unable to resolve the dispute within seven days of the written notification referred to in this clause, each party must promptly refer the dispute for resolution to one of the Managing Director, Chief Executive or Chief Operating Officer (Senior Executive ) of that party. (b) If the parties are unable to resolve the dispute within 21 days following referral to the Senior Executive of the relevant parties, then the dispute must be resolved by arbitration in accordance with clause (c). (c) Any dispute , controversy or claim arising under, out of or relating to this Agreement (including any Statement of Work) and any subsequent amendments of this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performanc e, breach or termination, as well as non -contractual claims, must be referred to and finally determined by arbitration in accordance with the International Chamber Of Commerce (ICC) Rules of Arbitration. The arbitral tribunal shall consist of a sole arbit rator. The parties agree that arbitration shall be held virtually. The language to be used in the arbitral proceedings shall be English. The dispute, controversy or claim shall be decided in accordance with the law applicable in the federal and state cou rts of California in the United States, without regard to any conflict of law principles. (d) Nothing in this clause 23, shall prevent a party from s eeking urgent injunctive relief before an appropriate court. 24 GENERAL (a) This Agreement contains the entire agreement between the parties with respect to its subject matter. 195 S aaS Agreement – USA 2022 Page 17 (b) Unless otherwise specifically provided in a Schedule, nothing herein shall be construed as creating a minimum commitment for business on the part of the Custome r to Transmax. (c) This Agreement may only be amended by written agreement executed by all the parties. (d) No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver o f the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. (e) The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement. (f) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction. (g) Any claim fo r breach of contract or breach of warranty must be notified to the other party within 90 days of the breach occurring, and any lawsuit relating to such breach must be filed within 1 year of the breach occurring. (h) Each party must bear its own costs arising o ut of the negotiation, preparation and execution of this Agreement. (i) Except as to any rights or obligations of Caltrans expressly set forth herein, this Agreement does not create any third -party beneficiary rights in any individual or entity that is not a party to this Agreement. (j) This Agreement and, to the extent permitted by law, all related matters including non -contractual matters, is governed by the laws of the State of California. In relation to such matters each party irrevocably accepts the exclusive jurisdiction of the Federal and State courts within the State of California and waives any right to object to the venue on any ground s . (k) This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agree ment. 25 DEFINITIONS AND INTERPRETATION 25.1 DEFINITIONS The following definitions apply unless the context requires otherwise. Commencement Date is defined in Schedule 1. Confidential Information means all non -public business or technical information, in any form whether tangible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement , a nd any information or data of Customer provided by Customer or generated through use of the Software . Confidential Information does not include information which party can demonstrate by written records was : (a) already known to that party; (b) received by that pa rty from a third party not under a duty of confidence; or (c) independently developed by that party by people who did not have access to the Confidential Information of the other party. 196 S aaS Agreement – USA 2022 Page 18 Consequential Loss means any indirect or consequential Loss, including any loss of profits, loss of revenue, loss of or damage to data, loss of contract value, loss of anticipated savings, loss of opportunity, and loss of reputation or goodwill. CPI means the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items (1982-84=100), as reported by the Bureau of Labor Statistics of the U.S. Documentation means the documentation and other explanatory materials that is generally provided by Transmax to the users of the Software, whether in hard copy or electronic format, to assist the users of the Software understand and use the Software. End Users are the employees, contractors and consultants of the Customer as set out in clause 4.1. Fees means the fees and exp enses set out in Schedule 1. Force Majeure Event affecting a party means a circumstance beyond the reasonable control of that party causing that party to be unable to observe or perform on time an obligation under this Agreement , including acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution and acts of war and war, general strikes (other than of its own staff), embargo, pandemic, or power, water and other utility shortage. Initial Term means the initial term set out in Schedule 1. An Insolvency Event occurs in respect of a person where: (a) the person ceases, suspends or threatens to ce ase or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of all or a substantial part of its assets; (b) upon the institution against the person of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of the person's debts; (c) upon the person making an assignment for the benefit of creditors; (d) upon the person’s dissolution; or (e) any analogous or comparable event takes place in any jurisdiction. Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyrights (including rights in computer software), trademarks, service marks, designs, patents, trade secrets, semi-conductor or circuit layout rights, trade, business, domain or company names, rights in Confidential Information, know -how and other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these, which may subsist anywhere in the world, but excludes moral rights, and similar personal rights, which by law are non -assignable. Law means all applicable laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct and standards, writs, orders, injunctions a nd judgments , and includes any Privacy Laws of the United States . Loss means any claim, loss, damage, liability, cost, charge or expense (including legal expenses on a full indemnity basis), however arising, and whether present or future, fixed or unascertained, actual or contingent. Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household. 197 S aaS Agreement – USA 2022 Page 19 Personnel means, in respect of a person, any officer, employee, contractor, servant, agent, or other person under the person's direct or indirect control and includes any subcontractors. Privacy Laws means any international, national, federal, provincial, state, or local law, code, rule or regulation that regulates the processing of Personal Information in any way, including data protection laws, laws regulating marketing communications or electronic communications, information security regulations and securit y breach notification rules. Product Description is a description of the Software as set out in Schedule 2. Service Levels for the availability and performance of the Software are specified in the Product Description in Schedule 2. Software is listed in Schedule 1, including the modules of the Software provided under this Agreement. Term means the period from the Commencement Date until the end of the Initial Term or any applicable renewal term . 25.2 INTERPRETATION Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise. (a) the singular includes the plural and conversely; (b) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; (c) a reference to a person includes any body corporate, unincorporated body or other entity and conversely; (d) a reference to any party to this Agreement or any other agreement or document includes the party’s successors and permitted assigns; (e) a reference to any agreement or document (including a reference to this Agreement) is to that agreement or document as amen ded, notated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document; (f) a reference to any legislation or to any provision of any legislation includes any modification or re - enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; (g) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing; (h) a reference to includes, means includes without limitation; and (i) all references to $ are to U.S. dollars, unless otherwise specified. Clause 14 (insurance) is Australian dollars. 198 SaaS Agreement – USA 2022 Page 17 Executed as an Agreement. Signed for Transmax Pty Ltd by its authorised representative in the presence of: Authorised Representative Signature Witness Signature Print Name : Print Name Position : Signed for [ ] by its authorised representative in the presence of: Authorised Representative Signature Witness Signature Print Name Print Name Position 199 SaaS Agreement – USA 2022 Page 17 Schedule 1 to SaaS Agreement Schedule 1 to SaaS Agreement A. Contract Number B. Software STREAMS Smart Motorways C. Software Modules provided D. Commencement Date E. Initial Term Two Years from the Commencement Date F. Fees See Schedule 3 G. Additional Conditions H. Transmax Representative and address for notices Name: Lynette Sperling [this is just an example ] Role: Chief Operating Officer Address: Level 5, 143 Coronation Drive, Milton QLD 40 64 Email: lynette.sperling@transmax.com.au cc to: [insert] I. Customer Representative and address for notices Name: [insert] Role: [insert] Address: [insert] Email: [insert] Customer secondary contact for email notices: [insert] CONFIDENTIALITY NOTICE This document contains confidential information of Transmax Pty Ltd, and may not be distributed, published or given to any individual or organisation without prior written consent from Transmax Pty Ltd. TRADEMARKS TRANSMAX® and STREAMS ® are registered trad emarks of Transmax Pty Ltd in Australia. They are protected against unauthorised use under the Trade Marks Act (1995) and are valuable business asset s. 200 SaaS Agreement – USA 2022 Page 17 201 SaaS Agreement – USA 2022 Page 17 Schedule 2 to SaaS Agreement PRODUCT DESCRIPTION (INCLUDING SERVICE LEVELS) 202 SaaS Agreement – USA 2022 Page 17 Schedule 3 to SaaS Agreement FEES AND PRICING Table 1 Item Amount (USD) Year 1 SaaS $1,212,675 Year 2 SaaS $1,297,562 Total Contract Value $2,510,237 Early Termination Fee Schedule In the event of termination for convenience by the customer, prior to the expiry of the 2 -year term, the customer shall pay a pro-rated fee to the contractor equal to the following amount at the following times. The customer agrees to pay 85 % of the total fees outstanding and acknowledges this amount represents the contracto r’s reasonable business costs and does not represent a penalty. Equation is - Total Contract Value, divided by Term (24 months), multiplied by months remaining when termination requested, minus 15%, equals Early Termination Fee Table 2 Number of months remaining in contract term when early termination request is made Early Termination Fee 24 month s $2,13 3,7 01 21 month s $1,866,989 18 month s $1,600,276 15 month s $1,333,563 12 months $1,066,851 9 months $800,138 6 months $533,425 3 months $313,780 203 SaaS Agreement – USA 2022 Page 17 Schedule 4 to SaaS Agreement P OLICIES 204 Tr PRODUCT DESCRIPTION STREAMS® SMART MOTORWAYS August 2023 © Copyright 2023 Transmax Pty Ltd. All rights reserved. ATTACHMENT 4 205 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 2 DOCUMENT REVISION HISTORY Date Revision Description Completed by 16/09/2022 1.0 Initial version Todd Pursey 13/12/2022 1.0 Final version Declan Lucas & Paul Smith CONFIDENTIALITY NOTICE AND DISCLAIMER (a) This document contains certain confidential information of Transmax Pty Ltd. Transmax acknowledges that Customer is subject to the California Public Records Act (the “Act”). If Customer receives a public records act request for this document, Customer shall inform Transmax, and Transmax shall mark as confidential those portion(s) of this document that it believes are not subject to disclosure under the Act and, shall provide a legal basis for withholding of such portion(s) of the document. Such information shall be timely provided to Customer so that Customer can meet its obligations under the Act. Customer shall endeavour to hold such information confidential pursuant to the terms of the Services Agreement. Any use of this documentation or the information contained herein is permitted only for purposes contemplated in the agreements between the parties, or pursuant to the terms of a written agreement with Transmax Pty Ltd TRADEMARKS TRANSMAX® and STREAMS® are registered trademarks of Transmax Pty Ltd in Australia. They are protected against unauthorised use under the Trade Marks Act (1995) and are valuable business assets. To preserve trademark rights, all trademarks must be used consistent with these guidelines. More information on trademarks is available at www.ipaustralia.gov.au 206 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 3 CONTENTS 1. DEFINITIONS ................................................................................................................ 4 2. PURPOSE ..................................................................................................................... 5 3. SERVICE RESPONSIBILITIES .......................... ERROR! BOOKMARK NOT DEFINED. 3.1 TRANSMAX RESPONSIBILITIES ............................................. ERROR! BOOKMARK NOT DEFINED. 3.2 CUSTOMER RESPONSIBILITIES - GENERAL ............................ ERROR! BOOKMARK NOT DEFINED. 3.3 CUSTOMER RESPONSIBILITIES – SAFE OPERATION ................................................................. 5 4. PRODUCT DESCRIPTION ............................................................................................ 7 4.1 STREAMS SMART MOTORWAYS OVERVIEW ......................................................................... 7 4.2 CAPABILITIES ....................................................................................................................... 7 4.2.1 COORDINATED ADAPTIVE RAMP METERING ......................................................................... 7 4.2.2 ADVISORY VSL (VARIABLE SPEED LIMITS) .......................................................................... 8 4.2.3 VARIABLE MESSAGE SIGNS (VMS) ..................................................................................... 8 4.2.4 TRAFFIC MONITORING AND INTERVENTION .......................................................................... 9 4.2.5 REPORTING AND ANALYTICS ............................................................................................ 11 5. STANDARD ARRANGEMENTS ................................................................................. 12 5.1 RETENTION PERIODS .......................................................................................................... 12 5.2 TRANSMAX MANAGED SERVICE ENVIRONMENT ..................................................................... 12 5.3 SUPPORTED BROWSERS ..................................................................................................... 12 5.4 SECURITY ........................................................................................................................... 12 5.4.1 DATA CENTRE SECURITY .................................................................................................. 12 5.4.2 PENETRATION TESTING .................................................................................................... 12 5.5 DATA SOVEREIGNTY ........................................................................................................... 12 5.6 SCHEDULED DOWNTIME ...................................................................................................... 13 5.7 CHANGE MANAGEMENT ....................................................................................................... 13 5.7.1 STANDARD CHANGES ....................................................................................................... 13 5.7.2 PLANNED CHANGES ......................................................................................................... 13 5.7.3 MAJOR CHANGES ............................................................................................................. 13 5.7.4 EMERGENCY CHANGES .................................................................................................... 13 6. SERVICE LEVELS AND SUPPORT ............................................................................ 14 6.1 SUPPORT HOURS AND CONTACT DETAILS ............................................................................. 14 6.2 SEVERITY LEVELS ............................................................................................................... 14 6.3 SERVICE LEVELS ................................................................................................................ 14 6.3.1 INCIDENT RESPONSE AND RESOLUTION ............................................................................. 14 6.3.2 AVAILABILITY ................................................................................................................... 15 6.3.2.1 AVAILABILITY TARGETS ............................................................................................................... 15 6.3.3 MEASUREMENT ............................................................................................................... 15 6.4 LIMITATIONS ....................................................................................................................... 15 6.5 EXCLUSIONS FROM SERVICE LEVELS .................................................................................... 15 207 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 4 1. DEFINITIONS Availability means all features and functionality of the Software are available to the Customer’s users in a live production environment. Transmax Managed Services Environment - The cloud environment used by Transmax for the hosting of the Software and any other systems or environments (including but not limited to testing or training environments). Business Days are Monday to Friday PST/PDT, excluding days that are a public holiday in California. Incident means an unplanned interruption to a service or a reduction in the quality of a service. Incident Update means the notification/s provided by Transmax to the Customer during Incident Resolution which provide: (a) any actions which can be performed by the Customer to mitigate the impact of the Incident on the Customer’s operations or use of the application; (b) the current status of the activities being undertaken by Transmax to provide a Workaround or Fix to restore service; and (c) such other information as reasonably requested by the Customer. ITS means Intelligent Transport System Fix means the corrective action that fixes the root cause of an Incident. Incident Resolution means normal service is restored via a Workaround or Fix. Where an Incident is resolved by a workaround, a Fix may be provided in a timeframe negotiated with the Customer. Maintenance Window the time during which regular maintenance is performed Incident Resolution Time means the elapsed time within the Support Hours, between the time: (a) the Customer reports the Incident to Transmax or Transmax identifies the Incident, and (b) the time Transmax provides a workaround or Fix for the Incident. Response means the initial notification provided by Transmax to the Customer which: (a) notifies the Customer of the existence of the Incident; or (b) acknowledges the Customer’s reporting of the Incident Response Time means the elapsed time within the Support Hours, between the time: (a) the Customer reports the Incident to Transmax or Transmax identifies the Incident, and (b) the time Transmax provides a Response. Software means the STREAMS Smart Motorways software program as described in this Product Description. Support Hours is defined in section 6.1. System Owner means a primary Customer point of contact who is authorised to make decisions in relation to STREAMS Smart Motorways. 208 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 5 Workaround means a solution that reduces or eliminates the impact of an Incident for which a full resolution is not yet available. 2. PURPOSE The purpose of this document is to provide STREAMS Smart Motorways customers with key information including: • Description of the product offering • Definition of key responsibilities for both Transmax and the Customer in the ongoing support of the service • Definition of service levels provided by Transmax to the Customer. 3. CUSTOMER RESPONSIBILITIES 3.1 Customer responsibilities – Safe Operation Transmax is not responsible for the safe operation of the infrastructure managed by the Software, or for the assessment, management, and mitigation of risks arising from the operational use of Software." STREAMS Smart Motorways is designed to assist road operators manage aspects of road use; it is not a safety system. STREAMS Smart Motorways is not certified for use in safety critical applications determined by the Customer or any other authority or entity. STREAMS Smart Motorways is not suited for use as a hazard control mechanism. A road system must rely either on passive systems or other, suitably accredited, active safety systems. It is necessary for the Customer to evaluate the risk and management of hazardous events and make the determination that the road system is appropriate for the Software. 3.2 Customer responsibilities – Safe Operation assumptions Transmax makes the following assumptions regarding the design and use of the STREAMS® Smart Motorways product: 1. It is the driver’s responsibility to act appropriately given the current conditions of the road. 2. The road has been designed, constructed, and maintained in a safe manner. 3. Appropriate controls ensure the road is operated, and used, in a safe manner. 4. The Customer has implemented any necessary interlocking and conflict monitoring of related sets of ITS equipment to prevent unsafe conditions, including the prevention of simultaneous right of way for conflicting traffic movements, independent of and separate from the Software. 5. That any ITS equipment or network could fail, lose power, or be unable to implement requests or report correct data at any time. 6. The Customer acknowledges that the default behaviour of ITS equipment (commonly a ‘blank request’) is appropriately configured and well understood. It is always an appropriate fall-back when failures or other uncontrollable conditions arise. 209 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 6 7. The Customer acknowledges that where ITS alters traffic behaviour such as causing an unexpected change in speed or queue, that these traffic conditions still fall within the design criteria of the road. 8. Before use in a production environment, the Customer, with assistance from Transmax, has completed the necessary factory acceptance tests and site acceptance tests, if any, and has accepted that the Software meets the Customer’s’ requirements and specifications, including any safety requirements; and 9. The Customer has adequate policies and procedures in place to ensure the safety of road users using the infrastructure, roads and motorways managed in whole or in part by the Software. These policies and procedures should as a minimum, deal with the assessment of skill levels of personnel, legal rights of personnel to make changes to traffic control devices, supervision of personnel and procedures for configuring and operating the Software and dealing with override, exceptions, and other safety functionality. Usage scenarios that conflict with these assumptions by applying the Software as a hazard control mechanism or safety system are not appropriate usage. Some examples include (but are not limited to): 1. Configuration of the variable speed signage environment such that presentation of a blank message could result in drivers travelling at an unsafe speed. 2. Raising speed limits beyond those designed for the road. 3. Raising speed limits beyond those designed for the road or current road condition. 4. Active electronic signage being required to enforce opening of a lane that should be closed under normal and fail-safe conditions (e.g., changing direction of reversible lanes, opening of the hard shoulder during heavy traffic etc.) Relying on the traffic control system, rather than appropriate specialised interlocking components, to ensure that device transitions do not cause conflicts (such as controlling the set of allowable combinations of symbols on a Lane Use Management Sign gantry). 5. Using the Software to control safety critical functions such as fire suppression or automatic responses from automated incident detection. 6. Using ITS to maintain a fundamental safety warning. 7. It is essential the customer undertakes a thorough risk review process, (including techniques such as HAZOP, CHAZOP, FMEA, SIL Assessment), to ensure that the impact of failures of elements of the ITS including the Software still result in a road that can be safely negotiated by competent road users without undue reliance on the ITS functionality. 210 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 7 4. PRODUCT DESCRIPTION 4.1 STREAMS Smart Motorways Overview STREAMS Smart Motorways is a suite of motorway management tools that optimises existing motorway capacity and infrastructure, to improve transportation outcomes for road users in terms of travel safety, efficiency, and reliability. Implemented as a comprehensive, coordinated system to manage traffic flows on a proactive basis, the cloud hosted, web-based application employs a combination of sophisticated algorithms to minimise potential for flow breakdown and accidents before they happen. In addition, Transmax’s solution provides active management tools to manage disruptions by coordinating variable speed signs, ramp signals and dynamic message signs that respond in real time to whatever is happening on the motorway. Informed by powerful historical and real-time visualisations and analytics, Customers can proactively monitor their motorway network. STREAMS Smart Motorways is delivered to the Customer “as a service.” 4.2 Capabilities 4.2.1 Coordinated Adaptive Ramp Metering STREAMS Smart Motorways ramp metering capability maximises the storage and flow management capabilities of freeway entrance ramps using ramp signal controls. This is achieved through STREAMS running a suite of algorithms to balance the demand for freeway access from ramps throughout the entire corridor on a dynamic, coordinated, and real-time basis. STREAMS Smart Motorways manages freeway occupancy and traffic flow along the freeway mainline using ramp metering by: • Breaking up platoons entering from the arterial network • Adjusting the entry flows based on the available capacity of the motorway • Finding the moving bottleneck locations and calculating their dynamic capacity • Balancing the workload and queues across all available ramps The system responds and adapts to traffic conditions as they approach saturated conditions and recognise the potential breakdown of corridor traffic flow. Driven by real time vehicle detector data and algorithm parameters, metering rates are adjusted every 20 seconds. This proactive approach allows the system to adapt and respond to influxes of volume and occupancy, and to recover as soon as possible in the event of congestion occurring. 211 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 8 The STREAMS Smart Motorways system implements both local and system-wide control in response to changing conditions, coordinating the operation at all ramps to balance ramp queues and waiting times and manage multiple bottlenecks. This allows the system to prevent, minimize or delay the breakdown of mainline traffic flow, while simultaneously preventing ramp queues from backing up onto any given arterial roadway. Additionally, STREAMS Smart Motorways assists with recovery of mainline flow to stable conditions should unstable conditions or flow breakdown occur (including after a traffic incident). 4.2.2 Advisory Variable Speed Limit STREAMS Smart Motorways utilises Variable Speed Limit (VSL) signs to display speed limit changes in response to traffic conditions (e.g., an accident), congestion, or even weather conditions affecting traffic on the motorway. These algorithms driven VSL signs warn drivers to reduce their speed before reaching the back of a stationary queue, reducing turbulence, and improving safety. STREAMS Smart Motorways displays a schematic indicating where integrated VSL signs are located along the corridor and the status of each site including whether the VSLs are activated. When VSL functionality activates in response to changing traffic conditions, the new advisory speed limit is displayed through the application. VSLs activate and deactivate dynamically based on the detection of slow-moving downstream traffic. This allows VSL messages to revert to a default blank state, switching off when needed, to reduce messages displayed to motorists. 4.2.3 Variable Message Signs STREAMS Smart Motorways integrates with Variable Message Signs (VMS) along the corridor, displaying advisory information for downstream destinations, allowing motorists to make informed routing decisions. VMS capabilities are used to complement other ITS devices such as VSL. Complementary VMS messaging is intended to increase compliance and overall impact of advisory VSL signage to enhance system performance. A VMS message can be activated dynamically by STREAMS Smart Motorways’ control system concurrently with VSL signs. 212 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 9 4.2.4 Traffic Monitoring and Intervention STREAMS Smart Motorways enables operators and route managers to identify how traffic conditions are changing along their freeway route in real time. The application interface empowers network operators to know when to intervene due to unusual events, critical device failures or, in scarce occasions, degraded system behaviour. The STREAMS Smart Motorways interface displays a schematic along with key mainline statistics including: • Travel Time • Speed • Flow Key on-ramp statistics that can be seen from the live schematic view include: • Wait Time • Queue percentage • Device status The STREAMS Smart Motorways interface allows operators to quickly identify the severity and impact of changing traffic conditions via: • Colour legends representing mainline and ramp speed along the corridor • Easily identify the status of ITS devices (in/active) • Identify when system wide control is activated, requiring multiple ramps to coordinate to manage traffic flows • View fundamental traffic criteria (speed, flow, occupancy) at a per-lane basis along the corridor 213 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 10 • Integration with transportation department social channels such as Twitter • KPI widgets including motorway productivity • Real time status of critical ITS devices and equipment. RAMP METERING OVERRIDE CONTROL Where necessary, system operators can override automated system control to deactivate individual ramp signals along the corridor from STREAMS Smart Motorways. VARIABLE SPEED LIMIT OVERRIDE CONTROL These manual override abilities support transport network operators (and other users) with a traffic incident or emergency responses, allowing emergency vehicles to enter the mainline without waiting through a timed queue or adhering to an advisory VSL. System control for ramp metering and advisory VSLs can be reactivated by system operators when appropriate. 214 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 11 4.2.5 Reporting and Analytics The STREAMS Smart Motorways application interface provides transport network operators (and related users) with a suite of visualisations, analytics and insights into motorway on- ramp, bottleneck, and mainline performance. Reporting and analytic capabilities include: • Easily identifying relevant information where route and motorway network performance is performing abnormally • Identifying capacity constraints and bottleneck trends across the motorway network that may require the attention of broader travel demand management considerations • Limiting the impact of a disruption by identifying areas that are oversaturated or have additional capacity • Understanding generalised traffic patterns of congestion and seasonal changes. STREAMS Smart Motorways facilitates these capabilities through live monitoring, playback, and some statistical analysis across a range of visualisations including travel time trends, heat plots, snapshots, probability of congestion, and fundamental relationships of freeway flow. These visualisations range from the vehicle detector to the route level. 215 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 12 5. STANDARD ARRANGEMENTS 5.1 Retention Periods Transmax stores historical data to enable the reporting and analytical capabilities of the software. The table below outlines the indicative retention periods, which are subject to change by Transmax. Log granularity Retention Period (days) 20 second data 100 60 second data 365 15-minute data 7 years Table 1: STREAMS Smart Motorways Dashboard Retention Periods 5.2 Transmax Managed Service environment STREAMS Smart Motorways is hosted using public infrastructure and parts of the solution are multi-tenanted. All tenancies are hosted within the US. Transmax delivers the service from its own cloud tenancy. 5.3 Supported browsers Transmax supports Google Chrome and Microsoft Edge running a version updated in the last 6 months. Other Chromium based browsers are also likely to function, but not officially supported. 5.4 Security 5.4.1 Data centre security If requested by the Customer, Transmax will attempt to obtain the latest Security and Organisation Controls (SOC) Type 2 report from AWS and provide it to the Customer. 5.4.2 Penetration testing Transmax performs annual penetration test as part of an internal security program. If the Customer wishes to undertake a separate penetration test, approval must be sought from Transmax before commencing penetration testing of STREAMS Smart Motorways. Transmax is obligated to seek authorisation from its cloud provider before penetration testing commences. The Customer is responsible for all costs associated with Customer initiated penetration testing. 5.5 Data Sovereignty Transmax will deliver STREAMS Smart Motorways from a data centre based in the United States. Transmax resources will access data from Australia for the purpose of providing the services and may sometimes transfer data to Australia for the purpose of performing this work. 216 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 13 Transmax cannot guarantee that Customer or third-party data consumers will not transfer data outside of the United States because STREAMS Smart Motorways does not monitor the location of data consumers or implement network geo-blocking. 5.6 Scheduled downtime The standard Maintenance Window is between 8pm and 11pm Monday – Friday, Pacific Standard Time (PST). Transmax will only use this Maintenance Window when changes are required. On occasion, major changes will require an extended maintenance window. If a major change requires an extended maintenance window, Transmax will provide 7 days’ notice of the change and the extended maintenance window duration. 5.7 Change management Transmax classifies changes as per the following definitions. 5.7.1 Standard changes Standard changes are routine, low risk changes that may require an outage of <5 minutes for non-critical components. Transmax will regularly make this type of change as part of service delivery. 5.7.2 Planned changes Changes that are expected to affect access to the system or cause a service outage (>5 minutes), will be performed during the Maintenance Window. Where possible Transmax will minimise service interruptions that may occur as part of these updates. 5.7.3 Major changes Major changes are changes that have a high risk of business impact or are expected to cause a service outage (>30 minutes). Transmax will provide 7 days’ notice for these changes. Transmax will perform release changes during the Maintenance Window. Transmax will use its best efforts to minimise service interruptions that may occur as part of these updates. 5.7.4 Emergency changes Emergency changes may be required to restore normal service following an Incident. Transmax will notify the System Owner using an appropriate channel, prior to the implementation of an emergency change. 217 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 14 6. SERVICE LEVELS AND SUPPORT 6.1 Support hours and contact details Support hours are 24 x 7. Access to the Transmax Service Desk is via the Service Desk Customer Portal and Transmax staff will provide support to resolve Incidents based on their priority. 6.2 Severity Levels Transmax Service Desk determines Incident priority based on business impact and urgency. Table 2 defines the severity levels. Severity level Description P1 - Critical Mission-critical functionality is inoperable or has failed P2 - High Mission-critical functionality is impaired or loss of redundant component P3 - Medium Incidents and requests that are not mission-critical but have impact on normal operations P4 - Low Inconvenient Table 2: Severity Levels 6.3 Service Levels 6.3.1 Incident response and resolution Table 3 defines the agreed service levels, for Response and the Resolution of Incidents Severity level Response Time Target Service Resolution Time Critical Less than one hour Less than 8 hours High Less than 24 hours Less than three days Medium Less than three Business Days Less than seven Business Days Low Less than three Business Days Less than 21 Business Days Table 3: Service levels for Incident response and resolution 218 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 15 6.3.2 Availability 6.3.2.1 Availability targets Table 4 defines the availability targets for the STREAMS Smart Motorways service. Transmax aims to ensure that the STREAMS Smart Motorways solution is available 24 hours a day, 7 days a week. Delivery mechanism Service Availability Target Measurement Period Critical functions* 99% Quarterly Supporting functions** 95% Quarterly Table 4: Availability targets *Critical Functions are functions that directly control on road devices and may have on road impacts. ** Supporting Functions are all other functionality required to support the operation of STREAMS Smart Motorways. 6.3.3 Measurement The formula used to measure against the Availability targets is Availability = (Service Hours – Unplanned Downtime) / Service Hours Note: Service Hours = Total Time – Planned Downtime The Availability targets do not include planned downtime (downtime that has occurred due to a planned change nor outages that are outside of Transmax’s responsibility or control. 6.4 Limitations Service Levels are subject to the following: • In the situation where a Customer reported issue cannot be replicated by Transmax and/or determined not able to be rectified in the product or service, Transmax will provide supporting information, if available, to assist the Customer with their investigation. • Issues or faults caused by either incorrect use or errors in other software or hardware products will not be remediated. • Where a root cause is identified as something outside of Transmax’s responsibilities, additional charges may apply. 6.5 Exclusions from service levels For the purpose of measuring STREAMS Smart Motorways service levels, the following exclusions apply: • Incident resolution service level measurement will be paused when waiting on a response from the Customer. • Incident and availability service levels, where the root cause of an outage or Incident is deemed to be outside of the reasonable control of Transmax • Incident and availability service levels that are due to network outages: o Where the web interface is unreachable from the Customer’s network specifically but is still reachable via the general internet 219 PRODUCT DESCRIPTION - STREAMS® SMART MOTORWAYS Version 1.0 16 o Where the ITS field network is unable to communicate with the Transmax managed environment • Incident and availability service levels where the root cause is related to faults with field devices. 220 Erik Galloway, Project Delivery Director 1 I-15 SMART FREEWAY PILOT PROJECT Comprehensive Professional Services & SaaS Agreement with Transmax Commission Meeting September 13, 2023 Background 2 •Motorists face severe delays on northbound I-15 in afternoons/evenings, with heavy neighborhood cut-through traffic •RCTC is partnering with the City, Caltrans, and WRCOG on a “smart freeway” solution to improve traffic flow, safety, and air quality •Targeting 8-mile segment of northbound I-15 – County Line to 15/215 Split •Coordinating three on-ramps – Temecula Pkwy., Rancho California Rd., Winchester Rd. Project History 3 2019-2020 RCTC & Caltrans begins exploring smart freeway concept – Feasibility Study 2021 RCTC commence engineering and environmental studies 2022 RCTC receives $5M in Community Project Funding via Rep. Calvert RCTC Awards Construction Management Agreement 2023 Late 2023: Design complete, ready for Construction Advertisement What are Smart Freeways? 4 •Active traffic management system consisting of sensors continuously monitoring current traffic conditions on northbound I-15 •Coordinated ramp meters at Temecula Pkwy, Rancho California, Winchester adapt to current conditions •System allows more or fewer vehicles to enter I-15 at any given time •Drivers may see initial wait times at on-ramps, but overall time savings is experienced on I-15 •Non-tolled solution Proven Success 5 •Smart Freeways began in Australia with proven results in Melbourne, Brisbane, and Perth •Melbourne: 100+ miles, 120+ ramp meters •Two other U.S. Smart Freeway pilot projects: •I-25 in Denver (Pilot period completed July 29, 2022) •I-680 in Contra Costa County, CA (In development) Smart Freeway Results Melbourne, Australia Sources: VicDOT and Transmax Colorado SMART 25 Pilot 6 Smart Freeway Results Colorado SMART 25 Pilot Sources:Transmax and SMART25 Managed Mortorways Pilot Demonstration How Smart Freeways Work 7Source: Transmax Smart Freeways Effect on Traffic 8 Flowing Traffic with Smart Freeways Traffic congestion without Smart Freeways Please Note: Graphics are not to scale and do not represent actual ramp layouts. 9 Schedule & Future Agreements •Complete Late 2023 •Design Support During Construction Amendment Late 2023 Engineering and Environmental •Civil Construction Award – March 2024 •ITS Construction Award – May 2024 Construction •ITS System Operator – May 2024 •Caltrans O&M – November 2023 Operations Pilot Period 10 •RCTC and Caltrans will evaluate project’s effect on traffic operations for 2 years •Assess whether to continue and/or expand to other areas •User-friendly “digital dashboard” with key program statistics Increase or decrease of vehicles traveling per lane per hour Increase or decrease of travel times Length of on-ramp queues Productivity (traffic flow/volume and speed) Travel time through corridor Maintenance performance (including cost) Travel Time Reliability Evaluation Criteria 11 •Who is Transmax? •What are they Providing? 1.Comprehensive Professional Services Agreement •Software system design & implementation •Software configuration & tuning •Driver development •Supply of ITS field processors •Extractions and reporting on Evaluation Criteria •Dashboard development and management 2.Software as a Service: Software License Agreement •Use and maintenance of the STREAMS software for the 2-year pilot period Transmax Agreements 12 Fiscal Impact Item Dollar Amount Fund Source 1 Transmax - Comprehensive Professional Service Agreement $2,172,394 CMAQ 2 Transmax - SaaS (Software as a Service), Software License Agreement $2,886,773 CMAQ Total $5,059,167 13 1.Approve the following Agreements: a.Agreement Number 23-31-035-00 to Transmax LLC to provide Comprehensive Professional Services for the I-15 SMART Freeway project in the amount of $1,889,038 plus a contingency of $283,356 for a total not to exceed $2,172,394 b.Agreement Number 23-31-034-00 to Transmax LLC to provide Software as a Service (SaaS) for the I-15 SMART Freeway project in the amount of $2,510,237 plus a contingency of $376,536 for a total not to exceed $2,886,773 2.Authorize the Executive Director, pursuant to legal counsel review, to: a.Execute the agreements on behalf of the Commission b.Approve contingency work as may be required for the Project c.Execute non-funding amendments to the agreement on behalf of the Commission Recommendations QUESTIONS 14 AGENDA ITEM 8 Agenda Item 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Edward Emery, Senior Management Analyst Planning and Programming Jillian Guizado, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: 2024 State Transportation Improvement Program Funding Distribution and Adopted Fund Estimate BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the 2024 State Transportation Improvement Program (STIP) funding distribution among the three geographic areas in Riverside County per the adopted STIP intracounty Memorandum of Understanding (MOU). BACKGROUND INFORMATION: The STIP is a five-year program of projects administered by the California Transportation Commission (CTC). It is updated every two years outlining the commitment and programming of transportation funds for the State’s multimodal transportation system, including: highways, rail, transit, local roads, and bike and pedestrian facilities. In June of every odd year, Caltrans is required to prepare a draft STIP Fund Estimate (FE) that estimates how much funding will be available for programming for the next five-year period. The CTC released the draft 2024 STIP FE at its June 28, 2023, meeting and, at the time this agenda item was prepared, was due to adopt the final 2024 STIP FE at its August 16, 2023, meeting. The 2024 STIP will cover Fiscal Years 2024/25 through 2028/29. Each STIP cycle adds on two years with most of the programming capacity available in the last two years. STIP funds are allocated into two broad programs – the Regional Improvement Program (RIP) receives 75 percent of the total STIP funds, and the remaining 25 percent is directed to Caltrans for its Interregional Transportation Improvement Program. The 75 percent RIP funding is further subdivided by formula into county shares. County shares are available solely for projects nominated by regional agencies. The 2024 STIP FE also establishes funding levels for the State Highway Operation and Protection Program, which Caltrans prepares in consultation with the regions. 221 Agenda Item 8 STIP Intracounty Formula Distribution Per the Commission’s STIP intracounty formula distribution approved in 1998 through an MOU between the Commission, Coachella Valley Association of Governments, and Western Riverside Council of Governments, STIP funds are allocated to Western County, Coachella Valley, and Palo Verde Valley based on the most recent fiscal year taxable sales by geographic area used for Measure A allocations. As seen in Table 1, the geographic area percentages of taxable sales applied to the 2016 through 2024 STIPs demonstrates a growing trend in Western County compared to Coachella and Palo Verde Valleys: Table 1. Taxable Sales Share by Riverside County Geographic Area Geographic Area 2016 STIP 2018 STIP 2020 STIP 2022 STIP 2024 STIP Western County 75.76% 77.30% 78.12% 78.14% 79.91% Coachella Valley 23.54% 22.11% 21.45% 21.42% 19.70% Palo Verde Valley 0.70% 0.59% 0.43% 0.44% 0.39% Per the STIP intracounty distribution formula, each geographic area will receive funding based on the above percentages. In addition, state law allows up to five percent of RIP funding for planning, programming, and monitoring (PPM) activities. The Commission’s typical practice has been to set aside two percent for PPM activities to fund Project Study Reports, planning, and staff costs associated with STIP funding, programming, and project administration. PPM funding is available for Coachella Valley Association of Governments (CVAG) and Commission activities. DISCUSSION: 2024 STIP FE On August 16, 2023, the CTC adopted the final 2024 STIP FE, which identifies county share targets for each region in the state. Statewide, $2.5 billion of new STIP capacity is available in the 2024 STIP; of this amount, $59,788,000 is identified for Riverside County. The majority of new STIP capacity is available in the last two years of the 2024 STIP cycle, FYs 2027/28 and 2028/29. Table 2 reflects how the Riverside County STIP funds should be distributed according to the STIP intracounty MOU. Staff is proposing to increase the PPM off the top allocation from two percent to three percent with the one percent increase intended to cover staff time spent advancing the Coachella Valley-San Gorgonio Pass Rail Corridor Service (CV Rail) project into the Tier 2 environmental phase. The remaining two percent of PPM will be shared between the Commission and CVAG as detailed in MOU No. 23-66-052-00. Table 2. 2024 STIP FE – Riverside County Share Target Total Riverside County Share $ 59,788,000 Less: 3 percent PPM 1,793,640 Less: PVV delta from 2022 Target/Max 68,895 Total New Project Programming 57,925,465 Western County 79.91 percent 46,288,239 222 Agenda Item 8 Coachella Valley 19.70 percent *11,411,316 Palo Verde Valley 0.39 percent 225,909 *Actual Coachella Valley amount available is $6,778,587 In the 2022 STIP, the Commission programmed the delta of its STIP Maximum and Target shares ($15,658,000) on CV Rail. In doing so, Palo Verde Valley did not receive its formula share of the delta. That amounts are reflected in Table 2 as “PVV delta from 2022 Target/Max.” 2024 STIP Project Selection Process The Commission is the entity that prepares, approves, and submits the STIP proposal for the entirety of Riverside County. Each of the three geographics areas of the county have a different process for selecting projects for inclusion in the STIP. Western Riverside County Western Riverside County projects are nominated by Commission staff. Recommendations for current and new projects for STIP funds will be considered and based on the 2019-29 Measure A Highway Delivery Plan and other high priority projects approved by the Commission. Coachella Valley CVAG nominates its projects and notifies Commission staff for final concurrence and submittal to the CTC. Staff will review the programming process and timeline with CVAG staff and present CVAG’s recommended projects to the Commission for inclusion in the 2024 STIP submittal. As previously noted, in the 2022 STIP, the Commission programmed up to the Maximum STIP share by programming $15,658,000 for the CV Rail project without considering a proportional cost share between Riverside County geographic areas. With 64 percent of the Riverside County CV Rail track mileage share located in the Coachella Valley, the Coachella Valley’s STIP formula share contribution to CV Rail is $10,021,120. Utilizing its taxable sales share of the $15,658,000 2022 STIP amount programmed on CV Rail, the Coachella Valley was only contributing $3,388,391; combining this with $6,632,729 of 2024 STIP Coachella Valley share will achieve the Coachella Valley’s $10,021,120 track mileage share STIP contribution to the CV Rail Tier 2 environmental phase. This leaves $4,778,587 of 2024 STIP funding for CVAG to nominate on a project. Additionally, as staff reported to the Commission at its May 2022 meeting, in the 2022 STIP, CVAG requested the $2 million previously programmed in the 2020 STIP for the Interstate 10/Avenue 50 interchange be de-programmed. This request was based on action the CVAG Executive Committee took at its September 30, 2019 Executive Committee meeting. The $2 million deprogrammed needs to be added back into the Coachella Valley share during the 2024 STIP cycle, bringing the total Coachella Valley amount of 2024 STIP funding available for programming to $6,778,587. Palo Verde Valley Palo Verde Valley projects are nominated by the city of Blythe (Blythe); however, given the minor amount of funding typically available and the complexity in processing these funds, the Commission and Blythe have executed MOUs in past STIP cycles trading Palo Verde Valley STIP funds with Measure A Western Riverside County Highway funds. Blythe is required to include 223 Agenda Item 8 the STIP traded funds in its Measure A Local Streets and Roads Capital Improvement Plan. Upon CTC’s adoption of the 2024 STIP in March 2024, staff will move forward with preparing the 2024 STIP MOU with Blythe. Status of Current 2022 STIP Programming Table 3 illustrates the current 2022 STIP projects programmed in Riverside County. Table 3. 2022 STIP – Riverside County (Approved by CTC in March 2022) Agency Project Phase FY 2022/23 FY 2023/24 FY 2024/25 FY 2025/26 FY 2026/27 Total STIP RCTC AB 3090 – 71/91 IC C $19,913,000 $33,189,000 $13,275,000 $66,377,000 RCTC I-10/Highland Springs IC C 14,698,000 14,698,000 County Temescal Canyon Road C 13,000,000 13,000,000 CVAG I-10/Monroe IC C 7,550,000 7,550,000 RCTC/ CVAG CV Rail E 15,658,000 15,658,000 RCTC/ CVAG PPM C 696,000 600,000 315,000 200,000 519,000 2,330,000 Totals $696,000 $600,000 $315,000 $23,408,000 $28,217,000 $53,236,000 C = Construction IC = Interchange E = Environmental PPM = Planning, Programming, and Monitoring Because of the large amount of STIP funding programmed on the State Route 71/91 Interchange project, STIP funds are being made available over the three-year life of the project as identified in the table. Projects programmed in FYs 2025/26 and 2026/27 will be reviewed for carryover into the 2024 STIP. The 2024 STIP submittal is due to the CTC by December 15, 2023. CTC adoption of the 2024 STIP is scheduled for March 2024. FISCAL IMPACT: There is no fiscal impact to the Commission related to the adoption of the 2024 STIP funding distribution. Approved by the Budget and Implementation Committee on August 28, 2023 In Favor: 10 Abstain: 0 No: 0 224 2024 STATE TRANSPORTATION IMPROVEMENT PROGRAM Intracounty Formula Distribution Edward Emery, Senior Management Analyst - Planning and Programming 1 2024 STIP •The 2024 STIP Fund Estimate (FE) was approved by the California Transportation Commission (CTC) at its August 2023 meeting •The FE identifies the amount of funding for each county (county share) in the state for Fiscal Years 2024/25 – 2028/29 •RCTC programs these funds following the STIP Intracounty Memorandum of Understanding 2 Past STIP Cycles: Measure A Taxable Sales 3 Geographic Area 2016 STIP 2018 STIP 2020 STIP 2022 STIP 2024 STIP Western County 75.76%77.30%78.12%78.14%79.91% Coachella Valley 23.54%22.11%21.45%21.42%19.70% Palo Verde Valley 0.70%0.59%0.43%0.44%0.39% 2024 STIP Cycle: Intracounty Formula Distribution 4 Total Riverside County Share $59,788,000 Less: 3 percent PPM 1,793,640 Less: PVV delta from 2022 Target/Max 68,895 Total New Project Programming 57,925,465 Western County 79.91 percent 46,288,239 Coachella Valley 19.70 percent *11,411,316 Palo Verde Valley 0.39 percent 225,909 *Actual Coachella Valley amount available is $6,778,587 due to additional $6,632,729 STIP contribution to CV Rail and $2,000,000 carryover from de-programmed I-10/Avenue 50 project CV Rail STIP Funding 5 Tier 2 Environmental Document Western Riv Co Track Mileage Share (36%) Coachella Valley Track Mileage Share (64%) Total Phase Cost $60,000,000 $21,600,000 $38,400,000 STIP-RIP 15,658,000 12,269,609 3,388,391 Percent of Track Mileage Share 57%9% 2022 STIP Programming 2024 STIP Programming Tier 2 Environmental Document Western Riv Co Track Mileage Share (36%) Coachella Valley Track Mileage Share (64%) Total Phase Cost $60,000,000 $21,600,000 $38,400,000 STIP-RIP 15,658,000 5,636,880 10,021,120 Percent of Track Mileage Share 26%26% Next Steps Planning and Programming staff will: •Contact CVAG to review STIP submittal process and timeline •Develop project nominations for Western County share •Present proposed 2024 STIP projects to Commission in October 6 Next Steps (cont.) Planning and Programming staff will: •Prepare and submit 2024 STIP for Riverside County to CTC by December 15, 2023 deadline •Initiate Blythe STIP fund trade MOU upon 2024 STIP adoption by CTC in March 2024 7 Staff Recommendations •Approve the 2024 STIP funding distribution among the three geographic areas in Riverside County per the adopted STIP intracounty MOU. 8 QUESTIONS? 9 AGENDA ITEM 9 Agenda Item 9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: September 13, 2023 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee David Knudsen, External Affairs Director THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive and file a state and federal legislative update. State Update California State Legislature 2023-24 Session The California Legislature reconvened from summer recess on August 14 and will continue to hold hearings and votes on legislation until adjournment for the year on September 14. In total, more than 600 bills are pending consideration in Senate and Assembly Appropriations Committees, underscoring the significant volume of legislation under review over the coming weeks. Following adjournment, the deadline for Governor Gavin Newsom to sign or veto legislation is October 14. Assembly Bill 1385 (Garcia) On July 5, the Senate Governance and Finance Committee held a hearing on Assembly Bill 1385 (AB 1385), which passed by a vote of 6-2. RCTC Executive Director Anne Mayer attended the hearing to provide primary testimony in support of the bill. If approved by the Legislature and signed by the Governor, AB 1385 will increase RCTC’s sales tax authority to 1.5 cents. AB 1385 is now on the Senate Floor and awaits consideration by the full chamber. State Budget As previously reported, the Fiscal Year 2023-24 State Budget maintained $2 billion for the Transit and Intercity Rail Capital Program (TIRCP) that was recommended for reduction in the Governor’s January budget release. As a result, $2 billion will be available via TIRCP in FY 2023-24 and another $2 billion is planned for FY 2024-25. Additionally, the final budget also provides $1.1 billion over three years for the Zero Emission Transit Capital Program (ZETCP). Together, these programs are intended to provide flexibility for transit capital and operations 225 Agenda Item 9 expenses across the state. The short window of time in which the legislation was negotiated and drafted by the Governor, Senate, and Assembly has lent to concerns regarding ambiguous language and potential errors in need of cleanup. Specifically, Commission staff are seeking clarity on the requirements regional transportation planning agencies (RTPA), including RCTC, must meet in order to receive future TIRCP or ZETCP funding. This includes a requirement to submit to the state for approval short- and long-term financial plans and regularly updated transit operator data, in addition to other accountability measures. Concerns have been raised regarding the precedent-setting nature of these requirements, particularly for the ambiguity of how the California State Transportation Agency (CalSTA) could influence regional policies as a result. While CalSTA anticipates releasing draft guidelines in August, followed by final guidelines at the end of September, efforts are underway for potential cleanup legislation, likely in the form of a budget bill junior to amend the Budget Act. RCTC is closely monitoring the guideline drafting process and the exploration of cleanup legislation. Staff will keep the Commission apprised and will engage as appropriate. Federal Update Federal Community Project Funding (Earmarks) In July, the House of Representatives released a list of Community Project Funding (CPF) requests in the FY 2024 Transportation, Housing and Urban Development Appropriations bill. This bill includes the following RCTC-led CPF requests: • $5 million for the Coachella Valley Rail Project, requested by Representative Ken Calvert; • $4 million for the State Route 91 Eastbound Corridor Operations Project, requested by Representative Young Kim; and • $500,000 for the Metrolink Double Track Project: Moreno Valley to Perris, requested by Representative Mark Takano. For the past two federal fiscal years the House and Senate had previous agreement regarding topline earmark spending resulting in House CPF requests passing without change in the Senate and likewise Senate Congressional Directed Spending (CDS) requests passing without change in the House. However, no such agreement has been reached between the House and the Senate, raising questions as to whether CPF and CDS requests could be altered or removed when the House and Senate go to conference for a final FY 2024 Appropriations bill. RCTC staff will monitor and continue to communicate its support for this funding as the legislation is considered by Congress over the coming weeks—and months, should negotiations continue past the September 30 deadline as they have in past years. FISCAL IMPACT: This is a policy and information item. There is no fiscal impact. Attachment: Legislative Matrix – August 2023 226 RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION – AUGUST 2023 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 6 (Friedman) This bill provides significant new oversight to the California Air Resources Board in the approval process of a metropolitan planning organization’s Sustainable Communities Strategy and the methodology used to estimate greenhouse gas emissions. These new burdensome requirements will likely result in significant delays to transportation projects. Passed the Assembly, referred to the Senate Transportation and Environmental Quality Committees (Author agreed to not proceed with the bill in 2023). June 14, 2023 Oppose Based on Platform 5/24/2023 AB 7 (Friedman) This bill requires the California State Transportation Agency, California Department of Transportation, and California Transportation Commission to consider specific principles as part of their processes for project development, selection, and implementation. AB 7 may impact the allocation of billions of dollars in state transportation funding, infringing on RCTC’s ability to deliver critically needed transportation infrastructure in Riverside County. Passed out of the Senate Transportation Committee on July 11, 2023. Re- referred to the Senate Appropriations Committee. July 12, 2023 Oppose Based on Platform 5/25/2023 AB 558 (Arambula) This bill restructures the Fresno County Transportation Authority (FCTA) by increasing its board membership from nine to thirteen members. This restructuring is done without the consensus and support from regional stakeholders and sets a concerning precedent for RCTC and other regional transportation agencies that rely upon a collaborative process to be effective. Additionally, the bill was amended on April 18 to subject a county transportation expenditure plan prepared by the Fresno County Transportation Authority (FCTA) to the requirements of the California Environmental Quality Act. Failed deadline, can be acted upon in January 2024. April 28, 2023 Oppose Based on platform 4/10/2023 227 Legislation/ Author Description Bill Status Position Date of Board Adoption AB 1385 (Garcia) This bill would raise RCTC’s maximum tax rate authority from 1% to 1.5%. Passed out of the Senate Governance and Finance Committee on July 5, 2023. Read second time on the Senate Floor. Ordered to third reading. July 10, 2023 Support 3/8/2023 AB 1525 (Bonta) This bill significantly narrows the location and types of projects eligible to receive state transportation funding by requiring 60% of funds to be allocated to priority populations. In committee: Held under submission. May 18, 2023 Oppose Based on platform 4/11/2023 SB 617 (Newman) This bill, until January 1, 2029, would authorize a transit district, municipal operator, consolidated agency, joint powers authority, regional transportation agency, or local or regional agency, as described, to use the progressive design-build process for up to 10 public works projects in excess of $5 million for each project. The bill would specify that the authority to use the progressive design-build process. Passed out of the Assembly Local Government Committee on June 21, 2023. Re-referred to the Assembly Appropriations Committee. June 28, 2023 Support Based on platform 4/5/2023 228 AGENDA ITEM 10 PRESENTATION RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL SEPTEMBER 13, 2023 Present Absent County of Riverside, District I X  County of Riverside, District II X  County of Riverside, District III  X County of Riverside, District IV  X County of Riverside, District V X  City of Banning X  City of Beaumont X  City of Blythe X  City of Calimesa X  City of Canyon Lake X  City of Cathedral City X  City of Coachella  X City of Corona X  City of Desert Hot Springs X  City of Eastvale X  City of Hemet X  City of Indian Wells X  City of Indio X  City of Jurupa Valley X  City of La Quinta X  City of Lake Elsinore X  City of Menifee X  City of Moreno Valley  X City of Murrieta X  City of Norco X  City of Palm Desert X  City of Palm Springs X  City of Perris X  City of Rancho Mirage X  City of Riverside X  City of San Jacinto X  City of Temecula  X City of Wildomar X  Governor’s Appointee, Caltrans District 8 X  RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN -IN SHEET SEPTEMBER 13, 2023 NAME AGENCY E MAIL ADDRESS prionc( a 6r4 eaci L PC u,r XS c 61 A *,EFre2 / ().- ` e'+JP.tc +.C�. bs -vr,L; „7-0---- 944-5 A V L' 0- - Kkl\e-i\,. `..S.-F)k Vld Ci4 ( -- - i �. , t f�� "4/7-T „ikee.-44„ediee 4444 ._`-n ,.71.4I:S` 'q„, beri(�-ri ,,r ,+ 3-iA vi°" V," /1 e -/ 5,e4o"1 Ole r b 1 '4 Vii;. o m ot," otif bucteRwi 1Y) LA eef-a-e,-- f n }I% " fl.t - an vei rte, --o) (n ka TO: Riverside County Transportation Commission FROM: Lisa Mobley, Administrative Services Director/Clerk of the Board DATE: September 6, 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. 6J - Amendment to Agreement with Falcon Engineering Services to provide Construction Management Services for State Route 60 Truck Lanes Project Consultant(s): Falcon Engineering Services Inc. Maha Faqih, President 41593 Winchester Rd, #120 Temecula, CA 92590 Agenda Item No. 6K - Amendment to Agreement with Vali Cooper & Associates, Inc. to Provide Construction Management Services, Materials Testing, and Construction Surveying for the Interstate 215/Placentia Avenue Interchange Project Consultant(s): TRC Companies Charlene Palmer, Vice President 707 Wilshire Blvd, Suite 3250 Los Angeles, CA 90017 RCTC Potential Conflicts of Interest September 6, 2023 Page 2 Agenda Item No. 6M - Contract Authority for On-Call Multimodal Transit/Rail Consulting Services Consultant(s): HDR Engineering, Inc. STV Incorporated Anna Lantin, Vice President Tyler Bonstead, Vice President 2280 Market Street, Suite 100 9130 Anaheim Place, Suite 210 Riverside, CA 92501 Rancho Cucamonga, CA 91730 HNTB Corporation WSP USA Inc. Kevin A. Haboian, Senior Vice President Ali H. Mir, Senior VP 3633 Inland Empire Blvd., Suite 750 515 South Figueroa Street Ontario, CA 91764 Suite 1400 Los Angeles, CA 90071 Jacobs Engineering Group, Inc. Hany Haroun, Vice President 3257 E. Guasti Road, Suite 120 Ontario, CA 91761 Mott MacDonald Group, Inc. Eric Banghart, Division General Manager – California 1000 Wilshire Blvd, Unit 400 Los Angeles, CA 90017 Agenda Item No. 7 - Agreements for Comprehensive Professional Services and Software as a Service with Transmax for the Interstate 15 SMART Freeway Pilot Project Consultant(s): Transmax Pty Ltd Lynette Sperling, Chief Executive Officer (Acting) Level 5/143 Coronation Drive, Milton Brisbane, QLD, Australia, 4064