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11 November 14, 2018 CommissionRIVERSIDE COUNTY TRANSPORTATION COMMISSION TIME/DATE: LOCATION: MEETING AGENDA 9:30 a.m. / Wednesday, November 14, 2018 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside COMMISSIONERS Chair — Dana Reed Vice Chair— Chuck Washington Second Vice Chair — Ben J. Benoit Kevin Jeffries, County of Riverside, District 1 John F. Tavaglione, County of Riverside, District 2 Chuck Washington, County of Riverside, District 3 V. Manuel Perez, County of Riverside, District 4 Marion Ashley, County of Riverside, District 5 Deborah Franklin / Art Welch, City of Banning Lloyd White / Nancy Carroll, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Jim Hyatt / Linda Molina, City of Calimesa Randall Bonner / Vicki Warren, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Karen Spiegel / Randy Fox, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Clint Lorimore, City of Eastvale Linda Krupa / Russ Brown, City of Hemet Dana Reed / To Be Appointed, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Brian Berkson / Verne Lauritzen, City of Jurupa Valley Kathleen Fitzpatrick / Robert Radi, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Bill Zimmerman / John Denver, City of Menifee Victoria Baca / Ulises Cabrera, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / Ted Hoffman, City of Norco Jan Harnik / Kathleen Kelly, City of Palm Desert Lisa Middleton / Jon R. Roberts, City of Palm Springs Michael M. Vargas / Rita Rogers, City of Perris Ted Weill / Charles Townsend, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / Scott Miller, City of San Jacinto Michael S. Naggar / Matt Rahn, City of Temecula Ben J. Benoit / Timothy Walker, City of Wildomar Janice Benton, Governor's Appointee Caltrans District 8 Comments 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. Tara Bve rl From: Tara Byerly Sent: Thursday, November 08, 2018 7:57 AM To: Tara Byerly Cc: Anne Mayer; JOHN STANDIFORD; Lisa Mobley; Lupe Garibay Subject: RCTC: November Commission Meeting Agenda - November 14, 2018 Good morning Commissioners, The November Agenda for the Commission meeting schedule for Wednesday, November 14 @ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/november-commission-agenda-november-14-2018.original.pdf Also attached for your review and information is the conflict of interest memo and form. Conflict of Conflict of Interest Forn.pdf Interest Memo.p... Please note immediately following the November Commission meeting we will be gathering on the Third Floor to recognize and thank outgoing Commissioners. Let me know if you have any questions or concerns. Thank you. Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd FI. 1 P.O. Box 12008 Riverside, CA 92502 rctc.org f IF in i Tara Bve rl From: Tara Byerly Sent: Thursday, November 08, 2018 8:07 AM To: Tara Byerly Cc: Lisa Mobley Subject: RCTC: November Commission Meeting Agenda - November 14, 2018 Good morning Commission Alternates, The November Agenda for the Commission meeting schedule for Wednesday, November 14 @ 9:30 a.m. is available. Please copy the link: http://rctcdev.info/uploads/media items/november-commission-agenda-november-14-2018.original.pdf Respectfully, Tara Byerly Deputy Clerk of the Board Riverside County Transportation Commission 951.787.7141 W 1951.787.7906 F 4080 Lemon St. 3rd FI. ( P.O. Box 12008 Riverside, CA 92502 rctc.org f IF in Ci RIVERSIDE COUNTY TRANSPORTATION COMMISSION TO: Riverside County Transportation Commission FROM: Lisa Mobley, Clerk of the Board DATE: November 7, 2018 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 7C — Agreements for On -Call Environmental Consulting Services Consultant(s): HDR Engineering, Inc. Kip Field, Vice President 2280 Market Street, Suite 100 Riverside, CA 92501 LSA Associates, Inc. Rob McCann, Chief Executive Officer 20 Executive Park, Suite 200 Irvine, CA 92614 Stantec Consulting Services, Inc. Gilbert Ruiz, Principal Environmental Planner 735 East Carnegie Drive, Suite 280 San Bernardino, CA 92408-3588 RCTC Potential Conflicts of Interest November 7, 2018 Page 2 Agenda Item No. 7D —Agreements for On -Call Right of Way Phase 1 &Phase 11 Environmental Assessment Services Consultant(s): Leighton Consulting, Inc. Kris Lutton, Senior Vice President 17781 Cowan Irvine, CA 92614 N i nyo & Moore Nancy Anglin, Principal Engineer 7888 Cherry Avenue, Unit I Fontana, CA 92336 Stantec Consulting Services, Inc. Kyle Emerson, Managing Principal Geologist 735 East Carnegie Drive, Suite 280 San Bernardino, CA 92408 Agenda Item No. 7E — Amendments to Freeway Service Patrol Agreements Consultant(s): Airport Mobil Inc. Moris Musharbash, President 1046 E. California Street Ontario, CA 91761 Coastal Pride Towing Frank Barka, President 12005 Magnolia Avenue Riverside, CA 92503 Pepe's Towing Manny Acosta, Treasurer 2000 W. Key St. Colton, CA 92324 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, November 14, 2018 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA 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. 5. APPROVAL OF MINUTES — OCTOBER 10, 2018 Riverside County Transportation Commission Meeting Agenda November 14, 2018 Page 2 6. 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. 7. 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. 7A. SINGLE SIGNATURE AUTHORITY REPORT Page 1 Overview This item is for the Commission to receive and file the Single Signature Authority report for the first quarter ended September 30, 2018. 7B. CALIFORNIA TRANSPORTATION COMMISSION'S ACTIVE TRANSPORTATION PROGRAM — METROPOLITAN PLANNING ORGANIZATION'S REGIONAL PROGRAM GUIDELINES AND PROJECT SCORING RECOMMENDATIONS FOR CYCLE 4 FUNDING Page 3 Overview This item is for the Commission to approve the Active Transportation Program (ATP) Metropolitan Planning Organization's (MPO) Regional Program Guidelines county share project scoring. 7C. AGREEMENTS FOR ON -CALL ENVIRONMENTAL CONSULTING SERVICES Overview This item is for the Commission to: Page 7 1) Award the following agreements to provide on -call environmental consulting services for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $1.5 million; a) Agreement No. 19-31-015-00 to HDR Engineering, Inc.; b) Agreement No. 19-31-016-00 to LSA Associates, Inc.; and c) Agreement No. 19-31-017-00 to Stantec Consulting Services, Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. Riverside County Transportation Commission Meeting Agenda November 14, 2018 Page 3 7D. AGREEMENTS FOR ON -CALL RIGHT OF WAY PHASE I & PHASE II ENVIRONMENTAL ASSESSMENT SERVICES Overview This item is for the Commission to: Page 52 1) Award the following agreements to provide on -call right of way phase I & phase II environmental assessment services for a three-year term, and two, one-year options to extend the agreements, in an amount not to exceed an aggregate value of $300,000; a) Agreement No. 18-31-098-00 to Leighton Consulting, Inc.; b) Agreement No. 18-31-099-00 to Ninyo & Moore; and c) Agreement No. 18-31-100-00 to Stantec Consulting Services, Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. 7E. AMENDMENTS TO FREEWAY SERVICE PATROL AGREEMENTS Overview This item is for the Commission to: Page 97 1) Approve Agreement No. 18-45-131-01, Amendment No. 1 to Agreement No. 18-45-131-00, with Coastal Pride Towing (Coastal) to provide construction freeway service patrol (CFSP) services on Beat No. 2, for an additional amount of $630,000, for a total amount not to exceed $4,181,564; 2) Approve Agreement No. 15-45-060-02, Amendment No. 2 to Agreement No. 15-45-060-00, with Airport Mobil Towing (Airport) to provide CFSP services on Beat No. 25, for an additional amount of $628,000, for a total amount not to exceed $2,555,000; 3) Approve Agreement No. 15-45-061-04, Amendment No. 3 to Agreement No. 15-45-061-00, with Pepe's Towing (Pepe's) to provide CFSP services on Beat No. 26, for an additional amount of $310,000, for a total amount not to exceed $1, 601,000; 4) Approve Agreement No. 16-45-082-02, Amendment No. 2 to Agreement No. 16-45-082-00, with Pepe's Towing to provide CFSP services on Beat No. 4, for an additional amount of $643,000, for a total amount not to exceed $1,973,000; and 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, on behalf of the Commission. Riverside County Transportation Commission Meeting Agenda November 14, 2018 Page 4 7F. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT FOR JULY — SEPTEMBER 2018 Page112 Overview This item is for the Commission to receive and file the Quarterly Public Engagement Metrics Report for July — September 2018. 8. QUARTERLY SALES TAX ANALYSIS Overview This item is for the Commission to receive and file the sales tax analysis for the Quarter 1, 2018 (1Q 2018). 9. STATE ROUTE 60 TRUCK LANES PROJECT UPDATE Overview This item is for the Commission to receive an oral report on the State Route 60 Truck Lanes project. 10. STATE FUNDING UPDATE Overview This item is for the Commission to receive an oral report on Senate Bill 1. 11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 12. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities. Page 117 Page122 Page 123 Riverside County Transportation Commission Meeting Agenda November 14, 2018 Page 5 13. CLOSED SESSION 13A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Item APN(s) CPN(s) Property Owner Buyer(s) 1 118-270-002, 118-270-003, 118-302-014 22219/22222/ 22223 Riverside County Transportation Commission City of Corona 14. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Wednesday, December 12, 2018, Board Room, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN -IN SHEET NOVEMBER 14, 2018 NAME AGENCY EMAIL ADDRESS - pack' .,E,, t�-/r�2��yn('iCc.v�. 3P-Y1n1n� 2-4JYb (�C/NlTz �r�Rv✓776 AlT ----''' - )N; (----s---z_T---„, e- Q.__,.'e,.'‘‘ .‘,‘ ‘- %Q__ j t Ittf5)r1gi lik/if ..&ti ,&-- is' e; G -, � e v ie--,a0P--)_.---- --TV t/A Pot !tea fie .-)trt,‘ /,,,,-1 e.,74--z.1 A-tesiel- c,- 6,7z- F..14 N 1 .e.7,,-,< 444->a/i-i. -7zdt.J5 , a/16),(r--- /�ia.vN*�l z _/�IS1�v�lt VM. p/if,471 4i,// 6 Be-41,Tv,i CA3t.1.24 Ai 5 vS,-11-,a7-8 -R1PJCC Qeet J.11,.\01.s k.,e)\ S (7:0ye/ (,,,V4,/,,,V6'p--;k1 A-iwte, — � (,,,,- ' ,,4 . /1742 if--: /4-- ✓✓C 1--\"‹ j„ ' - , ,41 •A' /‘V/ % /rS p/I /T.L M-T- -y nos Lr-- � � 6liebeirlAa.---- iOW Zrwr�rcvtitm^ �N/ tvk.oCf�'Cv� r(41,0\�2A‘,y,5 -TAis,.<'cite.H--J- e,,e.,,--)-- Hu fr. , V ir 1 vu9f 41;ele- ; t Re.4,1 ‘b),-) I 4is:-2_. s.,m, N I 14- _ '--7-,- , • --D --.:3' T-- 34.44, / t/4,4 4 Zvi- Co A alt lik gtR1(14AA, �7� 6'.� 4-(A-- . �ht ��-�c�,�.-4,kL-fc , 1 �4ial'2�v'aQ . `-�ua,�.� RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL NOVEMBER 14, 2018 Present Absent County of Riverside, District I -47 O County of Riverside, District II Ci -71- County of Riverside, District III 1-: r:i County of Riverside, District IV Ifrn- CI County of Riverside, District V Ti- In City of Banning 0 CI City of Beaumont O City of Blythe ,.in O City of Calimesa ftl- O City of Canyon lake RI CI City of Cathedral City , O City of Coachella ;a O City of Corona 0 O City of Desert Hot Springs 0--. 0 City of Eastvale Q' ci City of Hemet 21 0 City of Indian Wells 0 Ci City of Indio CI 0 City of Jurupa Valley 21 o City of La Quinta M O City of Lake Elsinore RP CI City of Menifee 71 O City of Moreno Valley 0- O City of Murrieta O gr.- City of Norco o 51 City of Palm Desert QJ 0 City of Palm Springs fa O City of Perris ill--- O City of Rancho Mirage 73- CI City of Riverside Cl 171. City of San Jacinto O 1� City of Temecula 0- O City of Wildomar * CI Governor's Appointee, Caltrans District 8 71.- 0 3003 dIZ A113 133a1S 3003 dIZ =SS31:10011 SS3NIS118 anoao p4OLLVZINV9110 / A3N39V d0 3WdN S Ol t a� (/fin 0.11) .Tv �Dls� Pi� V 4ati+nos :JNI1N3S3lid3!! JW3 1331112 'TON 3111OHd LI 14) 0 VA =1N311 VaN3Jd AO 133renS v � � �� 9 Ad :sI.N3ww03 onand AO Jaarens :SS3ilaaV =31NVN (1/0 M, 3H1 NO 031211 Sb) rON 11N311 VON3DV o=SiLN311 INO3 3nSnd �I }133H3 MVOS! 3H1210 3111310 3H101limns aNd H31113a AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEETING MINUTES Wednesday, October 10, 2018 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Dana Reed at 9:30 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501. 2. ROLL CALL Commissioners/Alternates Present Marion Ashley* Victoria Baca* Rusty Bailey Ben J. Benoit Brian Berkson Russell Betts Randall Bonner Joseph DeConinck Kathleen Fitzpatrick Deborah Franklin Rick Gibbs Berwin Hanna Jan Harnik Steven Hernandez Jim Hyatt Kevin Jeffries Shelley Kaplan Linda Krupa Bob Magee Lisa Middleton Michael Naggar V. Manuel Perez* Dana Reed Adam Rush Karen Spiegel John F. Tavaglione Charles Townsend Michael M. Vargas Lloyd White Michael Wilson Bill Zimmerman Commissioners Absent Andrew Kotyuk Chuck Washington *Arrived after meeting was called to order 3. PLEDGE OF ALLEGIANCE Clerk of the Board Lisa Mobley led the Commission in a flag salute. 4. PUBLIC COMMENTS Anne Mayer welcomed and introduced Acting Caltrans District 8 Director Janice Benton as John Bulinski has taken on a new assignment at Caltrans District 7. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 2 At this time, Commissioners Victoria Baca and V. Manuel Perez joined the meeting. Arnold San Miguel, with Southern California Association of Governments (SCAG) announced the 9th Annual Southern California Economic Summit will be held on December 6, 2018 at the L.A. Hotel Downtown. Also, SCAG is receiving the Sustainable Communities Program proposals and the deadline for submittals is November 15. 5. APPROVAL OF MINUTES — SEPTEMBER 12, 2018 M/S/C (Rush/Harnik) to approve the September 12, 2018 minutes as submitted. 6. ADDITIONS / REVISIONS There were no additions or revisions to the agenda. 7. PUBLIC HEARING — RCTC 91 EXPRESS LANES TOLL POLICY Jennifer Crosson presented the RCTC 91 Express Lanes Toll Policy and highlighted the following areas: • Current Toll Policy — Adopted in 2012; time of day variable pricing; and based on Orange County Transportation Authority (OCTA) Toll Policy • A map depicting the Eastern end single -lanes entrance and exit at the County Line for destination in Orange County and Riverside County • Proposed changes to the Toll Policy — Use single lane volumes; increase super/peak toll adjustment amount; and change in annual inflation basis • Path to adoption — Toll Policy and Operations Committee in August 27, 2018; SR-91 Joint Advisory Committee in September 7, 2018; Newspaper Publishing in September 28 and October 4, 2018; and Riverside County Transportation Commission today At this time, Commissioner Marion Ashley joined the meeting. At this time, Chair Reed opened the public hearing and requested if there are any public comments. There were no comments received from the public. At this time, Chair Reed closed the public hearing and requested to take any comments from the Commissioners. In response to Commissioner Karen Spiegel's inquiry for the peak hour toll fees and how the policy does not address the toll fees in smaller dollars, Jennifer Crosson replied the toll policy does not have a maximum toll. The only change is to the amount that can be Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 3 adjusted by today at 75 cents, so staff is asking it be adjusted to $1.00 or $1.30 as the base toll amounts are not changing. In response to Commissioner Spiegel's inquiry when the number of vehicles rise per hour the peak amount can increase, Jennifer Crosson replied correct. M/S/C (Baca/Wilson) to approve Resolution 18-014, "Amended and Restated Resolution of the Riverside County Transportation Commission Regarding the RCTC 91 Express Lane Toll Policy". 8. CONSENT CALENDAR Commissioner Lloyd White requested to pull Agenda Item 8B, "Change Order to Amend the Interstate 15 Express Lanes Project Design -Build Contract with Skanska-Ames, A Joint Venture, for the Interstate 15/State Route 91 Express Lanes Connector Project" for further discussion. M/S/C (Baca/Berkson) to approve the following Consent Calendar items. 8A. QUARTERLY FINANCIAL STATEMENTS Receive and file the Quarterly Financial Statements for the year ended June 30, 2018. 8C. AGREEMENT FOR CONSTRUCTION MANAGEMENT SERVICES, MATERIALS TESTING, AND CONSTRUCTION SURVEYING FOR THE MID COUNTY PARKWAY — SWEENEY MITIGATION SITE PROJECT IN RIVERSIDE COUNTY 1) Award Agreement No. 18-31-166-00 to DHS Consulting, Inc. to perform construction management services, materials testing, and construction surveying for the Mid County Parkway — Sweeney Mitigation Site Project (Project) in the amount of $907,717, plus a contingency amount of $90,772, for potential changes in scope, for a total amount not to exceed $998,489; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement 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. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 4 8D. CALIFORNIA DEPARTMENT OF FISH AND WILDLIFE 1600 STREAMBED ALTERATION MASTER AGREEMENT FOR THE MID COUNTY PARKWAY PROJECT 1) Authorize staff to procure a 1600 Streambed Alteration Master Agreement (Master Agreement) from the California Department of Fish and Wildlife (CDFW) for the entire Mid County Parkway (MCP) project for a term of 21 years through 2040; 2) Approve the expenditure for a permit related to the procurement of the Master Agreement in the amount of $86,826 and for an annual Master Agreement administrative maintenance fee of approximately $725 for a total amount of $15,215, plus a contingency amount of $7,500 for a total amount not to exceed $109,541; 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 4) Authorize the Executive Director or designee to approve non -funding agreements or amendments that might be required for these services. 8E. FISCAL YEAR 2018/19 STATE OF GOOD REPAIR PROGRAM 1) Adopt Resolution No. 18-016, "Resolution of the Riverside County Transportation Commission Authorizing the Execution of the Certifications and Assurances for the California State of Good Repair Program"; 2) Approve an amendment to the Commission's Commuter Rail Program's FY 2018/19 Short Range Transit Plan (SRTP) for $799,813 related to the receipt and use of Senate Bill 1 State of Good Repair (SGR) funds for the Station Rehabilitation Program; 3) Approve an allocation of $799,813 in SGR funds to the Commission's Station Rehabilitation Program; 4) Authorize the Executive Director, or her designee, to submit project nominations to Caltrans and execute the Recipient Certifications and Assurances and other required documents for the SGR program; and 5) Approve a $799,813 adjustment to the FY 2018/19 budget to increase state revenues and property improvement expenditures. 9. STATE AND FEDERAL LEGISLATIVE UPDATE Jillian Guizado Legislative Affairs Manager, presented the details for the state and federal legislative activities. In response to Commissioner Adam Rush's inquiry about the Governor vetoing AB 2734, Jillian Guizado replied it was the Governor's action the California Transportation Commission (CTC) would no longer be independent and actually fall under the Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 5 administration. The Governor saw that as being contradictory if he were to sign AB 2734 that would undo his action from a few years ago. M/S/C to receive and file an update on state and federal legislation. 10. VANCLUB UPDATE — RCTC'S ONGOING VANPOOL SUBSIDY PROGRAM Brian Cunanan, Commuter and Motorist Assistance Manager, presented the details for the Vanpool Incentive program update, highlighting the following areas: • IE Commuter programs and services • New rideshare incentive: VanClub and provides eligible vanpools with up to $400 per month or 50 percent of the vanpool lease • VanClub example: City of Irvine to city of Riverside comparison of the impacts of a motorist driving alone • VanClub example: Nissan Pathfinder that seats seven and costs nearly $300 in gas per month, lease is $1,400 and factor the VanClub subsidy of $400 altogether it is about $1,300 per month, which is split across six vanpoolers • VanClub example: Depending on the vehicle selected VanClub participants saved nearly $100 per month or $1,100 of a course of a year • Bonus benefits: Save time in the car pool lanes, save both time and money in express lanes with free or reduced tolls, reducing emissions, and quality of life • Minimum qualifications: 1) Minimum five participants to start; 2) Commute more than 30 miles each day; 3) Commute 12 or more days each month; and 4) Western Riverside County destination • Soft launched in May 2018 and up to 71 vanpools as of October 2018 and the averages being observed with Enterprise since August 2018 • The origins and the number of vanpools of where the vanpools are coming from • The destinations and number of where the vanpools are going • A list of specific work sites the vanpools are headed to and the number of vans • Program indicators from inception, May 2018 — August 2018: 30,440 single occupant trips; reduced 1,117,135 miles; and 1.8 tons emissions reduced • VanClub: $400 per month Vanpool subsidy; Vanpool inputs data into VanClub system; RCTC reports to the Federal Transit Administration (FTA); and results in additional FTA funding to RCTC • VanClub information: Vanclub.net and 844-VANCLUB In response to Commissioner Joey DeConinck's inquiry about having a Vanpool program in the city of Blythe, Brian Cunanan replied SunLine Transit Agency's (SunLine) Solvans program would cover the city of Blythe however, he will confirm and report back. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 6 Commissioner DeConinck stated the city of Blythe has the prison that can utilize it, there is the Wellness program to bring people to doctor appointments, which has been a great success, and there is a lot of agriculture. Commissioner Brian Berkson referred to that example map and stated the benefit on the toll lanes of reduced or free tolls for those drivers of the vanpools if it also extends into Los Angeles and Orange Counties. Brian Cunanan replied he believes it does and it varies depending on which toll facilities are being used. Anne Mayer explained staff could provide the details as to which benefits each of the toll operators offers to carpoolers, as they are not all the same. She stated the TCA's the toll roads do not offer any fare reductions to carpoolers and the 91 Express Lanes does. Commissioner Berkson's requested to forward the power point presentation to the Commissioners. M/S/C to receive and file a report on the public launch of the Commission's ongoing vanpool subsidy program — VanClub. 11. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION 8B. CHANGE ORDER TO AMEND THE INTERSTATE 15 EXPRESS LANES PROJECT DESIGN -BUILD CONTRACT WITH SKANSKA-AMES, A JOINT VENTURE, FOR THE INTERSTATE 15/STATE ROUTE 91 EXPRESS LANES CONNECTOR PROJECT Commissioner White explained he is trying to follow the funding and the acronyms, which makes it difficult to track and requested some information on his questions. He asked if the express lanes connector (ELC) was it part of the scope for the original contract for the express lanes project. David Thomas, Toll Project Manager, stated it was not part of the scope. The ELC was part of the scope for the ultimate 91 Corridor Improvement Project identified as a future phase of that project to be built by 2035 as the way it was included in the environmental document. Commissioner White suggested receiving a quick summary of the contracts the indications seems to be the ELC should be done as a separate contract and not a change order to the ELP contract. Anne Mayer stated the ELC project has been an important priority and the Commission has never had the money to fund it. SB 132 was passed in May 2017, Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 7 which legislatively authorized $180 million of state funds to be allocated directly to the ELC project. She explained a companion bill was passed that allowed the Commission to amend any existing 91 ELP or Interstate 15 ELP contract for the work needed for the ELC. She explained the Riverside County Efficiency Corridor with five projects, $427 million allocated and the Commission is mandated to expend all those funds and complete those projects by June 30, 2023. Anne Mayer stated this is why staff is here with a change order with the existing contract to accommodate the work for the ELC. Commissioner White stated he understood and expressed the Commission is bringing change orders that will bring the total with contingency above the original contract by about $5 million or $6 million, which appeared to exceed the not to exceed limit of the original contract. Anne Mayer concurred with Commissioner White's comment and stated she has the authority granted by the Commission to execute change orders within contract amounts and contingencies. This change order would cause the Commission to exceed that projected amount. She explained with this action, approval is amending the not to exceed amount of the contract by $15,984,804, and the funding source is SB 132. She stated the action is to approve the change order, which is to allocate the funding to the project so the Commission is within the budgeted amount. Commissioner White stated within budget is key and referred to the staff report of the first paragraph on page 38 where it states the effort is performed that the design engineer, design work, and construction are within limits of the 1-15 ELP. He stated that is where he needed clarification as to what is going on although he is comfortable with the responses received. M/S/C (Berkson/Baca) to: 1) Approve Change Order No. 10 to Agreement No. 16-31-057-00 for the Interstate 15 Express Lanes Project (1-15 ELP) with Skanska-Ames, a Joint Venture (Skanska-Ames), to perform final engineering design work and limited construction within the limits of the I-15 ELP to accommodate the 1-15/State Route 91 Express Lanes Connector Project (15/91 ELC) in the amount of $15,234,804, plus a contingency amount of $750,000, for a total amount not to exceed $15,984,804; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the change order amendment on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve contingency work up to the total amount not to exceed as required for the project. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 8 12. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 12A. Anne Mayer announced: • The VanClub presentation will be emailed to all the Commissioners and also stated if you know of employers within your jurisdiction that would be interested in this program to have them contact the Commission • Update on the implementation of some of the 91 corridor operations projects and restriping the 1-15 entrance to the toll lanes in the northbound direction, and the restriping at the County Line at the westbound direction ingress and egress of the toll lanes at the SR-91 will take place in the middle of November • Update for the testing of the Green River Road ramp meters the first tests were in June and the last test was done last week. The data will be analyzed and staff will come back in November to the Western Riverside County Programs and Projects (WRCP&P) Committee for a discussion on the meter test results and the options • Update for Option 4, which is the project proposed to add an auxiliary lane between the Green River Road on ramp and SR-241 connector and staff will bring back a summary of the findings and recommendation in November to the WRCP&P Committee 12B. Commissioner White announced the Law Enforcement Appreciation Committee is hosting an event to honor the police officers in Western Riverside County held on October 25 a fundraiser and Comedy Night at Romano's in Downtown Riverside. 12C. Commissioner Spiegel referred to Anne Mayer's comments related to the SR-91 and clarified the 91 project information will not go to the November Commission meeting. Anne Mayer replied that is correct and stated the 91 Corridor operation projects will be heard at the WRCP&P Committee. Commissioner Spiegel stated if there is a tracking of any accidents that were happening just after Green River Road she had requested as there are severe backups. She referred to Option 4 as the city of Corona has really suffered on those streets due to the consequences of some of the situations of the freeways. She asked Janice Benton if there is any other place that there is any length of time more than 30 minutes to get on the freeway in Southern California. 12D. Commissioner Berkson requested getting a site plan for the SR-60 Truck Climbing Lane project as he is receiving questions as to what it might look like. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 9 Anne Mayer replied certainly and stated the Commission is putting that project out to bid on October 18 construction will not commence until next year. Staff will work with the team and come up with some sort of graphic to share with your constituents and as part of the Commission's outreach plan. Commissioner Berkson requested an overlay of the old and new plans. 12E. Commissioner Bill Zimmerman introduced himself as the mayor for the city of Menifee. He announced on October 11 there will be a Groundbreaking Ceremony for the Scott Road/I-215 Interchange. 12F. Commissioner Betts as an example he referred to driving west on the 1-110 approaching the 1-605 as there would be a traffic jam due to being under construction. He asked if there is any study done on the impact in traffic congestion caused by construction, and is there something that could be done to mitigate that. He requested to have Caltrans make a presentation to have an understanding why it takes nine years to do an interchange and the impacts. 13. CLOSED SESSION 13A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Property Owner(s): See Below Item RCPN APN(s) Property Owner(s) 1 1139 363-140-088 Vermeulen Properties 5 2 1140 363-140-089 Railroad Plaza 3 1141 363-140-090 In & Out Burger 4 1150 363-171-004 Elsinore Dynasty Holdings 5 1151 363-171-003 SMBD Inv 6 1152 363-140-091 HUB Enterprises 7 1154 363-530-005 Veto Elsinore II 8 1155 363-530-003 Walmart Stores, Inc. 9 1156 363-140-085 Dorothy Boone -Murdock 10 1157 363-530-007 Veto Elsinore 11 1158 363-530-012 World Savings & Loan Assn. Riverside County Transportation Commission Meeting Minutes October 10, 2018 Page 10 13B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Agency Negotiator: Executive Director or Designee Item APN(s) Property Owner Buyer(s) 1 117-080-011, 117-080-013 and 117-080-014 (combined into one sale) Riverside County Transportation Commission Exclusive Energy 13C. CONFERENCE WITH LEGAL COUNSEL — EXISTING LITIGATION Pursuant to Government Code Section 54956.9(d)(1) Case No(s). RIC 1311383 and 16167899 There were no announcements from the Closed Session Items. 14. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, Chair Reed adjourned the meeting at 10:20 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, November 14, 2018, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. Respectfully submitted, Lisa Mobley Clerk of the Board AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Jose Mendoza, Procurement Analyst Matt Wallace, Procurement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Single Signature Authority Report STAFF RECOMMENDATION: This item is for the Commission to receive and file the Single Signature Authority report for the first quarter ended September 30, 2018. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission's Procurement Policy Manual adopted in June 2018. The Executive Director is authorized to sign services contracts that are less than $150,000 individually and in an aggregate amount not to exceed $1.5 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 first quarter ended September 30, 2018, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services at September 30, 2018 is $1,440,206. Attachment: Single Signature Authority Report as of September 30, 2018 Agenda item 7A 1 SINGLE SIGNATURE AUTHORITY AS OF September 30, 2018 CONSULTANT DESCRIPTION OF SERVICES ORIGINAL CONTRACT PAID AMOUNT REMAINING AMOUNT CONTRACT AMOUNT AMOUNT AVAILABLE July 1, 2018 $1,500,000.00 NetFile Form 700 E-filing and administration system 15,000.00 0.00 15,000.00 ECS Imaging, Inc. Laserfiche document management services 44,794.00 0.00 44,794.00 AMOUNT USED AMOUNT USED AMOUNT REMAINING through September 30, 2018 59,794.00 59,794.00 $1,440,206.00 None Agreements that fall under Public Utilities Code 130323 (C) N/A $- $- $- Jose Mendoza Prepared by Theresia Trevino Reviewed by Note: Shaded area represents new contracts listed in the first quarter. 2 AGENDA ITEM 7B RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Technical Advisory Committee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: California Transportation Commission's Active Transportation Program — Metropolitan Planning Organization's Regional Program Guidelines and Project Scoring Recommendations for Cycle 4 Funding TECHNICAL ADVISORY COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to approve the Active Transportation Program (ATP) Metropolitan Planning Organization's (MPO) Regional Program Guidelines county share project scoring. BACKGROUND INFORMATION: California Transportation Commission's Active Transportation Program Cycle 4 Call for Projects In May 2018, the California Transportation Commission (CTC) released a call for projects for ATP Cycle 4 funding. ATP funds bicycle and pedestrian facilities and programs to enhance or encourage walking and biking. Applications were due to the CTC on July 31, 2018, and a total of 34 projects in Riverside County were submitted. The CTC awards 50 percent of the ATP funds at the statewide competitive level, 10 percent to small urban and rural regions, and 40 percent at the large MPO level. Funding recommendations for the statewide and small urban and rural regions will be approved in January 2019. The large MPO level recommendations are scheduled to be approved in June 2019. The reason for the different approval timelines is to allow the CTC to fund the highest scoring projects under the statewide competitive pots and defer to the MPOs to review the remaining projects, within each respective MPO, and recommend projects based on local priorities. Large Metropolitan Planning Organization's Active Transportation Program Regional Program Guidelines The CTC requires each MPO to develop its ATP MPO regional program guidelines; therefore, the Southern California Association of Governments (SCAG) is responsible for developing these guidelines for the SCAG region. For the past three ATP funding cycles, SCAG's ATP guidelines have allowed each county transportation commission to assign up to 10 points to the CTC's Agenda Item 7B 3 project scores for projects that are consistent with local and regional plans. SCAG recently revised the assignment of points from 10 to 20 points in response to the call for projects for ATP Cycle 4. The CTC approved the revision to SCAG's ATP guidelines at its August 2018 CTC meeting. Per SCAG's guidelines, each county transportation commission in the SCAG region is responsible for defining "plans" and developing its guidance and methodology for assigning the additional 20 points to the CTC's scores. In addition, if a county transportation commission assigns points to a project for which it is the lead applicant, an explanation must be provided on how the scoring process resulted in an unbiased evaluation of projects. To date, the Commission has not proposed a project for ATP funding. At its September 2018 meeting, the Technical Advisory Committee (TAC) met and discussed the additional 20-point assignment along with developing a tiebreaker method. In past ATP calls for projects, there have been instances where projects received the same score but insufficient funding was available from the Riverside County ATP MPO share. There was also a situation where one project's funding request exceeded the total amount available. Staff and the TAC developed the following recommendations to address the assignment of points, a tiebreaker, and fund requests in excess of available funding amounts. Assignment of 20 Points for Metropolitan Planning Organization's Regional Program As previously mentioned, SCAG's ATP MPO Regional Program guidelines originally allowed county transportation commissions to assign up to 10 points to projects that are included or consistent with local or regional plans, which staff and the TAC continue to support. Regarding the additional 10-point assignment, for a total of 20 points, staff considered other programs for which the Commission is also responsible for nominating projects, such as the Transportation Development Act Article 3 (also known as SB 821) and Congestion Mitigation and Air Quality (CMAQ) programs. For the SB 821 and CMAQ programs, project readiness is emphasized in evaluating and awarding projects. Therefore, staff and the TAC recommend that projects requesting construction funding and are ready for construction should be weighted more heavily, as it illustrates the local agency's commitment to leverage other funding sources. Accordingly, the 20-point distribution will be added to projects that meet the following criteria: 20 Point Distribution ➢ 10 points for projects identified within the Western Riverside Council of Government's Subregional Active Transportation Plan; Coachella Valley Association of Governments Non -Motorized Plan; or an adopted local active transportation plan, bike or pedestrian master plan, or Safe Routes to School Plan; ➢ 4 points for projects requesting construction -only funding; and Agenda Item 7B 4 ➢ 6 points for projects requesting construction funding in the first two programming years of the ATP Cycle 4 call for projects. The assignment of the 20 points will be reviewed with the TAC prior to forwarding to the Commission for approval in January or February 2019. Upon Commission approval of the 20 point scoring, staff will submit the project recommendations to SCAG for approval and submittal to the CTC for final approval in June 2019. Tiebreaker There have been occasions where projects have equal scores (ties) and not enough funds are available in the Riverside County share to fund these projects. In the event this occurs, staff will adhere to the following steps: ➢ Work with the local agencies to determine if the funds can be split equally between applicants, without reducing the scope and benefits of the proposed project, and the local agencies commit to fully funding the difference with other local sources. ➢ If the above step is not viable for the applicants, staff will utilize a tiebreaker method similar to the CTC's method under the statewide component. ATP RCTC Tiebreaker Method Guidance (in priority order) ✓ Infrastructure Projects ✓ Construction Readiness Infrastructure: 1. Projects that are ready for construction 2. Highest score on the ATP Scoring question: "Potential for Increased Walking and Bicycling" Following is an example of applying the Tiebreaker Method: If a tie occurs between two infrastructure projects, the project that is construction ready, or closest to being delivered, will be selected. If the tied projects can be delivered within the same timeframe, then the project that received the highest point value question for "Potential for Increased Walking and Bicycling" will be recommended. It should be noted that non -infrastructure and planning applications that are not funded under the Statewide program are considered for funding under SCAG's ATP MPO share. Agenda Item 7B 5 Project Fund Request Exceeds Amount Available In the event that a single project scores high enough to be funded through the county share but the requested funding exceeds the amount available, staff will discuss with the project applicant whether there are sufficient local funds available to fund the difference without reducing the scope and benefits of the project. If local funds are not available to cover the shortfall, staff will review the next highest scoring project for funding. Staff will also review with the local agency whether re -applying in a future cycle and obtaining a higher score under the statewide component is feasible or practical. The TAC members and staff recommend the above revisions be approved. Upon approval staff will submit the 20 point distribution to SCAG for inclusion in the MPO Regional Program Guidelines for Riverside County ATP projects. There is no financial impact related to the approval of the ATP MPO Regional Program Guidelines. Agenda Item 7B 6 AGENDA ITEM 7C RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Alex Menor, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On -Call Environmental Consulting Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on -call environmental consulting services for a three-year term, and one, two-year option to extend the agreements, in an amount not to exceed an aggregate value of $1.5 million; a) Agreement No. 19-31-015-00 to HDR Engineering, Inc.; b) Agreement No. 19-31-016-00 to LSA Associates, Inc.; and c) Agreement No. 19-31-017-00 to Stantec Consulting Services, Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. BACKGROUND INFORMATION: The Commission requires comprehensive on -call consulting services related to various environmental and archaeological services. These services include, but are not limited to, coordination with resources agencies, Caltrans and local jurisdictions; review of National Environmental Policy Act and California Environmental Quality Act documents; permitting preparation; monitoring and documentation of environmental commitments; and support of the Western Riverside County Multispecies Habitat Conservation Plan projects. While the Commission typically has most of the environmental -related consulting services described above accomplished through contracts for the preliminary engineering/environmental phase of a project, there are occasions in which these services will be needed outside the environmental phase. Examples of this include the need for permitting prior to construction, construction monitoring, or mitigation. Agenda Item 7C 7 The purpose of this procurement is to provide the Commission with these comprehensive on -call professional environmental consulting services for a variety of Commission capital projects with Federal Highway Administration and Federal Transit Administration funding projects like the State Route 60 Truck Lane Project, Interstate 15 Railroad Canyon Road Interchange Project, La Sierra Parking Lot, and Riverside Downtown Platform and Track Expansion Project. In September 2013, the Commission approved similar contracts with four firms for up to five-year terms; these contracts have been used successfully to deliver projects and react to new and changing conditions rapidly. The total authorized amount on those contracts was also $1.5 million, of which approximately $600,000 was expended. Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 18-31-170-00 for on -call environmental consulting services was released by staff on July 19, 2018. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission's Planet Bids website, which is accessible through the Commission's website. Through Planet Bids, 70 firms downloaded the RFQ; 10 of these firms are located in Riverside County. A pre -submittal meeting was held on July 26 and attended by 10 firms. Staff responded to all questions submitted by potential proposers prior to the August 7 clarification deadline. Eight firms — EPD Solutions, Inc. (Irvine); HDR Engineering, Inc. (Riverside); ICF Jones & Stokes, Inc. (Corona); Impact Sciences, Inc. (Pasadena); LSA Associates, Inc. (Irvine); Sapphos Environmental, Inc. (Pasadena); Stantec Consulting Services, Inc. (San Bernardino); and Willdan Engineering (San Bernardino) — submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on August 22. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. As a result of the evaluation committee's assessment of the written statements of qualifications, the evaluation committee determined two firms — HDR Engineering, Inc. and LSA Associates, Inc. — to be the most qualified firms to provide on -call environmental consulting services. Additionally, since the Commission intended to award up to three agreements for on -call environmental consulting services, the evaluation committee shortlisted and invited three firms — ICF Jones & Stokes, Inc.; Sapphos Environmental, Inc.; and Stantec Consulting Services, Inc. —to the interview phase of the evaluation and selection process. Interviews were conducted on Agenda Item 7C 8 September 13. Subsequently, the evaluation committee determined Stantec Consulting Services, Inc. to be the most qualified firm from the interview phase to provide on -call environmental consulting services. As a result of the evaluation committee's assessment of the written statements of qualifications and interviews, the evaluation committee recommends contract awards to HDR Engineering, Inc; LSA Associates, Inc.; and Stantec Consulting Services, Inc. for a three-year term, and one, two-year option to extend the agreements, in the aggregate amount of $1.5 million, as these firms earned the highest total evaluation scores. The multiple award, on -call, indefinite delivery/indefinite quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre -qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission's issuance of contract task orders to the consultants on an as -needed basis. The Commission's model on -call professional services agreement will be entered into with each consultant firm, subject to any changes approved by the Executive Director, pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $ 200,000 $1,300,000 Measure A and/or other local, state and No Source of Funds: federal funds Budget Adjustment: N/A 007201 81115 720 6781101 007202 81115 720 6781101 GL/Project Accounting No.: 002320 81115 261 3181101 654199 81115 265 3381101 623999 81115 262 3181101 Fiscal Procedures Approved: \Y1/14-id44� Date: 10/15/2018 Attachment: Draft On -Call Professional Services Agreement Agenda Item 7C 9 Agreement No. _-_-_- PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1 B, FTA AND FHWA FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [ CONSULTANT ] FOR ON -CALL ENVIRONMENTAL CONSULTING SERVICES Parties and Date. This Agreement is made and entered into this day of , 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and j NAME OF FIRM ] ("Consultant"), a [ LEGAL STATUS OF CONSULTANT e.g., CORPORATION ]. The Commission and Consultant are sometimes referred to herein individually as "Party", and collectively as the "Parties". Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et sec{., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on -call professional consulting services provided under this Agreement may be State Proposition 1 B funds, Federal Highway Administration Funds ("FHWA") administered by the California Department of Transportation ("Caltrans"), and/or funds from the Federal Transit Administration ("FTA"). E. Consultant desires to perform and assume responsibility for the provision of certain on -call environmental consulting services in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant ("Task Order"). Consultant represents that it is experienced in providing 17336.00603\31171937.1 10 such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services on an on -call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a "Project" under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on -call environmental consulting services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. j USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED ] Commission has authorized Consultant to commence performance of the Services by a "Notice to Proceed" or "Limited Notice to Proceed" dated . Consultant agrees that Services already performed pursuant to the "Notice to Proceed" or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [ USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED ] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre -Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a "Notice to Proceed" may be contingent upon completion and approval of a pre -award audit. Any questions raised during the pre -award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work for which Federal 3 17336.00603\31171937.1 11 reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an "Authorization to Proceed". 4. Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant's cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. This Agreement, Consultant's cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission's contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission's Contract Administrator. This Agreement shall end three years from the date set forth above, unless extended by contract amendment. The Commission shall have the option to extend the term for one, two-year option. In no case shall the term of this Agreement exceed five (5) years. All Task Order work should be completed within the term. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission's Contract Administrator"). Commission's Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Contract 4 17336.00603\31171937.1 12 Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates [ INSERT NAME OR TITLE ] to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission's Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission's Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [ LIST NAMES AND TITLES ], or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub -consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from 5 17336.00603\31171937.1 13 the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Task Orders;_Commencement of Services; Schedule of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit "B" attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order ("Schedule"). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Contract Administrator. 11.2 Trend Meetinqs. Consultant shall conduct trend meetings with the Commission's Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation 6 17336.00603\31171937.1 14 and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission's Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission's Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be 7 17336.00603\31171937.1 15 required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission's Contract Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission's contractor for the Project ("Contractor") relating to work performed by Consultant's personnel, and additional information or assistance from the Consultant's personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission's construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant's personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant's personnel services under this Agreement. 16.3 Services of the Consultant's personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant's indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby 8 17336.00603\31171937.1 16 acknowledged and agreed that the United States Department of Transportation shall have the royalty -free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Requlations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit "C" and incorporated herein by reference, or any cost proposal included as part of a Task Order ("Cost Proposal") unless additional reimbursement is provided for by written amendment. The overhead rates included in the attached Exhibit "C" shall be fixed for the term of the Master Agreement, and shall not be subject to adjustment, unless required by the applicable funding source. In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission's approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 9 17336.00603\31171937.1 17 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order ("Fixed Fee"). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non -represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission's Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant's work. Invoices shall be mailed to Commission's Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 10 17336.00603\31171937.1 18 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission's Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC's Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission's Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In 11 17336.00603\31171937.1 19 such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission's Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 12 17336.00603\31171937.1 20 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, FHWA, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it's certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission's Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission's Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its 13 17336.00603\31171937.1 21 subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from Commission's obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission's Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit "C" may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit "C" shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit "C" or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission's Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission's Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the 14 17336.00603\31171937.1 22 sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 15 17336.00603\31171937.1 23 27.3 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). 16 17336.00603\31171937.1 24 Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property 17 17336.00603\31171937.1 25 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of Commission's choosing), indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by 18 17336.00603\31171937.1 26 Commission, Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. Consultant's obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 19 17336.00603\31171937.1 27 31. Insurance. 31.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 31.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 31.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of 20 17336.00603\31171937.1 28 Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case -by -case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission's Contract Administrator. 31.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and non -owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 31.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. 0) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's or Caltrans' insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and 21 17336.00603\31171937.1 29 their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (c) Workers' Compensation and Employers Liability Coverage. 0) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (0 Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required 22 17336.00603\31171937.1 30 coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 31.6 Deductibles and Self -Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 31.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII I, licensed to do business in California, and satisfactory to the Commission. 31.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this 23 17336.00603\31171937.1 31 Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 31.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 31.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 32. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 33. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement, 24 17336.00603\31171937.1 32 other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1 D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 34. Prohibited Interests. 34.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 34.2 Consultant Conflict of Interest (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 25 17336.00603\31171937.1 33 (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, nor any firm affiliated with Consultant will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint -ownership, or otherwise. (e) Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. 34.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 34.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 34.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 34.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually 26 17336.00603\31171937.1 34 performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 34.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 34.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 35. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 27 17336.00603\31171937.1 35 36. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 37. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 38. Disputes; Attorneys' Fees. 38.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 38.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 39. Time of Essence. Time is of the essence for each and every provision of this Agreement. 40. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 41. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Attn : COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 42. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the 28 17336.00603\31171937.1 36 Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 43. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 44. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 45. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 46. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit "F" (FTA Requirements) attached hereto and incorporated herein by reference 47. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 48. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 49. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 50. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 51. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality ("Confidential Communication"). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such 29 17336.00603\31171937.1 37 communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission's attorneys; (2) between Consultant (on behalf of the Commission) and Commission's attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission's attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 52. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 53. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 54. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 55. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 30 17336.00603\31171937.1 38 56. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 31 17336.00603\31171937.1 39 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1 B, FTA AND FHWA FUNDING ASSISTANCE FOR ENVIRONMENTAL CONSULTING SERVICES IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 32 17336.00603\31171937.1 40 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "E" - CONSULTANT DBE COMMITMENT EXHIBIT "F" - FTA PROVISIONS EXHIBIT "G" — LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT Exhibit A 17336.00603\31171937.1 41 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $ Completion Date: , 201 .00 The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: Dated: By: By: Exhibit B-1 17336.00603\31171937.1 42 EXHIBIT "D" FHWA/ CALTRANS REQUIREMENTS 1. STATEMENT OF COMPLIANCE. A. Consultant's signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. If this Agreement is federally funded, the Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. If this Agreement is federally funded, the Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, Exhibit D-1 17336.00603\31171937.1 43 including employment practices when the Agreement covers a program whose goal is employment. 2. DEBARMENT AND SUSPENSION CERTIFICATION CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COMMISSION. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT -assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy, as the Commission deems appropriate. 4. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Exhibit D-2 17336.00603\31171937.1 44 prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non -DBE subcontractors. 5. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime consultants and subconsultants. 6. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or "whistleblower" actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 7. DBE PARTICIPATION Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the Caltrans DBE program, a final utilization report in the form provided by the Commission, and any other Caltrans required DBE forms. A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." By obtaining DBE participation on this Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide overall DBE goal. Exhibit D-3 17336.00603\31171937.1 45 B. This Agreement does not have a DBE goal, but DBE goals may be included with each task order request for proposals. If a DBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. E. A DBE may be terminated only with prior written approval from the Commission and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent for the termination, the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). 8. DBE PARTICIPATION GENERAL INFORMATION It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint -venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint -venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. Exhibit D-4 17336.00603\31171937.1 46 E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non -DBE subcontractors. 9 . COMMERCIALLY USEFUL FUNCTION A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 10. DBE CERTIFICATION AND DE -CERTIFICATION STATUS If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de -certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission's Contract Administrator within 30 days. 11. DBE RECORDS A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each Exhibit D-5 17336.00603\31171937.1 47 DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, "Final Report -Utilization of Disadvantaged Business Enterprises (DBE)," CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor's authorized representative and shall be furnished to the Commission's Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty- five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)" is submitted to the Commission's Contract Administrator. a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission's Contract Administrator showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Commission's Contract Administrator showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. b. The Contractor shall also submit to the Commission's Contract Administrator documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans "Monthly DBE Trucking Verification," CEM-2404(F) form provided to the Contractor by the Commission's Contract Administrator. 12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly Exhibit D-6 17336.00603\31171937.1 48 sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner -operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non -DBE firm, including an owner -operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives Exhibit D-7 17336.00603\31171937.1 49 the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant's subconsultants completed and submitted the Certificate of subconsultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant's proposal. If it is later determined that Consultant's subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. 15. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant's failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. Exhibit D-8 17336.00603\31171937.1 50 EXHIBIT "E" CONSULTANT DBE COMMITMENT Consultant to Complete this Section 1. Local Agency Name: 2. Project Location: 3. Project Description: 4. Consultant Name: 5. Contract DBE Goal %: DBE Commitment Information 6. Description of Services to be Provided 7. DBE Firm Contact Information 8. DBE Cert. Number 9. DBE % Exhibit E-1 17336.00603\31171937.1 51 AGENDA ITEM 7D RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Mark Lancaster, Right of Way Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements for On -Call Right of Way Phase I & Phase II Environmental Assessment Services WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award the following agreements to provide on -call right of way phase I & phase II environmental assessment services for a three-year term, and two, one-year options to extend the agreements, in an amount not to exceed an aggregate value of $300,000; a) Agreement No. 18-31-098-00 to Leighton Consulting, Inc.; b) Agreement No. 18-31-099-00 to Ninyo & Moore; and c) Agreement No. 18-31-100-00 to Stantec Consulting Services, Inc.; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission; and 3) Authorize the Executive Director, or designee, to execute task orders awarded to the consultants under the terms of the agreements. BACKGROUND INFORMATION: The presence of hazardous substances within proposed rights of way and facilities for various Commission rail and highway projects is probable. It is, therefore, necessary for the Commission to exercise due diligence in identifying hazardous materials and potential hazardous substance related problems. Performing early testing of known or potentially contaminated sites may avoid or, at least, minimize costs and schedule delays on Commission projects. On -call consultants will be required to furnish specialized environmental engineering and field services including, but not limited to, site assessments and investigations, remedial investigation/feasibility studies, remediation action plans, remediation action design, post-remediation monitoring at specified sites, hazardous waste remediation, abatement, and removal of materials. Agenda Item 7D 52 Phase I — Initial site assessment shall include, but not be limited to, identifying hazardous and potentially hazardous problems. Phase II — Site investigations shall include, but not be limited to, items such as work plans, health and safety plans, surveys and surface geophysical investigations, drilling, sampling, laboratory analysis, and reporting. In December 2015, the Commission approved similar contracts with three firms for up to three-year terms; these contracts have been used successfully to deliver projects and react to new and changing conditions rapidly. The total authorized amount on those contracts was also $300,000, of which approximately $56,000 was expended. Procurement Process Pursuant to Government Code 4525 et seq, selection of architect, engineer, and related services shall be on the basis of demonstrated competence and on professional qualifications necessary for the satisfactory performance of the services required. Therefore, staff used the qualification method of selection for the procurement. Evaluation criteria included elements such as qualifications of firm, staffing and project organization, project understanding and approach, and the ability to respond to the requirements set forth under the terms of a request for qualifications (RFQ). RFQ No. 18-31-098-00 for on -call right of way phase I & phase II environmental assessment services was released by staff on July 26, 2018. A public notice was advertised in the Press Enterprise, and the RFQ was posted on the Commission's Planet Bids website, which is accessible through the Commission's website. Through Planet Bids, 61 firms downloaded the RFQ; 14 of these firms are located in Riverside County. A pre -submittal meeting was held on August 7 and attended by 17 firms. Staff responded to all questions submitted by potential proposers prior to the August 21 clarification deadline. Twelve firms — ATC Group Services LLC (Monterey Park); Cardno, Inc. (Lake Forest); Converse Consultants (Monrovia); Dudek (Riverside); EFI Global (Los Angeles); ES Engineering Services, LLC (Irvine); Leighton Consulting, Inc. (Irvine); Ninyo & Moore (Fontana); SCS Engineers (Long Beach); SCST, Inc. (Riverside); Stantec Consulting Services, Inc. (San Bernardino); and Tetra Tech, Inc. (Irvine) — submitted responsive and responsible statements of qualifications prior to the 2:00 p.m. submittal deadline on September 5. Based on the evaluation criteria set forth in the RFQ, the firms were evaluated and scored by an evaluation committee comprised of Commission staff. As a result of the evaluation committee's assessment of the written statements of qualifications, the evaluation committee recommends contract awards to Leighton Consulting, Inc.; Ninyo & Moore; and Stantec Consulting Services, Inc. for a three-year term, and two, one-year options to extend the agreements, in the aggregate amount of $300,000, as these firms earned the highest total evaluation scores. Agenda Item 7D 53 The multiple award, on -call, indefinite delivery/quantity task order type contracts do not guarantee work to any of the awardees; therefore, no funds are guaranteed to any consultant. Pre -qualified consultants will be selected for specific tasks based on qualification information contained in their proposals and/or competitive fee proposals for the specific tasks. Services will be provided through the Commission's issuance of contract task orders to the consultants on an as -needed basis. The Commission's model on -call professional services agreement will be entered into with each consultant firm, subject to any changes approved by the Executive Director and pursuant to legal counsel review. Staff oversight of the contracts and task orders will maximize the effectiveness of the consultants and minimize costs to the Commission. Financial Information In Fiscal Year Budget: Yes Year: FY 2018/19 Amount: $ 50,000 N/A FY 2019/20+ $250,000 Measure A, State Transportation Improvement Program, Federal funds, No Source of Funds: Transportation Uniform Mitigation Budget Adjustment: N/A Fees 002302 81403 00067 0000 210 73 81402 005127 81403 00067 0000 210 72 81402 005104 81403 00067 0000 210 72 81402 003027 81403 00067 0000 262 31 81402 GL/Project Accounting No.: 003038 81403 00067 0000 222 31 81402 002317 81403 00067 0000 261 31 81402 652402 81403 00067 0000 265 33 81402 004027 81403 00067 0000 265 33 81402 622402 81403 00067 0000 262 31 81402 Fiscal Procedures Approved: \I-te4Attov, Date: 10/12/2018 Attachment: Draft On -Call Professional Services Agreement Agenda Item 7D 54 Agreement No. _-_-_- PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1 B, FTA AND FHWA FUNDING ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH [ CONSULTANT ] FOR ON -CALL RIGHT OF WAY PHASE I & PHASE II ENVIRONMENTAL ASSESSMENT SERVICES Parties and Date. This Agreement is made and entered into this day of , 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and j NAME OF FIRM ] ("Consultant"), a [ LEGAL STATUS OF CONSULTANT e.g., CORPORATION ]. The Commission and Consultant are sometimes referred to herein individually as "Party", and collectively as the "Parties". Recitals. A. On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). B. Pursuant to Public Utility Code Sections 240000 et sec{., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. C. On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the continued funding of transportation and improvements within the County of Riverside. D. A source of funding for payment for on -call professional consulting services provided under this Agreement may be State Proposition 1 B funds, Federal Highway Administration Funds ("FHWA") administered by the California Department of Transportation ("Caltrans"), and/or funds from the Federal Transit Administration ("FTA"). E. Consultant desires to perform and assume responsibility for the provision of certain on -call right of way phase I & phase II environmental assessment services in the County of Riverside, California. Services shall be provided on the terms and conditions set forth in this Agreement and in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and the Consultant ("Task Order"). Consultant 17336.00603\31171937.1 55 represents that it is experienced in providing such services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. F. The Commission desires to engage Consultant to render such services on an on -call basis. Services shall be ordered by Task Order(s) to be issued pursuant to this Agreement for future projects as set forth herein and in each Task Order (each such project shall be designated a "Project" under this Agreement). Terms. 1. General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the on -call right of way phase I & phase II environmental assessment services for the Projects ("Services"). The Services are generally described in Exhibit "A" attached hereto and incorporated herein by reference. The Services shall be more particularly described in the individual Task Orders issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order. All Services shall be subject to, and performed in accordance with, this Agreement, the relevant Task Order, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 2. Commencement of Services. j USE THIS PARAGRAPH IF NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED ] Commission has authorized Consultant to commence performance of the Services by a "Notice to Proceed" or "Limited Notice to Proceed" dated . Consultant agrees that Services already performed pursuant to the "Notice to Proceed" or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. [ USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED ] The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. 3. Pre -Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a "Notice to Proceed" may be contingent upon completion and approval of a pre -award audit. Any questions raised during the pre -award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work for which Federal 17336.00603\31171937.1 56 reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an "Authorization to Proceed". 4. Audit Procedures. Consultant and subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an Independent Cost Review (ICR) Audit, or a CPA ICR audit work paper review. If selected for audit or review, this Agreement, Consultant's cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is Consultant's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. This Agreement, Consultant's cost proposal, and ICR shall be adjusted by Consultant and approved by the Commission's contract manager to conform to the audit or review recommendations. Consultant agrees that individual terms of costs identified in the audit report shall be incorporated into this Agreement by this reference if directed by Commission at its sole discretion. Refusal by Consultant to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of the Agreement terms and cause for termination of this Agreement and disallowance of prior reimbursed costs. Additional audit provisions applicable to this Agreement are set forth in Sections 23 and 24 of this Agreement. 5. Term. 5.1 This Agreement shall go into effect on the date first set forth above, contingent upon approval by Commission, and Consultant shall commence work after notification to proceed by Commission's Contract Administrator. This Agreement shall end three years from the date set forth above, unless extended by contract amendment. The Commission shall have the option to extend the term for one, two-year option. In no case shall the term of this Agreement exceed five (5) years. All Task Order work should be completed within the term. 5.2 Consultant is advised that any recommendation for contract award is not binding on Commission until this Agreement is fully executed and approved by the Commission. 5.3 This Agreement shall remain in effect until the date set forth above, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Agreement shall remain in effect following the termination of this Agreement. 6. Commission's Contract Administrator. The Commission hereby designates the Commission's Executive Director, or his or her designee, to act as its Contract Administrator for the performance of this Agreement ("Commission's Contract Administrator"). Commission's Contract Administrator shall have the authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Contract 17336.00603\31171937.1 57 Administrator shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Contract Administrator or his or her designee. 7. Consultant's Representative. Consultant hereby designates [ INSERT NAME OR TITLE ] to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission's Contract Administrator and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in Consultant's Representative shall be approved in writing by Commission's Contract Administrator. 8. Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions herein. The key personnel for performance of this Agreement are: [ LIST NAMES AND TITLES ], or as otherwise identified in the Task Order. 9. Standard of Care; Licenses. Consultant represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub -consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from 17336.00603\31171937.1 58 the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 10. Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 11. Task Orders;_Commencement of Services; Schedule of Services. Consultant shall commence Services under a Task Order within five (5) days of receiving a fully executed Task Order from the Commission. Task Orders shall be in substantially the form set forth in Exhibit "B" attached hereto and incorporated herein by reference. Each Task Order shall identify the funding source(s) to be used to fund the Services under the relevant Task Order, and Consultant shall comply with the requirements specified herein, and in the attached exhibits, applicable to the identified funding source(s). Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with any schedule of Services set forth in a Task Order ("Schedule"). Consultant represents that it has the professional and technical personnel to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Contract Administrator, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 11.1 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Contract Administrator. 11.2 Trend Meetings. Consultant shall conduct trend meetings with the Commission's Contract Administrator and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation 17336.00603\31171937.1 59 and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 11.3 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of Services. Submission of such progress report by Consultant shall be a condition precedent to receipt of payment from the Commission for each monthly invoice submitted. 12. Delay in Performance. 12.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 12.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 12.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 12.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 13. Preliminary Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Contract Administrator in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission's Contract Administrator, in his or her sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this Agreement, Commission's Contract Administrator may require Consultant to revise and resubmit the work at no cost to the Commission. 14. Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be 17336.00603\31171937.1 60 required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 15. Opportunity to Cure; Inspection of Work. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. Consultant shall allow the Commission's Contract Administrator, Caltrans and FHWA to inspect or review Consultant's work in progress at any reasonable time. 16. Claims Filed by Contractor. 16.1 If claims are filed by the Commission's contractor for the Project ("Contractor") relating to work performed by Consultant's personnel, and additional information or assistance from the Consultant's personnel is required by the Commission in order to evaluate or defend against such claims; Consultant agrees to make reasonable efforts to make its personnel available for consultation with the Commission's construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 16.2 Consultant's personnel that the Commission considers essential to assist in defending against Contractor claims will be made available on reasonable notice from the Commission. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the Consultant's personnel services under this Agreement. 16.3 Services of the Consultant's personnel and other support staff in connection with Contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to finally resolve the claims. 16.4 Nothing contained in this Section shall be construed to in any way limit Consultant's indemnification obligations contained in Section 29. In the case of any conflict between this Section and Section 29, Section 29 shall govern. This Section is not intended to obligate the Commission to reimburse Consultant for time spent by its personnel related to Contractor claims for which Consultant is required to indemnify and defend the Commission pursuant to Section 29 of this Agreement. 17. Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth herein the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance. Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby 17336.00603\31171937.1 61 acknowledged and agreed that the United States Department of Transportation shall have the royalty -free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 18. Laws and Requlations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 19. Fees and Payment. 19.1 The method of payment for this Agreement will be based on actual cost plus a fixed fee. Commission shall reimburse Consultant for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the Services. Consultant shall not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant cost proposal attached hereto as Exhibit "C" and incorporated herein by reference, or any cost proposal included as part of a Task Order ("Cost Proposal") unless additional reimbursement is provided for by written amendment. The overhead rates included in the attached Exhibit "C" shall be fixed for the term of the Master Agreement, and shall not be subject to adjustment, unless required by the applicable funding source. In In no event, shall Consultant be reimbursed for overhead costs at a rate that exceeds Commission's approved overhead rate set forth in the Cost Proposal. In the event that Commission determines that a change to the Services from that specified in the Cost Proposal, this Agreement or any Task Order is required, the Agreement time or actual costs reimbursable by Commission shall be adjusted by written amendment to accommodate the changed work. The maximum total cost as specified in Section 19.8 shall not be exceeded, unless authorized by a written amendment. 17336.00603\31171937.1 62 19.2 In addition to the allowable incurred costs, Commission shall pay Consultant a fixed fee to be set forth in each Task Order ("Fixed Fee"). The Fixed Fee is nonadjustable for each Task Order, except in the event of a significant change in the Scope of Services, and such adjustment is made by written amendment. 19.3 Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. In addition, payments to Consultant for travel and subsistence expenses claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non -represented State employees under current State Department of Personnel Administration (DPA) rules, unless otherwise authorized by Commission. If the rates invoiced are in excess of those authorized DPA rates, and Commission has not otherwise approved said rates, then Consultant is responsible for the cost difference and any overpayments shall be reimbursed to the Commission on demand. 19.4 When milestone cost estimates are included in the approved Cost Proposal for a Task Order, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. 19.5 Progress payments shall be made monthly in arrears based on Services provided and allowable incurred costs. A pro rata portion of the Fixed Fee shall be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Scope of Services, Commission shall have the right to delay payment or terminate this Agreement in accordance with the provisions of Section 21, Termination. 19.6 No payment shall be made prior to approval of any Services, nor for any Services performed prior to approval of this Agreement. 19.7 Consultant shall be reimbursed, as promptly as fiscal procedures will permit upon receipt by Commission's Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due Commission including any equipment purchased under the Equipment Purchase provisions of this Agreement. The final invoice should be submitted within 60 calendar days after completion of Consultant's work. Invoices shall be mailed to Commission's Contract Administrator at the following address: Riverside County Transportation Commission Attention: Accounts Payable P.O. 12008 Riverside, CA 92502 17336.00603\31171937.1 63 19.8 The total amount payable by Commission, including the Fixed Fee, shall not exceed the amount set forth in each Task Order. 19.9 Salary increases shall be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by Commission's Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. 19.10 Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Contract Administrator. 19.11 All subcontracts in excess of $25,000 shall contain the above provisions. 20. Disputes. 20.1 Any dispute, other than audit, concerning a question of fact arising under this Agreement that is not disposed of by mutual agreement of the Parties shall be decided by a committee consisting of RCTC's Contract Administrator and the Director of Capital Projects, who may consider written or verbal information submitted by Consultant. 20.2 Not later than 30 days after completion of all Services under this Agreement, Consultant may request review by the Commission's Executive Director of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. 20.3 Neither the pendency of a dispute, nor its consideration by the committee will excuse Consultant from full and timely performance in accordance with the terms of this Agreement. 21. Termination. 21.1 Commission reserves the right to terminate this Agreement upon thirty (30) calendar days written notice to Consultant, for any or no reason, with the reasons for termination stated in the notice. Commission may terminate Services under a Task Order, at any time, for any or no reason, with the effective date of termination to be specified in the notice of termination of Task Order. 21.2 Commission may terminate this Agreement with Consultant should Consultant fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, Commission may proceed with the Services in any manner deemed proper by Commission. If Commission terminates this Agreement with Consultant, Commission shall pay Consultant the sum due to Consultant under this Agreement for Services completed and accepted prior to termination, unless the cost of completion to Commission exceeds the funds remaining in the Agreement. In 17336.00603\31171937.1 64 such case, the overage shall be deducted from any sum due Consultant under this Agreement and the balance, if any, shall be paid to Consultant upon demand. 21.3 In addition to the above, payment upon termination shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission's Contract Administrator to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination 21.4 Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in progress. 21.5 In addition to the above, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in this Agreement. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. 21.6 The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Agreement. 21.7 Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 21.8 Consultant may not terminate this Agreement except for cause. 22. Cost Principles and Administrative Requirements. 22.1 Consultant agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. 22.2 Consultant also agrees to comply with federal procedures in accordance with 2 CFR, Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. 22.3 Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 2 CFR, Part 200 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by Consultant to Commission. 17336.00603\31171937.1 65 22.4 All subcontracts in excess of $25,000 shall contain the above provisions. 23. Retention of Records/Audit. For the purpose of determining compliance with, as applicable, 2 CFR Part 200, Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code 8546.7; Consultant, subconsultants, and Commission shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of this Agreement, including but not limited to, the costs of administering this Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under this Agreement. The State, State Auditor, Commission, FHWA, or any duly authorized representative of the State or Federal Government shall have access to any books, records, and documents of Consultant and it's certified public accountants (CPA) work papers that are pertinent to this Agreement and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. 23.1 Accounting System. Consultant and its subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate expenditures by line item for the Services. The accounting system of Consultant and its subcontractors shall conform to Generally Accepted Accounting Principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. 24. Audit Review Procedures. 24.1 Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by Commission's Chief Financial Officer. 24.2 Not later than 30 days after issuance of the final audit report, Consultant may request a review by Commission's Chief Financial Officer of unresolved audit issues. The request for review shall be submitted in writing. 24.3 Neither the pendency of a dispute nor its consideration by Commission shall excuse Consultant from full and timely performance, in accordance with the terms of this Agreement. 25. Subcontracting. 25.1 Nothing contained in this Agreement or otherwise, shall create any contractual relation between Commission and any subconsultant(s), and no subcontract shall relieve Consultant of its responsibilities and obligations hereunder. Consultant agrees to be as fully responsible to Commission for the acts and omissions of its 17336.00603\31171937.1 66 subconsultant(s) and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by Consultant. Consultant's obligation to pay its subconsultant(s) is an independent obligation from Commission's obligation to make payments to the Consultant. 25.2 Consultant shall perform the Services contemplated with resources available within its own organization and no portion of the Services pertinent to this Agreement shall be subcontracted without written authorization by Commission's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. 25.3 Consultant shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to Consultant by Commission. 25.4 Any subcontract in excess of $25,000 entered into as a result of this Agreement shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. 25.5 Any substitution of subconsultant(s) must be approved in writing by Commission's Contract Administrator prior to the start of work by the subconsultant(s). 25.6 Exhibit "C" may set forth the rates at which each subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit "C" shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit "C" or in a Task Order. The subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. 26. Equipment Purchase 26.1 Prior authorization, in writing, by Commission's Contract Administrator shall be required before Consultant enters into any unbudgeted purchase order, or subcontract for supplies, equipment, or services. Consultant shall provide an evaluation of the necessity or desirability of incurring such costs. 26.2 For purchase of any item, service or consulting work not covered in the Cost Proposal and exceeding $5,000 prior authorization, in writing, by Commission's Contract Administrator is required. Three competitive quotations must be submitted with the request for such purchase, or the absence of bidding must be adequately justified. 26.3 Any equipment purchased as a result of this Agreement is subject to the following: Consultant shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, Commission shall receive a proper refund or credit at the conclusion of this Agreement, or if this Agreement is terminated, Consultant may either keep the equipment and credit Commission in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, in accordance with established Commission procedures; and credit Commission in an amount equal to the 17336.00603\31171937.1 67 sales price. If Consultant elects to keep the equipment, fair market value shall be determined at Consultant's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by Commission and Consultant. If Consultant determines to sell the equipment, the terms and conditions of such sale must be approved in advance by Commission. 2 CFR, Part 200 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the Project. 26.4 All subcontracts in excess $25,000 shall contain the above provisions. 27. Labor Code Requirements. 27.1 Prevailing Wages. (a) Consultant shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the Services. (b) Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. (c) When prevailing wages apply to the Services described in the Scope of Services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. (d) Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 27.2 DIR Registration. Since the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. 17336.00603\31171937.1 68 27.3 Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight -Hour Law"), unless Consultant or the Services are not subject to the Eight -Hour Law. Consultant shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub -consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight -Hour Law. 27.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Services, Consultant and any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply to the joint apprenticeship council administering applicable standards for a certificate approving Consultant or any sub -consultant for the employment and training of apprentices. Upon issuance of this certificate, Consultant and any sub -consultant shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Consultant 28. Ownership of Materials/Confidentiality. 28.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). 17336.00603\31171937.1 69 Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 28.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property 17336.00603\31171937.1 70 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 28.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 28.4 Infringement Indemnification. Consultant shall defend, indemnify and hold the Commission, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by Commission of the Documents & Data, including any method, process, product, or concept specified or depicted. 29. Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of Commission's choosing), indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by 17336.00603\31171937.1 71 Commission, Caltrans, their directors, officials officers, employees, consultants, agents, or volunteers. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance as a "design professional" (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault. Consultant's obligations as set forth in this Section shall survive expiration or termination of this Agreement. 30. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, Caltrans and their directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, inverse condemnation, and any claims related to property acquisition and relocation rules or failure to detect or abate hazardous materials, which are brought by a third party, and which , in any manner arise out of or are incident to alleged negligent acts, omissions, or willful misconduct of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, Caltrans, and their directors, officials, officers, employees, consultants, agents, or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission, Caltrans or their directors, officials, officers, employees, consultants, agents, or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission, Caltrans and their directors, officials, officers, employees, consultants, agents, and/or volunteers, for any and all legal expenses and costs, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, Caltrans or their directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligations as set forth in this Section 29 shall survive expiration or termination of this Agreement. 17336.00603\31171937.1 72 31. Insurance. 31.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this Section, in a form and with insurance companies acceptable to the Commission. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section. 31.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (a) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (b) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. Limits may be achieved by any combination of primary and excess or umbrella liability insurance; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 31.3 Professional Liability. Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. For Consultant, such insurance shall be in an amount not less than $1,000,000 per claim. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. Subconsultants of 17336.00603\31171937.1 73 Consultant shall obtain such insurance in an amount not less than $2,000,000 per claim. Notwithstanding the foregoing, the Commission may consider written requests to lower or dispense with the errors and omissions liability insurance requirement contained in this Section for certain subconsultants of Consultant, on a case -by -case basis, depending on the nature and scope of the Services to be provided by the subconsultant. Approval of such request shall be in writing, signed by the Commission's Contract Administrator. 31.4 Aircraft Liability Insurance. Prior to conducting any Services requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit as shall be required by the Commission. Such insurance shall include coverage for owned, hired and non -owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 31.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: (a) General Liability. 0) Commercial General Liability Insurance must include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury; (3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form property damage; and (9) independent consultants coverage. (ii) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement. (iii) The policy shall give the Commission, its directors, officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (iv) The additional insured coverage under the policy shall be "primary and non-contributory" and will not seek contribution from the Commission's or Caltrans' insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements providing the exact same coverage. (b) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, Caltrans and their directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, Caltrans and 17336.00603\31171937.1 74 their directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, Caltrans and their directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (c) Workers' Compensation and Employers Liability Coverage. 0) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (d) All Coverages. (0 Defense costs shall be payable in addition to the limits set forth hereunder. (ii) Requirements of specific coverage or limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits set forth herein shall be available to the Commission, Caltrans and their directors, officials, officers, employees and agents as additional insureds under said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. (iii) The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a written contract or agreement) before the Commission's own insurance or self-insurance shall be called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a "following form" basis with coverage at least as broad as provided on the underlying policy(ies). (iv) Consultant shall provide the Commission at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required 17336.00603\31171937.1 75 coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the Commission at least ten (10) days prior to the effective date of cancellation or expiration. (v) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims -made policy with a retroactive date subsequent to the effective date of this Agreement. (vi) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the Commission, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (vii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Commission has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Commission will be promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Commission may cancel this Agreement. The Commission may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (viii) Neither the Commission nor any of its directors, officials, officers, employees or agents shall be personally responsible for any liability arising under or by virtue of this Agreement. 31.6 Deductibles and Self -Insurance Retentions. Any deductibles or self - insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self -insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expense. 31.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII I, licensed to do business in California, and satisfactory to the Commission. 31.8 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this 17336.00603\31171937.1 76 Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 31.9 Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the Commission that they have secured all insurance required under this Section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, the Commission may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 31.10 Other Insurance. At its option, the Commission may require such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 32. Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. Pursuant to the authority contained in Section 591 of the Vehicle Code, the Commission has determined that the Project will contain areas that are open to public traffic. Consultant shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. Consultant shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. 33. Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement, 17336.00603\31171937.1 77 other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1 D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as set forth herein. In the event such a change authorization is not issued and signed by the Commission's Executive Director, Consultant shall not provide such change. 34. Prohibited Interests. 34.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 34.2 Consultant Conflict of Interest (a) Consultant shall disclose any financial, business, or other relationship with Commission that may have an impact upon the outcome of this Agreement, or any ensuing Commission construction project. Consultant shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing Commission construction project, which will follow. (b) Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. 17336.00603\31171937.1 78 (c) Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Article. (d) Consultant hereby certifies that neither Consultant, nor any firm affiliated with Consultant will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint -ownership, or otherwise. (e) Except for subconsultants whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. 34.3 Commission Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 34.4 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 34.5 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to the terms herein, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 34.6 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this Agreement was not obtained or secured through rebates kickbacks or other unlawful consideration, either promised or paid to any Commission employee. For breach or violation of this warranty, Commission shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually 17336.00603\31171937.1 79 performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 34.7 Covenant Against Expenditure of Commission, State or Federal Funds for Lobbying. The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. (a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "G", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. (b) The Consultant's certification provided in this Section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. (c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 34.8 Employment Adverse to the Commission. Consultant shall notify the Commission, and shall obtain the Commission's written consent, prior to accepting work to assist with or participate in a third -party lawsuit or other legal or administrative proceeding against the Commission during the term of this Agreement. 35. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 17336.00603\31171937.1 80 36. Right to Employ Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 37. Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 38. Disputes; Attorneys' Fees. 38.1 Prior to commencing any action hereunder, the Parties shall attempt in good faith to resolve any dispute arising between them. The pendency of a dispute shall not excuse Consultant from full and timely performance of the Services. 38.2. If the Parties are unable to resolve a dispute after attempting in good faith to do so, the Parties may seek any other available remedy to resolve the dispute. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys' fees and, all other costs of such actions. 39. Time of Essence. Time is of the essence for each and every provision of this Agreement. 40. Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 41. Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: Attn : COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 42. Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the 17336.00603\31171937.1 81 Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 43. Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 44. Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior negotiations, agreements or understandings. 45. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 46. Provisions Applicable When State Funds or Federal Funds Are Involved. When funding for the Services under a Task Order is provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. When funding for the Services under a Task Order is provided, in whole or in part, from the FTA, Consultant shall also fully and adequately comply with the provisions included in Exhibit "F" (FTA Requirements) attached hereto and incorporated herein by reference 47. Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, shall survive any such expiration or termination. 48. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 49. Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 50. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 51. Attorney Client Privilege. The Parties recognize that, during the Project, the Commission and its attorneys will engage in communication that gives rise to an attorney client privilege of confidentiality ("Confidential Communication"). Given the nature of the work done by Consultant for the Commission, it may be necessary for the Consultant to participate in Confidential Communications. To the extent that (i) the Consultant is a party to any Confidential Communication, and (ii) a third party seeks discovery of such 17336.00603\31171937.1 82 communications, then the Consultant shall be deemed to be an agent of the Commission solely for purposes of preserving any attorney client privilege in the relevant Confidential Communication. Any such attorney client privilege shall be held by the Commission and the Consultant is not authorized to waive that privilege or, otherwise, disclose such Confidential Communication except as set forth below. This Section is intended to maintain the privilege in any privileged Confidential Communications that are (1) between and among Commission, Consultant, and Commission's attorneys; (2) between Consultant (on behalf of the Commission) and Commission's attorneys; (3) Confidential Communications that occur in Closed Session meetings wherein the Commission, the Commission's attorneys and Consultant are present; and (4) between Commission and Consultant wherein the substance of the Confidential Communication is conveyed to/from the Consultant. Consultant may disclose a Confidential Communication to the extent such disclosure is required by legal process, by a court of competent jurisdiction or by any other governmental authority, provided that any such disclosure shall be limited to the specific part of the Confidential Communication required to be disclosed and provided that Consultant first comply with the requirements set forth in this paragraph. As soon as practicable after Consultant becomes aware that it is required, or may become required, to disclose the Confidential Communication for such reason, Consultant shall notify the Commission in writing, in order to allow the Commission to pursue legal remedies designed to limit the Confidential Communication required to be disclosed or to assure the confidential treatment of the disclosed information following its disclosure. Consultant shall cooperate with the Commission, on a reimbursable basis, to assist the Commission in limiting the scope of disclosure or assuring the confidential treatment of any disclosed information. 52. Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 53. Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 54. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties, and shall not be assigned by Consultant without the prior written consent of Commission. 55. Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 17336.00603\31171937.1 83 56. No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 17336.00603\31171937.1 84 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH PROPOSITION 1 B, FTA AND FHWA FUNDING ASSISTANCE FOR RIGHT OF WAY PHASE I & PHASE II ENVIRONMENTAL ASSESSMENT SERVICES IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne Mayer Approved as to Form: By: Best, Best & Krieger LLP General Counsel CONSULTANT [INSERT NAME OF CONSULTANT] By: Signature Name Title ATTEST: By: Its: * A corporation requires the signatures of two corporate officers. One signature shall be that of the chairman of board, the president or any vice president and the second signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation. If the above persons are not the intended signators, evidence of signature authority shall be provided to RCTC. 17336.00603\31171937.1 85 TO BE INSERTED FROM RFP: EXHIBIT "A" - SCOPE OF SERVICES EXHIBIT "E" - CONSULTANT DBE COMMITMENT EXHIBIT "F" - FTA PROVISIONS EXHIBIT "G" — LOBBYING ACTIVITIES DISCLOSURE TO BE INSERTED FROM CONSULTANT PROPOSAL: EXHIBIT "C"- COMPENSATION AND PAYMENT Exhibit A 17336.00603\31171937.1 86 EXHIBIT "B" SAMPLE TASK ORDER FORM Task Order No. Contract: [INSERT NAME OF CONTRACT] Consultant: [INSERT NAME OF CONSULTANT] The Consultant is hereby authorized to perform the following work subject to the provisions of the Contract identified above: List funding sources: List any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $ Completion Date: , 201 .00 The undersigned consultant hereby agrees that it will provide all equipment, furnish all materials, except as may be otherwise noted above, and perform all services for the work above specified in accordance with the Contract identified above and will accept as full payment therefore the amount shown above. Riverside County Transportation Commission Consultant Dated: Dated: By: By: Exhibit B-1 17336.00603\31171937.1 87 EXHIBIT "D" FHWA/ CALTRANS REQUIREMENTS 1. STATEMENT OF COMPLIANCE. A. Consultant's signature affixed herein shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Agreement, Consultant and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated there under (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. If this Agreement is federally funded, the Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally -assisted programs of the Department of Transportation — Title 49 Code of Federal Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. If this Agreement is federally funded, the Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, Exhibit D-1 17336.00603\31171937.1 88 including employment practices when the Agreement covers a program whose goal is employment. 2. DEBARMENT AND SUSPENSION CERTIFICATION CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to COMMISSION. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal highway Administration. 3. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this Agreement. Consultant or subcontractor shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT -assisted contracts, as further set forth below. Failure by the Consultant or subcontractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy, as the Commission deems appropriate. 4. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the Exhibit D-2 17336.00603\31171937.1 89 prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non -DBE subcontractors. 5. RELEASE OF RETAINAGE No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime consultants and subconsultants. 6. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either Party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or "whistleblower" actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 7. DBE PARTICIPATION Caltrans has developed a statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete Exhibits "E" of this Agreement in compliance with the Caltrans DBE program, a final utilization report in the form provided by the Commission, and any other Caltrans required DBE forms. A. This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." By obtaining DBE participation on this Agreement, Consultant will assist Caltrans in meeting its federally mandated statewide overall DBE goal. Exhibit D-3 17336.00603\31171937.1 90 B. This Agreement does not have a DBE goal, but DBE goals may be included with each task order request for proposals. If a DBE subconsultant is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR. C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part with federal funds. The Consultant, subrecipient or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT- assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission, Caltrans or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. E. A DBE may be terminated only with prior written approval from the Commission and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting Commission consent for the termination, the prime consultant must meet the procedural requirements specified in 49 CFR 26.53(f). 8. DBE PARTICIPATION GENERAL INFORMATION It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE joint -venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint -venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55 that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. Exhibit D-4 17336.00603\31171937.1 91 E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non -DBE subcontractors. 9 . COMMERCIALLY USEFUL FUNCTION A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. 10. DBE CERTIFICATION AND DE -CERTIFICATION STATUS If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Contractor in writing with the date of de -certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Contractor in writing with the date of certification. Any changes should be reported to the Commission's Contract Administrator within 30 days. 11. DBE RECORDS A. The Contractor shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each Exhibit D-5 17336.00603\31171937.1 92 DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Contractors shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the most current version of the form entitled, "Final Report -Utilization of Disadvantaged Business Enterprises (DBE)," CEM- 2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correct by the Contractor or the Contractor's authorized representative and shall be furnished to the Commission's Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty- five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Contractor when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)" is submitted to the Commission's Contract Administrator. a. Prior to the fifteenth of each month, the Contractor shall submit documentation to the Commission's Contract Administrator showing the amount paid to DBE trucking companies. The Contractor shall also obtain and submit documentation to the Commission's Contract Administrator showing the amount paid by DBE trucking companies to all firms, including owner -operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the Contractor may count only the fee or commission the DBE receives as a result of the lease arrangement. b. The Contractor shall also submit to the Commission's Contract Administrator documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans "Monthly DBE Trucking Verification," CEM-2404(F) form provided to the Contractor by the Commission's Contract Administrator. 12. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly Exhibit D-6 17336.00603\31171937.1 93 sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement -by -Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 13. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner -operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non -DBE firm, including an owner -operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by the DBE. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives Exhibit D-7 17336.00603\31171937.1 94 the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DBE. 14. DEBARMENT, SUSPENSION AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant's subconsultants completed and submitted the Certificate of subconsultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant's proposal. If it is later determined that Consultant's subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. 15. ENVIRONMENTAL COMPLIANCE A. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). B. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 16. NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, and by signing this Agreement, Consultant certifies under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against Consultant within the immediately preceding two-year period, because of Consultant's failure to comply with an order of a federal court that orders Consultant to comply with an order of the National Labor Relations Board. Exhibit D-8 17336.00603\31171937.1 95 EXHIBIT "E" CONSULTANT DBE COMMITMENT Consultant to Complete this Section 1. Local Agency Name: 2. Project Location: 3. Project Description: 4. Consultant Name: 5. Contract DBE Goal %: DBE Commitment Information 6. Description of Services to be Provided 7. DBE Firm Contact Information 8. DBE Cert. Number 9. DBE % Exhibit E-1 17336.00603\31171937.1 96 AGENDA ITEM 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Michelle McCamish, Management Analyst Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendments to Freeway Service Patrol Agreements WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 18-45-131-01, Amendment No. 1 to Agreement No. 18-45-131-00, with Coastal Pride Towing (Coastal) to provide construction freeway service patrol (CFSP) services on Beat No. 2, for an additional amount of $630,000, for a total amount not to exceed $4,181,564; 2) Approve Agreement No. 15-45-060-02, Amendment No. 2 to Agreement No. 15-45-060-00, with Airport Mobil Towing (Airport) to provide CFSP services on Beat No. 25, for an additional amount of $628,000, for a total amount not to exceed $2,555,000; 3) Approve Agreement No. 15-45-061-04, Amendment No. 3 to Agreement No. 15-45-061-00, with Pepe's Towing (Pepe's) to provide CFSP services on Beat No. 26, for an additional amount of $310,000, for a total amount not to exceed $1,601,000; 4) Approve Agreement No. 16-45-082-02, Amendment No. 2 to Agreement No. 16-45-082-00, with Pepe's Towing to provide CFSP services on Beat No. 4, for an additional amount of $643,000, for a total amount not to exceed $1,973,000; and 5) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, on behalf of the Commission. BACKGROUND INFORMATION: The Commission, acting in its capacity as the Service Authority for Freeway Emergencies (SAFE), is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol (CHP), managing the Freeway Service Patrol (FSP) program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments (referred to as beats) to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. Currently, as illustrated in Figure 1, the Commission contracts with three tow truck operators to provide Agenda Item 7E 97 service on a total of 12 beats Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. Express Lanes RIVERSIDE CO. SAN OIEGO CO. w SAN BERNARDIN❑ CC RIVERSIDE CO - Moreno Vatley Figure 1: FSP Beat Map Incremental weekend FSP service funded by Mobile Source Air Pollution Reduction Review Committee grants, is also provided along beats in the cities of Corona, Moreno Valley, and Riverside. In addition to regular peak FSP and incremental weekend service hours, FSP is used to provide traffic congestion relief and to quickly address vehicle breakdowns and accidents within construction zones, all of which have the added benefit of reducing accidents and improving air quality during the construction of a project. DISCUSSION: The project teams for the Interstate 15 Express Lanes Project (1-15 ELP) and Pachappa Underpass project requested CFSP service to serve as a transportation mitigation strategy in their respective construction zones within FSP beats 2, 4, 25, and 26 (Figure 1). CFSP service Agenda Item 7E 98 hours extend regular weekday peak AM and PM service with midday service on weekdays and weekend service (Monday — Thursday from 8:30 a.m. — 2:30 p.m.; Friday from 8:30 a.m. —12:30 p.m.; Saturday and Sunday from 10 a.m. — 6 p.m.). As such, several agreements, as shown in the table below, will need to be amended to add funds to provide CFSP service for the 1-15 ELP and Pachappa Underpass projects; construction is expected to be completed within the remaining agreement terms of the towing contracts, including option years. Construction Project CFSP Beat Coverage Contractor/ Amendment Agreement No. Amount 1-15 ELP Pachappa Underpass Project Beat 2: 1-15 from Hidden Valley Coastal Parkway to Jurupa Avenue 18-45-131-01 $630,000 Beat 25: I-15/SR-91 Interchanges Airport 15-45-060-02 $628,000 Beat 26: 1-15 from Magnolia Avenue to Indian Truck Trail Pepe's 15-45-061-04 $310,000 Beat 4: SR-91 from Magnolia Avenue to the 60/91/215 Interchange Pepe's 16-45-082-02 $643,000 Staff recommends approval of the four FSP amendments as outlined in the staff recommendation. Hourly rates for the FSP services in the aforementioned contracts will remain unchanged. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2018/19 FY 2019/20+ Amount: $ 674,300 $1,536,700 2017A Sales Tax Bond Proceeds, 2009 Source of Funds: Measure A 2009 Western County Highway Funds, and federal CMAQ Budget Adjustment: No N/A 003027 81014 00000 0000 262 3181002 GL/Project Accounting No.: 003038 81014 00000 0000 222 31 81002 Fiscal Procedures Approved: \life,watitaair Date: 10/12/2018 Attachments: 1) Draft Coastal Agreement No. 18-45-131-01 2) Draft Airport Agreement No. 15-45-060-02 3) Draft Pepe's Agreement No. 16-45-082-02 4) Draft Pepe's Agreement No. 15-45-061-04 Agenda Item 7E 99 ATTACHMENT 1 Agreement No. 18-45-131-01 AMENDMENT NO. 1 TO AGREEMENT FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT # 1 AND # 2 WITHIN RIVERSIDE COUNTY WITH COASTAL PRIDE TOWING, INC. 1 PARTIES AND DATE This Amendment No. 1 is made and entered into as of November 15, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") acting in its capacity as the RIVERSIDE SERVICE AUTHORITY FOR FREEWAY EMERGENCIES ("SAFE"), a public entity, and COASTAL PRIDE TOWING, INC., a California corporation (referred to herein as "CONTRACTOR"). 2. RECITALS 2.1 SAFE and CONTRACTOR have entered into an agreement dated August 21, 2018 for the provision of freeway patrol services on Beat No. 1 & 2 within Riverside County on behalf of the SAFE (the "Master Agreement"). 2.2 SAFE and CONTRACTOR now desire to amend the Master Agreement in order to provide additional compensation in order to provide additional FSP services, on a temporary basis, as further described herein. 3. TERMS 3.1 The Scope of Services of the Master Agreement shall be amended to include construction freeway service patrol services for Beat No. 2. 3.2 Services for construction freeway patrol services for Beat No. 2 shall be performed and compensated pursuant to and in accordance with the terms of the Master Agreement. 3.3 The maximum compensation for construction freeway service patrol Services, shall be Six Hundred Thirty Thousand Dollars ($630,000.00). 3.4 The total not -to -exceed amount of the Master Agreement, as amended by this Amendment No. 1, shall be increased from One Million Five Hundred Twenty -Five Thousand Two Hundred Twelve Dollars ($1,525,212.00) to Two Million One Hundred Fifty -Five Thousand Two Hundred Twelve Dollars ($2,155,212.00). 17336.0002A\31378243.1 1 100 3.5 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 No. 1. 3.6 This Amendment No. 1 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.7 This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.0002A\31378243.1 2 101 SIGNATURE PAGE TO Agreement No. 18-45-131-01 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY COASTAL PRIDE TOWING, INC., a California corporation TRANSPORTATION COMMISSION ACTING IN ITS CAPACITY AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: *ATTEST: By: By: Best Best & Krieger LLP Signature Counsel to the Riverside County Transportation Commission Title: * 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. 17336.0002A\31378243.1 3 102 ATTACHMENT 2 Agreement No. 15-45-060-02 AMENDMENT NO. 2 TO AGREEMENT FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT #25 WITHIN RIVERSIDE COUNTY WITH AIRPORT MOBIL TOWING, INC. 1 PARTIES AND DATE This Amendment No. 2 is made and entered into as of November 15, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") acting in its capacity as the RIVERSIDE SERVICE AUTHORITY FOR FREEWAY EMERGENCIES ("SAFE"), a public entity, and AIRPORT MOBILE, INC., a California corporation (referred to herein as "CONTRACTOR"). 2. RECITALS 2.1 SAFE and CONTRACTOR have entered into an agreement dated August 31, 2015 for the provision of freeway patrol services on Beat No. 25 within Riverside County on behalf of the SAFE (the "Master Agreement"). 2.2 SAFE and CONTRACTOR amended the Master Agreement in order to extend the term of the Master Agreement to October 31, 2019 and to increase the hourly rate for the continued provision of freeway service patrol services. 2.3 SAFE and CONTRACTOR now desire to amend the Master Agreement in order to provide additional compensation in order to provide additional FSP services, on a temporary basis, as further described herein. 3. TERMS 3.1 The Scope of Services of the Master Agreement shall be amended to include construction freeway service patrol services for Beat No. 25. 3.2 Services for construction freeway patrol services for Beat No. 25 shall be performed and compensated pursuant to and in accordance with the terms of Amendment 1 of the Master Agreement. 3.3 The maximum compensation for construction freeway service patrol Services, shall be Six Hundred Twenty -Eight Thousand Dollars ($628,000.00). 17336.0002A\31378243.1 1 103 3.4 The total not -to -exceed amount of the Master Agreement, as amended by this Amendment No. 2, shall be increased from One Million Five Hundred Thirty -Eight Thousand Five Hundred Dollars ($1,538,500.00) to Two Million One Hundred Sixty -Six Thousand Five Hundred Dollars ($2,166,500.00). 3.5 Except as amended by this Amendment No. 2, 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. 2. 3.6 This Amendment No. 2 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.7 This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.0002A\31378243.1 2 104 SIGNATURE PAGE TO Agreement No. 15-45-060-02 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY AIRPORT MOBIL, INC., a California corporation TRANSPORTATION COMMISSION ACTING IN ITS CAPACITY AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: *ATTEST: By: By: Best Best & Krieger LLP Signature Counsel to the Riverside County Transportation Commission Title: * 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. 17336.0002A\31378243.1 3 105 ATTACHMENT 3 Agreement No. 16-45-082-02 AMENDMENT NO. 2 TO AGREEMENT FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT NO. 4 WITH PEPE'S TOWING SERVICE 1 PARTIES AND DATE This Amendment No. 2 is made and entered into as of November 15, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") acting in its capacity as the RIVERSIDE SERVICE AUTHORITY FOR FREEWAY EMERGENCIES ("SAFE"), a public entity, and PEPE'S, INC., a California corporation (referred to herein as "CONTRACTOR"). 2. RECITALS 2.1 SAFE and CONTRACTOR have entered into an agreement dated October 31, 2016 for the provision of freeway patrol services on Beat No. 4 within Riverside County on behalf of the SAFE (the "Master Agreement"). 2.2 SAFE and CONTRACTOR amended the Master Agreement on July 3, 2018 to include an option for as needed weekend service on Saturdays and Sundays for Beat #4, and to provide additional compensation for such freeway service patrol services. 2.3 SAFE and CONTRACTOR now desire to amend the Master Agreement in order to provide additional compensation in order to provide additional FSP services, on a temporary basis, as further described herein. 3. TERMS 3.1 The Scope of Services of the Master Agreement shall be amended to include construction freeway service patrol services for Beat No. 4. 3.2 Services for construction freeway patrol services for Beat No. 4 shall be performed and compensated pursuant to and in accordance with the terms of the Master Agreement. 3.3 The maximum compensation for construction freeway service patrol Services, shall be Six Hundred Forty -Three Thousand Dollars ($643,000.00). 17336.0002A\31378243.1 1 106 3.4 The total not -to -exceed amount of the Master Agreement, as amended by this Amendment No. 2, shall be increased from One Million Fifty -One Thousand Dollars ($1,051,000.00) to One Million Six Hundred Ninety -Four Thousand Dollars ($1,694,000.00). 3.5 Except as amended by this Amendment No. 2, 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. 2. 3.6 This Amendment No. 2 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.7 This Amendment No. 2 may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.0002A\31378243.1 2 107 SIGNATURE PAGE TO Agreement No. 16-45-082-02 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ACTING IN ITS CAPACITY AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES PEPE'S INC., a California corporation d/b/a PEPE'S TOWING SERVICE By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: *ATTEST: By: By: Best Best & Krieger LLP Signature Counsel to the Riverside County Transportation Commission Title: * 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. 17336.0002A\31378243.1 3 108 ATTACHMENT 4 Agreement No. 15-45-061-04 AMENDMENT NO. 3 TO AGREEMENT FOR FREEWAY EMERGENCIES, FOR FREEWAY SERVICE PATROL FOR BEAT NO. 26 WITH PEPE'S TOWING SERVICE 1 PARTIES AND DATE This Amendment No. 3 is made and entered into as of November 15, 2018, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") acting in its capacity as the RIVERSIDE SERVICE AUTHORITY FOR FREEWAY EMERGENCIES ("SAFE"), a public entity, and PEPE'S, INC., a California corporation (referred to herein as "CONTRACTOR"). 2. RECITALS 2.1 SAFE and CONTRACTOR have entered into an agreement dated June 10, 2015, for the provision of freeway patrol services on Beat No. 26 within Riverside County on behalf of the SAFE (the "Master Agreement"). 2.2 SAFE has issued Change Order No. 1, effective as of August 19, 2015, to change the limits of Beat No. 26. 2.3 SAFE and CONTRACTOR have entered into an Amendment No. 1 dated February 18, 2016 in order to provide additional FSP services, on a temporary basis, for the State Route 91 Corridor Improvement Project. 2.4 SAFE and CONTRACTOR have entered into an Amendment No. 2 on August 1, 2018 to exercise the first renewal option to extend the term of the contract and provide additional compensation. 2.5 SAFE and CONTRACTOR now desire to amend the Master Agreement in order to provide additional compensation in order to provide additional FSP services, on a temporary basis, as further described herein. 3. TERMS 3.1 The Scope of Services of the Master Agreement shall be amended to include construction freeway service patrol services for Beat No. 26. 17336.0002A\31378243.1 1 109 3.2 Services for construction freeway patrol services for Beat No. 26 shall be performed and compensated pursuant to and in accordance with the terms of the Master Agreement. 3.3 The maximum compensation for construction freeway service patrol Services, shall be Three Hundred Ten Thousand Dollars ($310,000.00). 3.4 The total not -to -exceed amount of the Master Agreement, as amended by this Amendment No. 3, shall be increased from One Million Thirty -Three Thousand Dollars ($1,033,000.00) to One Million Three Hundred Forty - Three Thousand Dollars ($1,343,000.00). 3.5 Except as amended by this Amendment No. 3, 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. 3. 3.6 This Amendment No. 3 shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.7 This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original. [Signatures on following page] 17336.0002A\31378243.1 2 110 SIGNATURE PAGE TO Agreement No. 15-45-061-04 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION ACTING IN ITS CAPACITY AS THE RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES PEPE'S INC., a California corporation d/b/a PEPE'S TOWING SERVICE By: By: Anne Mayer, Executive Director Signature Name Title APPROVED AS TO FORM: *ATTEST: By: By: Best Best & Krieger LLP Signature Counsel to the Riverside County Transportation Commission Title: * 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. 17336.0002A\31378243.1 3 111 AGENDA ITEM 7F RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM Cheryl Donahue, Public Affairs Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Public Engagement Metrics Report for July — September 2018 STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Public Engagement Metrics Report for July — September 2018. BACKGROUND INFORMATION: Staff has been monitoring public engagement activities since January 2018 and has been preparing Quarterly Public Engagement Metrics Reports. An updated report for the third quarter, which covers July — September 2018, is provided. These quarterly reports provide a data -driven approach for measuring progress toward public engagement goals, allow staff to assess the effectiveness of its efforts on an ongoing basis, and provide transparency into how the Commission is using its resources to engage and educate the public. The quarterly report includes two sets of data: 1) Metrics for RCTC's overall public engagement activities, including website use and access; website top pages visited; email notifications; social media likes, engagement and reach; and public sentiment 2) Metrics for RCTC's Interstate 15 Express Lanes Project public engagement activities, including email activity, website sessions, and social media. The report may evolve as staff refines its approaches to measuring public engagement activities and in response to any feedback from Commissioners. Report highlights for this quarter follow and are included in a graphical format with this agenda item. It is important to note the metrics reflect a significant decrease in paid digital advertising during this third quarter. This decrease in advertising has resulted in a decline in some of the metrics. Agenda Item 7F 112 RCTC Overall Public Engagement 1) Website a. For the quarter, there were 30,411 website sessions, a 6 percent increase from last quarter's 32,417 sessions. There also were 19,641 unique users, which reflect a drop of 14 percent compared to the previous quarter's 22,714 unique users. b. A sizeable number of people (37 percent) accessed the website by using a direct search (keying in rctc.org). A smaller number (21 percent) used display ads or paid searches to reach the site. Others used organic searches, such as Google (22 percent), social media (13 percent), and website referrals (7 percent). c. The third quarter showed a change in the balance desktop and mobile users, with 41 percent accessing the website via desktop computers and 59 percent accessing the site via mobile devices. This is a significant shift from the second quarter, in which just 32 percent accessed the site via desktop and 68 percent accessed it via mobile devices. The homepage continues to be the most frequently visited page within the website, followed by "The Point" e-newsletter, the support for 71/91 Interchange funding page, and "The Point" subscription page. 2) Social Media a. Facebook: At the end of the quarter, the Facebook page had 8,186 likes, an increase of 2 percent over last quarter's 8,046 likes. The page also had 9,949 forms of engagement, such as likes, comments and shares, a 61 percent drop from last quarter's 25,640 forms of engagement. Facebook also had 2,192,574 impressions, which is the number of times RCTC's content was displayed to people in their news feed. This was a large decrease — 53 percent — from last quarter's 4,664,262 impressions. b. Twitter: RCTC's Twitter page showed a 2 percent increase in followers, from 1,040 to 1,061. Engagement declined 39 percent, from 668 forms of engagement to 406. Impressions also showed a large drop of 55 percent — from 722,900 to 323,387. c. Instagram: The Instagram page grew 10 percent, from 255 to 280 followers. Engagement declined by 22 percent, from 546 forms of engagement to 426. Impressions dropped 77 percent to a total of 6,074, compared to last quarter's 26,299 impressions. d. Overall public sentiment was positive, with the exception of comments received on July 22 and August 5, in response to Twitter posts/retweets about the State Route 91 "Option 4" concept. Positive comments were received about the Clinton Keith Road Extension in Murrieta and Rail Safety Month. 3) RCTC's The Point: RCTC continues to produce content for its online blog, The Point, and distributes this information via email to subscribers. RCTC's subscriber rate grew by an impressive 68 percent, from 1,061 to 1,785, of which 35 percent opened The Point, and 7 percent clicked on links to learn more. The open rate last quarter was 36 percent, and the click -through rate last quarter remained the same at 7 percent. Agenda Item 7F 113 Interstate 15 Express Lanes Construction Public Engagement 1) Emails: There were a total of 386 new email sign-ups for the quarter compared to last quarter's 209, and 27 email inquiries received, compared to last quarter's 15 email inquiries. 2) Website: There were 7,744 website visits during the quarter, compared to 5,460 sessions last quarter, which represents a 42 percent increase. This was the greatest number of sessions to date for the project, likely due to increasing construction activity along the 1-15 corridor. 3) Social Media: The project uses Facebook, Twitter and Instagram and is working to build its audiences. The Facebook page grew to 1,665 likes from 1,477 likes last quarter, an increase of 13 percent. Twitter grew 18 percent from 176 followers to 208. Instagram followers jumped 62 percent, from 181 to 293. For both RCTC's overall public engagement and the 1-15 Express Lanes Project, RCTC is working to build its audiences and expects public engagement figures to continue to increase, particularly during quarters with heavy digital advertising buys. Public Engagement Metrics Reports will be provided quarterly with comparison data from the previous quarter. Attachments: 1) RCTC Overall Public Engagement Metrics 2) 1-15 Express Lanes Public Engagement Metrics Agenda Item 7F 114 Public Engagement Metrics: Q3 Overall Social Media Sentiment .3 .2 .1 0 -.2 -.3 7/1 7/8 7/15 7/22 7/29 8/5 8/12 8/19 8/26 9/2 9/9 9/16 9/23 9/30 7/22 & 8/5 (-) Negative Twitter posts/retweets about SR-91 Option 4 7/28 & 7/29 (+) Positive comments about Clinton Keith Road Extension 9/26 (+) Positive comments about Rail Safety Month Social Media Eblasts Subscribers 1,785 Average Open 35% Average Click 7% ATTACHMENT 1 July - September 2018 1 30,411 Number of Sessions Top Channels -6% 19,641 Number of Unique Users -74% Direct (37%) — 7,506 Display Ads (12%) — 2,339 • Organic (22%) — 4,456 Social (13%) —2,702 • Paid Search (9%) — 1,761 Referral (7%) — 1,323 Q2-Q3 Differences Towards the end of Q3, paid digital ads declined significantly. Paid ads will resume in Q4. Top Pages Visited Homepage is #1 most visited page 2 The Point 3 Support for 71/91 Interchange Funding 4 Subscribe to The Point Desktop vs Mobile Users 41% • Desktop Mobile 59% • Decline largely attributed to significant decrease in paid digital advertising in Q3.115 15 Express Lanes Project Outreach Metrics Email I ict Sign_UpS Number of Sign -Ups 600 500 400 300 200 100 0 - 45 69 589 537 161 386 305 209 �o�b ' ti�NA J �0NA J �o,() �o,<\ ' �oN% �oN% � �o�� J lac ,J, �eQ Q0� „ac ,, ,e, O� IT( Sao PQt , O,, ,ate PQ� °\ Website Visits Website Visits 8000 7000 6000 5000 4000 3000 2000 1000 0 - 845 2,790 2,145 3,033 2,243 3,924 5,460 7,744 ATTACHMENT 2 Emails Received Oct 2016 - Sept 2018 Number of Emails 30 25 20 15 10 5 0 13 12 8 8 14 15 27 Social Media Likes/Follows 1 2000 — 1500 — 500 0 21 127 195 932 979 1,477 1,297 1,665 116 • Facebook Page Likes Twitter Followers (Account Opened 02/05/18) • Instagram Followers (Account Opened 02/05/18) AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Michele Cisneros, Deputy Director of Finance Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for the Quarter 1, 2018 (1Q 2018). BACKGROUND INFORMATION: At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC (MuniServices), an Avenu Company, 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. As part of the recurring contracts process in June 2018, the Commission approved a five-year extension through June 30, 2023. 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), as successor to the California State Board of Equalization, for review and determination of errors in sales tax reporting related to 779 businesses. Through 4Q 2017, the CDTFA approved 537 of these accounts for a cumulative sales tax recovery of $8,726,180. Updated amounts for 1Q 2018 will be provided once received from MuniServices. 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. Most of the 1Q 2018 Measure A sales tax revenues were received in the second quarter of calendar year 2018, during April 2018 through June 2018, due to a lag in the sales tax calendar. Based on correspondence from the CDTFA and with MuniServices, the CDTFA implemented a new automation system in May 2018 and encountered some issues that included delays in tax return processing. Accordingly, numerous sales tax returns for the first two quarters of calendar year 2018 remain unprocessed at the CDTFA. CDTFA estimated that unprocessed returns should Agenda Item 8 117 be reduced by 40 percent by late October 2018. It should be noted that the impact is statewide and affects all local jurisdictions in California that receive sales tax revenues. The unprocessed sales tax returns have had a direct impact on the Commission's sales tax revenues for the fiscal year ended June 30, 2018. In order to close the books for the fiscal year ended June 30, 2018, staff recorded the sales taxes received through August 2018 and did not record an estimate of the revenue related to the unprocessed returns affecting FY 2017/18. Therefore, the FY 2017/18 Measure A sales tax revenues of $176.3 million are only 0.6 percent higher than FY 2016/17 revenues of $175.3 million. (Local Transportation Fund sales tax revenues reflect a similar situation with FY 2017/18 revenues of $89.6 million only 1.02 percent higher than FY 2016/17 revenues of $88.2 million.) This rate of growth is contrary to the positive data about the Inland Empire economy received to date. Staff continues to work closely with MuniServices to receive regular updates on the CDTFA unprocessed sales tax returns and the ability to distinguish revenues related to FY 2017/18 versus FY 2018/19. The quarterly sales tax summary report for 10 2018 was not available at the time of preparing this staff report. Taxable transactions for the top 25 contributors in Riverside County generated 21.9 percent of taxable sales for the benchmark year ended 10 2018, comparable to the 21.4 percent for the benchmark year ended 1Q 2017. The top 100 tax contributors generated 36.1 percent, slightly higher than the 35.2 percent for the benchmark year ended 1Q 2017. In the Economic Category Analysis below, all six categories experienced new highs in the 1Q 2018 benchmark year compared to the prior eight benchmark years. ECONOMIC CATEGORY ANALYSIS % of Total / %Change RCTC State Wide Orange County San Bernardino County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast Central Coast General Retail 27.3 / 3.1 27.5 / 0.0 29.3 / 0.7 26.2 / 1.8 25.4 / -1.4 26.5 / 0.3 30.7 / 3.4 28.4 / -0.4 27.0 / -2.4 29.5 / -7.1 Food Products 17.7/4.8 21.2/3.1 20.5/3.3 15.3/3.3 22.4/2.4 17.7/5.6 16.4/3.0 22.8/3.4 18.4/0.9 31.3/-3.4 Transportation 24.8 / 4.2 23.8 / 2.8 23.4 / 2.1 27.2 / 0.5 21.7 / 5.8 28.4 / 4.5 25.8 / 4.6 23.1 / 0.8 30.9 / 6.0 23.7 / 6.5 Construction 11.4/9.1 9.9/7.5 9.3/7.2 9.0/4.3 10.0/7.3 12.8/10.9 12.3/9.0 8.7/7.0 14.6/10.3 8.6/-8.5 Business to Business 16.3/4.2 16.3/0.4 16.5/-0.9 20.0/2.2 19.3/0.1 13.4/2.7 13.4/13.3 15.8/-1.9 8.1/0.3 5.9/-7.7 Miscellaneous 2.5/9.9 1.3/1.2 1.0/-1.2 2.2/30.7 1.3/-5.2 1.2/-3.1 1.5/-0.8 1.2/0.4 1.0/-8.6 0.9/-12.2 Total 100.0 / 4.7 100.0/2.1 100.0/1.8 100.0/2.5 100.0/2.0 100.0/4.0 100.0/5.5 100.0/1.1 100.0/2.6 100.0/-3.2 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, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments An analysis of sales tax performance by quarter through 102018 is attached and illustrates fairly consistent cycles for sales tax performance for most of the economic categories since 4Q 2012. Agenda Item 8 118 For 9 of the top 10 segments (restaurants, auto sales — new, department stores, building materials — wholesale, miscellaneous retail, apparel stores, food markets, building materials — retail, light industry) during the eight benchmark year quarters, sales tax receipts reached a new high point. The segments represent 65.2 percent of the total sales tax receipts. Service stations representing 7.6 percent was higher than the benchmark year quarters 1Q 2016 and 1Q 2017, but lower for the previous five benchmark year quarters. The top 10 segments represent 72.8 percent of the total sales tax receipts. For the other 19 segments representing 27.2 percent of the total sales tax receipts, 12 segments representing 16.8 percent of the total sales tax receipts reached new high points in the benchmark year 1Q 2018. In the Economic Segment Analysis below, restaurants, auto sales — new and department stores represent the largest segments for Riverside County, or 32.4 percent of total sales tax receipts. This is the twenty second consecutive quarter since 4Q 2008, that auto sales — new and department stores have been in the top three economic segments. Restaurants replaced service stations in the top three economic segments beginning in 4Q 2014. The service stations segment high occurred in 4Q 2012 and declined through 1Q 2017 due to lower fuel prices; the 1Q 2018 benchmark year for service stations reflects an increase over benchmark year quarters 1Q 2016 and 1Q 2017 due to rising fuel prices. ECONOMIC SEGMENT ANALYSIS ROTC State Wide Orange County San Bernardino County S.F. Bay Area Sacramento Valley Central Valley South Coast North Coast Central Coast Largest Segment Restaurants Restaurants Restaurants Restaurants Restaurants Auto Sales- New Department Stores Restaurants Auto Sales - New Restaurants %ofTotal /%Change 12.5/4.2 15.2/3.4 15.3/3.8 10.4/4.1 16.1/2.8 12.3/3.3 12.9/2.0 16.9/3.7 12.2/3.7 22.3/-4.7 2nd Largest Segment Auto Sales - New Auto Sales - New Auto Sales - New Department Stores Auto Sales - New Restaurants Restaurants Auto Sales - New Service Stations Auto Sales - New %ofTotal /%Change 10.6/-1.2 11.2/1.3 11.9/0.9 10.4/3.6 11.4/5.3 11.6/5.3 10.7/3.4 11.1/-1.0 11.5/15.2 11.9/14.8 3rd Largest Segment Department Stores Department Stores Department Stores Auto Sales- New Department Stores Department Stores Auto Sales- New Department Stores Restaurants Misc. Retail %ofTotal /%Change 9.3/5.4 9.2/0.9 9.0/-0.4 9.7/-0.7 7.4/0.2 10.5/3.7 10.7/3.8 8.9/0.3 10.7/0.8 10.0/-5.0 During the review of the 1Q 2018 detailed report with MuniServices, information regarding sales tax comparison by city and change in economic segments (two highest gains and two highest losses) from 1Q 2017 to 1Q 2018 was provided and is attached. Staff continues to monitor monthly 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 included with the complete report and receipt trends in assessing such projections. Attachments: 1) Sales Tax Performance by Quarter 1Q 2018 2) Quarterly Sales Tax Change Comparison by City for 1Q 2017 to 1Q 2018 Agenda Item 8 119 RCTC: Sales Tax Performance Analysis by Quarter ATTACHMENT 1 TOTAL TOTAL $60, 000, 000 - $50, 000, 000 - $40, 000, 000 - $30, 000, 000 - $20, 000, 000 - $10,000,000 - $0 CATEGORY ■ TOTAL Economic $16,000,000 2018Q1 QoQ %A QoQ $A YoY %A YoY $A $45,391,690 5.6% $2,387,320 4.7% $8,156,138 $14, 000, 000 $12, 000, 000 $10, 000, 000 $8, 000, 000 TRANSPORTATION 0 0 P 11 2018Q1 QoQ %� QoQ $� YoY %� YoY $� $6,000,000 $11,288,837 3.9% $424,576 4.2% $1,836,369 of Total: 24.9% $4,000,000 CONSTRUCTION 2018Q1 QoQ %� QoQ $� YoY %� YoY $� $4,921,250 6.3% $291,527 9.1% $1,728,691 $2,000,000 % of Total: 10.8% BUSINESS TO BUSINESS 2018Q1 QoQ %� QoQ $� YoY %� YoY $A GENERAL RETAIL 2018Q1 QoQ %A $12,206,215 5.4% % of 2018Q1 Total: QoQ $A $622,661 26.9% YoY %A YoY $A 3.1% $1,496,318 !FOOD PRODUCTS 2018Q1 $8,501,809 % of Total: QoQ %A 3.6% 18.7% QoQ $A $293,124 YoY %A YoY $A 4.8% $1,476,703 0- d 0- o- 0- 0' 0," 0- d 0- N/ N/ N/ ti� ti/ ti� N/ ti� ti ti ti� ,yo ,yo ,Lo ,ti0 ,LO ,Lo ,Lo ,O eN, O ,y0 Q2 Q3 Q4 Q1 $7,327,949 9.6% $643,175 4.2% $1,205,547 % of Total: 16.1% QoQ = 18Q1 / 17Q1 YoY = YE 18Q1 / YE 17Q1 120 ATTACHMENT 2 Quarterly Comparison of 2017Q1 and 2018Q1 ( January thru March Sales ) a co Y CC CC c a CO N CO Jan - Mar S 2018 g (2018Q1) Jan - Mar 2017 (201701) % Chg Gain Gain Decline Decline RIVERSIDE COUNTY Orli ■ BANNING -16.9% -1.6% 17.7% -2.9% -36.9% -28.1% 1,060,994 1,025,336 3.5% Auto Sales - New Service Stations Drug Stores BIdg.Matls-Whsle BEAUMONT -8.7% -0.2% 10.4% 20.0% -8.0% 10.9% 1,997,445 1,966,344 1.6% BIdg.Matls-Retail Service Stations Light Industry Miscellaneous Retail BLYTHE -47.6% -19.8% -3.0% -2.7% -12.4% -8.2% 657,182 778,957 -15.6% BIdg.Matls-Whsle Service Stations Department Stores Restaurants CALIMESA -25.6% 8.1% 13.5% 5.5% 24.4% -44.0% 350,960 332,757 5.5% Service Stations Restaurants Drug Stores Chemical Products CANYON LAKE 16.3% 30.1% 3.3% 15.2% -3.3% 15.9% 111,519 94,818 17.6% Restaurants Miscellaneous Retail Apparel Stores Furniture/Appliance CATHEDRAL CITY -5.2% -11.2% -0.6% 1.6% -52.6% 35.7% 3,793,632 4,080,852 -7.0% Service Stations Auto Sales - New Leasing Food Markets COACHELLA -4.6% 10.7% -3.4% 17.7% 59.1% 13.3% 1,633,920 1,554,155 5.1% Energy Sales Food Markets Service Stations Auto Sales - Used CORONA -0.2% -7.1% -0.3% 14.1% 21.3% -15.8% 16,837,333 15,838,317 6.3% Heavy Industry BIdg.Matls-Whsle Service Stations Food Markets DESERT HOT SPRINGS -14.8% -6.9% 12.6% -26.3% -17.2% 23.6% 676,379 684,554 -1.2% Service Stations Miscellaneous Retail Restaurants Department Stores EASTVALE 4.3% 2.8% 31.7% 14.9% -9.6% 38.9% 3,304,940 3,221,483 2.6% BIdg.Matls-Whsle Service Stations Heavy Industry Electronic Equipment HEMET -10.7% -5.3% 3.3% -0.9% -28.0% 3.8% 4,793,766 4,988,924 -3.9% Auto Sales - New Service Stations Leasing Auto Parts/Repair INDIAN WELLS -56.8% -1.3% 428.8% 8.6% -56.9% 751,482 947,946 -20.7% Business Services Food Markets Miscellaneous Retail Restaurants INDIO -12.9% -10.9% -1.0% 3.8% -42.0% -1.4% 4,614,130 5,035,260 -8.4% BIdg.Matls-Whsle Auto Sales - New Leasing Food Markets JURUPA VALLEY -3.4% -15.2% 11.4% 16.8% 7.3% -6.0% 4,393,626 4,274,864 2.8% Service Stations Leasing Food Markets Apparel Stores LA QUINTA 2.5% -2.5% 4.3% 2.0% -13.2% -0.4% 4,346,071 4,320,055 0.6% Restaurants Department Stores Food Markets Drug Stores LAKE ELSINORE -2.2% -5.7% -8.6% -12.0% 19.7% -60.0% 3,716,863 3,917,368 -5.1% Auto Sales - Used Energy Sales Auto Sales - New BIdg.Matls-Whsle MENIFEE 5.4% -3.7% -0.2% 16.8% 24.8% 69.5% 3,175,323 3,022,162 5.1% BIdg.Matls-Retail Department Stores Food Markets Drug Stores MORENO VALLEY -1.1% -4.4% 7.0% 9.0% -19.1% -9.7% 7,686,951 7,676,459 0.1% Service Stations Department Stores Heavy Industry Furniture/Appliance MURRIETA -0.6% -10.0% 11.5% 3.0% -10.2% 46.0% 6,918,975 6,843,294 1.1% Auto Sales - Used Department Stores Food Markets Leasing NORCO -0.3% -2.0% -13.6% 94.2% -36.5% 184.2% 2,627,129 2,844,655 -7.6% BIdg.Matls-Whsle Department Stores Auto Sales - Used Service Stations PALM DESERT -1.9% -8.0% 6.3% -4.3% -34.4% -4.5% 8,947,332 9,374,192 -4.6% Furniture/Appliance Service Stations Food Markets Leasing PALM SPRINGS -2.0% 4.4% -1.3% 6.9% -17.3% -8.1% 6,427,772 6,514,250 -1.3% Restaurants Apparel Stores Leasing Drug Stores PERRIS 40.7% 1.8% 11.6% 18.7% 6.8% 21.0% 7,373,883 6,050,669 21.9% Furniture/Appliance BIdg.Matls-Retail Light Industry Food Markets RANCHO MIRAGE -7.3% 0.0% 35.4% 10.6% -51.0% -9.2% 2,649,001 2,648,229 0.0% Auto Sales - New BIdg.Matls-Retail Leasing Miscellaneous Retail RIVERSIDE -12.5% -3.5% 0.1% 6.7% -21.5% -13.2% 24,327,015 25,794,751 -5.7% BIdg.Matls-Whsle Office Equipment Leasing Auto Sales - New SAN JACINTO -9.1% -24.9% 9.6% 13.2% 45.1% -22.2% 1,074,408 1,174,379 -8.5% Service Stations Heavy Industry Food Markets Drug Stores TEMECULA -5.8% -9.9% -3.7% 8.9% -72.4% 4.5% 13,955,032 20,828,866 -33.0% Service Stations BIdg.Matls-Whsle Office Equipment Leasing WILDOMAR -9.4% 7.2% 1.3% 87.5% -11.0% -38.1% 721,185 690,507 4.4% Restaurants BIdg.Matls-Whsle Food Markets Light Industry RIVERSIDE COUNTY 0.6% -2.8% 14.5% 21.9% 4.6% -38.3% 12,226,425 11,629,542 5.1% BIdg.Matls-Whsle Service Stations Drug Stores Office Equipment Non -Confidential 121 Avenu Insights & Analytics AGENDA ITEM 9 ORAL REPORT RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: Marlin Feenstra, Project Delivery Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Route 60 Truck Lanes Project Update STAFF RECOMMENDATION: This item is for the Commission to receive an oral report on the State Route 60 Truck Lanes project. BACKGROUND INFORMATION: Staff will present information regarding the scope and schedule for this project, which is currently being advertised for construction. Agenda Item 9 122 AGENDA ITEM 10 ORAL REPORT RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: November 14, 2018 TO: Riverside County Transportation Commission FROM: John Standiford, Deputy Executive Director THROUGH: Anne Mayer, Executive Director SUBJECT: State Funding Update STAFF RECOMMENDATION: This item is for the Commission to receive an oral report on Senate Bill 1. BACKGROUND INFORMATION: Staff will present a Senate Bill 1 funding update. Agenda Item 10 123