HomeMy Public PortalAbout11 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
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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
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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
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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 p o i n t s f o r p r o j e c t s r e q u e s t i n g c o n s t r u c t i o n f u n d i n g i n t h e f i r s t t w o p r o g r a m m i n g
y e a r s o f t h e A T P C y c l e 4 c a l l f o r p r o j e c t s .
T h e a s s i g n m e n t o f t h e 2 0 p o i n t s w i l l b e r e v i e w e d w i t h t h e T A C p r i o r t o f o r w a r d i n g t o t h e
C o m m i s s i o n f o r a p p r o v a l i n J a n u a r y o r F e b r u a r y 2 0 1 9 . U p o n C o m m i s s i o n a p p r o v a l o f t h e 2 0
p o i n t s c o r i n g , s t a f f w i l l s u b m i t t h e p r o j e c t r e c o m m e n d a t i o n s t o S C A G f o r a p p r o v a l a n d s u b m i t t a l
t o t h e C T C f o r f i n a l a p p r o v a l i n J u n e 2 0 1 9 .
T i e b r e a k e r
T h e r e h a v e b e e n o c c a s i o n s w h e r e p r o j e c t s h a v e e q u a l s c o r e s ( t i e s ) a n d n o t e n o u g h f u n d s a r e
a v a i l a b l e i n t h e R i v e r s i d e C o u n t y s h a r e t o f u n d t h e s e p r o j e c t s . I n t h e e v e n t t h i s o c c u r s , s t a f f w i l l
a d h e r e t o t h e f o l l o w i n g s t e p s :
�' W o r k w i t h t h e l o c a l a g e n c i e s t o d e t e r m i n e i f t h e f u n d s c a n b e s p l i t e q u a l l y
b e t w e e n a p p l i c a n t s , w i t h o u t r e d u c i n g t h e s c o p e a n d b e n e f i t s o f t h e p r o p o s e d
p r o j e c t , a n d t h e l o c a l a g e n c i e s c o m m i t t o f u l l y f u n d i n g t h e d i f f e r e n c e w i t h o t h e r
l o c a l s o u r c e s .
�' I f t h e a b o v e s t e p i s n o t v i a b l e f o r t h e a p p l i c a n t s , s t a f f w i l l u t i l i z e a t i e b r e a k e r
m e t h o d s i m i l a r t o t h e C T C ' s m e t h o d u n d e r t h e s t a t e w i d e c o m p o n e n t .
A T P R C T C T i e b r e a k e r M e t h o d G u i d a n c e ( i n p r i o r i t y o r d e r )
' I n f r a s t r u c t u r e P r o j e c t s
' C o n s t r u c t i o n R e a d i n e s s
I n f r a s t r u c t u r e :
1 . P r o j e c t s t h a t a r e r e a d y f o r c o n s t r u c t i o n
2 . H i g h e s t s c o r e o n t h e A T P S c o r i n g q u e s t i o n :
" P o t e n t i a l f o r I n c r e a s e d W a l k i n g a n d B i c y c l i n g "
F o l l o w i n g i s a n e x a m p l e o f a p p l y i n g t h e T i e b r e a k e r M e t h o d :
I f a t i e o c c u r s b e t w e e n t w o i n f r a s t r u c t u r e p r o j e c t s , t h e p r o j e c t t h a t i s
c o n s t r u c t i o n r e a d y , o r c l o s e s t t o b e i n g d e l i v e r e d , w i l l b e s e l e c t e d . I f t h e
t i e d p r o j e c t s c a n b e d e l i v e r e d w i t h i n t h e s a m e t i m e f r a m e , t h e n t h e p r o j e c t
t h a t r e c e i v e d t h e h i g h e s t p o i n t v a l u e q u e s t i o n f o r " P o t e n t i a l f o r I n c r e a s e d
W a l k i n g a n d B i c y c l i n g " w i l l b e r e c o m m e n d e d .
I t s h o u l d b e n o t e d t h a t n o n - i n f r a s t r u c t u r e a n d p l a n n i n g a p p l i c a t i o n s t h a t a r e n o t f u n d e d
u n d e r t h e S t a t e w i d e p r o g r a m a r e c o n s i d e r e d f o r f u n d i n g u n d e r S C A G ' s A T P M P O s h a r e .
A g e n d a I t e m 7 B
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
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17336.00603\31171937.1
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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
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17336.00603\31171937.1
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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
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17336.00603\31171937.1
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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
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17336.00603\31171937.1
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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
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17336.00603\31171937.1
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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
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17336.00603\31171937.1
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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.
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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
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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
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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.
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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
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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
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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.
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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").
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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
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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
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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.
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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
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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
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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
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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
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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,
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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.
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(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
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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.
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17336.00603\31171937.1
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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
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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
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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.
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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
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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.
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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
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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
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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.
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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
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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
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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.
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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").
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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
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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
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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.
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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
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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
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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
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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
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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,
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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.
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(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
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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.
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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
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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
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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.
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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]
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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
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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