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05 May 11, 2011 CommissionRECORDS Riverside County Transportation Commission MEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, May 11, 2011 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside :b. COMMISSIONERS 4.4% Chair - Greg Pettis First Vice Chair - John J. Beno t Second Vice Chair - Karen Spie el Bob Buster, County of Riverside John F. Tavaglione, County of Riverside Jeff Stone, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside Bob Botts / Don Robinson, City of Banning Roger Berg / Jeff Fox, City of Beaumont Joseph DeConinck / To Be Appointed, City of Blythe Ella Zanowic / Jeff Hewitt, City of Calimesa Mary Craton / Barry Talbot, City of Canyon Lake Greg Pettis / Kathleen DeRosa, City of Cathedral City Steven Hernandez / Eduardo Garcia, City of Coachella Karen Spiegel / Steve Nolan, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Ike Bootsma, City of Eastvale Larry Smith / Robert Youssef, City of Hemet Douglas Hanson / Patrick Mullany, City of Indian Wells Glenn Miller / Michael Wilson, City of Indio Terry Henderson / Don Adolph, City of La Quinta Bob Magee / Melissa Melendez, City of Lake Elsinore Darcy Kuenzi / Wallace Edgerton, City of Menifee Marcelo Co / Richard Stewart, City of Moreno Valley Rick Gibbs / Kelly Bennett, City of Murrieta Berwin Hanna / Kathy Azevedo, City of Norco Jan Harnik / William Kroonen, City of Palm Desert Steve Pougnet / Ginny Foat, City of Palm Springs Daryl Busch / Al Landers, City of Perris Scott Hines / Gordon Moller, City of Rancho Mirage Steve Adams / Andy Melendrez, City of Riverside Scott Miller / Andrew Kotyuk, City of San Jacinto Ron Roberts / Jeff Comerchero, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar Raymond Wolfe, Governor's Appointee Comments are welcomed by the Commission. /f you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. 90893 11.36.00 Tara Byerly From: Tara Byerly Sent: Wednesday, May 04, 2011 9:20 AM To: Tara Byerly Subject: RCTC May Commission Agenda - !Pad Users Attachments: Conflict of Interest Memo.pdf; Conflict of Interest Form.pdf Importance: High Good Morning Commissioners, The May Commission Agenda for the IPad Users is available. Please copy the link below: http://www.rctc.org/downloads/current/agendaad.pdf. In addition, attached is the conflict of interest memo and the form for your review. Please let me know if you have any questions. Respectfully, Tara S. Byerly Senior Administrative Assistant 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Tara Byerly From: Tara Byerly Sent: Wednesday, May 04, 2011 9:26 AM To: Tara Byerly Subject: RCTC May Commission Agenda Importance: High Good Morning Commission Alternates: Attached below is the link to the May 11, 2011 Commission Meeting Agenda. Please copy the link and paste it into a web page. http://www.rctc.org/downloads/current/agenda 2011 05.pdf Thank you. Respectfully Tara S. Byerly Senior Administrative Assistant 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Tara Byerly From: Tara Byerly Sent: Wednesday, May 04, 2011 9:29 AM To: 'moglesby@sunline.org' Subject: RCTC May Commission Agenda Importance: High Your Commission agenda has been mailed to you. In addition, you can copy the link and paste it into a web page. http://www.rctc.org/downloads/current/agenda 2011 05.pdf Thank you. Respectfully, Tara S. Byerly Senior Administrative Assistant 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Riverside tour Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: May 3, 2011 SUBJECT: Possible Conflicts of Interest Issues -Riverside County Transportation Commission Agenda of May 11, 2011 The May 11, 2011 agenda of the Riverside County Transportation Commission includes items which may raise possible conflicts of interest. A RCTC member 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 any entity or individual listed. Agenda Item No. 8C - Recurring Contracts for Fiscal Year 2011/12 Consultant(s): AMMA Transit Planning 393 Two Trees Road Riverside, CA 92507 Heather Menninger, Principal Bechtel Infrastructure 5257 Westview Drive Fredrick, MD 27703 Donald Marshall, President Best, Best & Krieger LLP 3750 University Avenue, Suite 400 Riverside, CA 92501 Steve DeBaun, Partner Epic Land Solutions, Inc. 2601 Airport Drive, Suite 115 Torrance, CA 90505 Holly Rockwell, President Fieldman Rolapp & Associates 19900 MacArthur Boulevard, Suite 1100 Irvine, CA 92612 Dan Wiles, Principal and General Counsel Geographics 4178 Chestnut Street Riverside, CA 92501 Dawn Hassett, Managing Partner Orrick, Herrington & Sutcliffe LLP 777 South Figueroa Street, Suite 3200 Los Angeles, CA 90017-5855 Greg Harrington, Partner Civic Resources Group 915 Wilshire Boulevard, Suite 2175 Los Angeles, CA 90017 Gregory Curtin, Managing Director Trillium Solutions, Inc. 6106 NE Mallory Ave Portland, OR 97211 Aaron Antrim, Principal Consultant TransTrack Systems, Inc. 265 Belmont Avenue Long Beach, CA 90803-1523 Mary Sue O'Melia Agenda Item No. 8I - Amendment to Transportation Uniform Mitigation Fee Regional Arterial Agreement for the Railroad Canyon at Interstate 15Interchange Project in the City of Lake Elsinore Consultant(s): SC Engineering 14890 r Street, Suite B Victorville, CA 92395 Reyes S. "Sal Chavez, President Agenda Item No. 8J - Agreement with Amtech Elevator Services to Provide Elevator Maintenance, Inspection, and Repair Services for Commission -Owned Commuter Rail Stations Consultant(s): Pacific Coast Elevator dba Amtech Elevator Services 1550 South Sunkist Street, Suite A Anaheim, CA 92806 Daniel Buttrey, Branch Manager Agenda Item No. 8L - Awards for Freeway Service Patrol Tow Truck Service Consultant(s): DK&J Enterprises Inc. d.b.a. Roy & Dot's Towing 661 W. Rialto Avenue Rialto, CA 92376 David McClure, President Tri-City Towing, Inc. 1661 W. Walnut Street San Bernardino, CA 92410 Clay Wooster, President Agenda Item No. 8M - Update on the Inland Empire 511 System and Amendment to Agreement with Iteris, Inc. for Operations and Maintenance Services for Inland Empire 511 Iteris 400 Oceangate, Suite 480 Long Beach, CA 90802 Gary Hamrick, Vice President Agenda Item No. 8N - List of Pre -Qualified Firms and Agreements for On -Call Goods Movement Consultant Services Consukant(s): Cambridge Systematics 445 S. Figueroa Street, Suite 2600 Los Angeles, CA 90071 Steven Pickrell, Senior Vice President InfraConsult, LLC 800 Wilshire Blvd., Suite 700 Los Angeles, CA 90017 Mike Schneider, Managing Partner Iteris 400 Oceangate, Suite 480 Long Beach, CA 90802 Gary Hamrick, Vice President M/G, Inc. 169 N. Marengo Ave. Pasadena, CA 91101 Patricia McLaughlin, Principal -in -Charge RCTC Conflict of Interest Form Purpose: This form is provided to assist members of the RCTC Commissioners in meeting requirements of Government Code Section 84308 and 87100 in documenting conflict of interests as related to RCTC Commission/Committee agenda items. Instructions: Under certain circumstances, RCTC Commission may be required to disclose and disqualify themselves from participating in, influencing, or voting on an agenda item due to personal income, real property interests, investments, business positions, or receipt of campaign contributions. If applicable, Commissioners must personally state the following information, for entry into the public record, prior to consideration of the involved agenda item(s) and turn in the completed form to the Clerk of the Board prior to leaving the meeting. An RCTC member 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 any entity or individual. I. Board Member Information Board Member Name City/County Name Meeting Date M /VON ildlitai n i vv.'�(I f d.F ca.0-i,( ."c--- I / -- I' ( II. Campaign Contributions 1. I have a disqualifying campaign contribution of over $250 from g LF �l FL__- , Ild ntify the name ocompany and/or Individual) and therefore 1 am abstaining from participation on Agenda item 8,,� Subject: Ji_�-rail- h(.-t c cCWThftc, ; 2. I have a disqualifying campaign contribution of over $250 from , (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: . 3. I have a disqualifying campaign contribution of over $250 from (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: . 4. I have a disqualifying campaign contribution of over $250 from , (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: . III. Financial Interest 1. I have a financial interest of , from/in (State income, real property interest, investment or business position) Iltlentify name of company or property location) and therefore I am abstaining from participation on Agenda Item , Subject: 2. I have a financial interest of , from/in IState income, real property interest, investment or business position) Iltlentify name of company or property location) and therefore 1 am abstaining from participation on Agenda Item , Subject: IV. Signature Board Member Signature: ��� CAA-z-e A ate: � --/ /'---- 1( Please remember you must state the information into the public record prior to consideration of the involved agenda item(s) and turn in the completed form to the Clerk of the Board prior to leaving the meeting. • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, May 11, 2011 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 and Government Code Section 54954.2, if special assistance is needed to participate in a Commission meeting, please contact the Clerk of the Board at (951) 787-7141. Notification of at least 48 hours prior to meeting time will assist staff in assuring that reasonable arrangements can be made to provide accessibility at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 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 121 continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. Riverside County Transportation Commission Agenda May 11, 2011 Page 2 5. APPROVAL OF MINUTES - APRIL 13, 2011 6. PUBLIC HEARING - PROPOSED BUDGET FOR FISCAL YEAR 2011/12 Overview This item is for the Commission to: Page 1 1) Discuss, review, and provide guidance on the proposed FY 2011 /12 Budget; and 2) Open the public hearing in order to receive input and comments on the proposed FY 2011 /12 Budget on May 11 and on June 8, 2011, and thereafter close the public hearing. 7. 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. 8. 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. 8A. ANNUAL INVESTMENT POLICY REVIEW Overview This item is for the Commission to: Page 21 1) Adopt Resolution No. 1 1-004, "Resolution of the Riverside County Transportation Commission Regarding the Revised Investment Policy'; and 2) Adopt the Annual Investment Policy. • • • • Riverside County Transportation Commission Agenda May 11, 2011 Page 3 8B. AGREEMENTS TO THOMPSON, COBB, BAZILIO & ASSOCIATES, P.C., AND MACIAS GINI O'CONNELL LLP FOR AUDIT SERVICES FOR THE MEASURE A RECIPIENTS AND TRANSPORTATION DEVELOPMENT ACT CLAIMANTS Overview This item is for the Commission to: 1) 2) 3) Page 36 Award Agreement No. 1 1-19-063-00 to Thompson, Cobb, Bazilio & Associates, P.C. (TCBA) to perform audit and related services pertaining to the Western County Measure A recipients and Transportation Development Act (TDA) claimants for a three-year term, and two one-year options to extend the agreement, in the amount of $576,400, plus a contingency amount of $57,600 for additional services that may be required due to additional recipients or claimants to be audited, for a total amount not to exceed $634,000; Award Agreement No. 11-19-103-00 to Macias Gini & O'Connell (Macias) to perform audit and related services pertaining to the Coachella Valley and Palo Verde Valley (Eastern County) Measure A recipients and TDA claimants for a three-year term, and two one-year options to extend the agreement, in the amount of $443,740, plus a contingency amount of $44,260 for additional services that may be required due to additional recipients or claimants to be audited, for a total amount not to exceed $488,000; and Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. 8C. RECURRING CONTRACTS FOR FISCAL YEAR 2011 /12 Overview This item is for the Commission to: Page 63 1) Approve the recurring contracts for FY 2011 /12; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. Riverside County Transportation Commission Agenda May 11, 2011 Page 4 8D. QUARTERLY INVESTMENT REPORT Page 70 Overview This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended March 31, 2011. 8E. SINGLE SIGNATURE AUTHORITY REPORT Overview This item is for the Commission to receive and file the Single Signature Authority report for the third quarter ended March 31, 2011. 8F. TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM UPDATE Overview This item is for the Commission to receive and file a report on the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program. Page 90 Page 92 8G. AGREEMENT WITH CALTRANS FOR IMPROVEMENTS TO STATE ROUTE 91 IN THE EASTBOUND DIRECTION, THE STATE ROUTES 71 /91 INTERCHANGE, AND THE EASTBOUND GREEN RIVER ROAD ON -RAMP Page 95 Overview This item is for the Commission to: 1) Approve Agreement No. 08-31-033-01 (Caltrans No. 8-1380/1), Amendment No. 1 to Agreement No. 08-31-033-00, with Caltrans for the State Routes 71 /91 interchange project in an amount not to exceed $ 7,833,000; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. • • • Riverside County Transportation Commission Agenda May 11, 2011 Page 6 2) Approve Assignment and Assumption Agreement No. 1 1-31-107-00 with Lake Elsinore to facilitate the assignment of the Lake Elsinore agreement (No. 1877) with SC Engineering to continue and complete the PA&ED services associated with the I-15/Railroad Canyon interchange project in the amount of $192,000, plus a contingency amount of $32,000, for a total amount not to exceed $224,000; 3) Approve Agreement No 1 1-31-107-01, Amendment No. 1 to Agreement No. 1 1-31-107-00, to facilitate changes to the Lake Elsinore agreement that are necessary to ensure that the language included therein is consistent with the Commission's standard professional services agreements; 4) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 5) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with Caltrans to reflect non -funding changes related to the project on the behalf of the Commission. 8J. AGREEMENT WITH AMTECH ELEVATOR SERVICES TO PROVIDE ELEVATOR MAINTENANCE, INSPECTION, AND REPAIR SERVICES FOR COMMISSION -OWNED COMMUTER RAIL STATIONS Page 161 Overview This item is for the Commission to: 1) Award Agreement No. 1 1-24-054-00 to Amtech Elevator Services (Amtech) to perform elevator maintenance, inspection, and repair services at the Commission -owned commuter rail stations for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $123,656; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. • Riverside County Transportation Commission Agenda May 11, 2011 Page 7 • 8K. AGREEMENT FOR THE OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY Overview This item is for the Commission to: • • Page 180 1) Approve Agreement No. 1 1-45-105-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in an amount not to exceed $1,577,721 in state funding for FY 2010/11; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8L. AWARDS FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE Page 190 Overview This item is for the Commission to: 1) Award Agreement No. 1 1-45-053-00 to Tri-City Towing Service for tow truck services on Beat No. 2 of the Freeway Service Patrol (FSP) program for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $950,000; 2) Award Agreement No. 1 1-45-060-00 to Roy & Dot's Towing for tow truck services on Beat No. 25 of the FSP program for a three- year term, and two one-year options to extend the agreement, in an amount not to exceed $1,425,000; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements, including option years; on behalf of the Commission. Riverside County Transportation Commission Agenda May 11, 2011 Page 8 8M. UPDATE ON THE INLAND EMPIRE 511 SYSTEM AND AMENDMENT TO • AGREEMENT WITH ITERIS, INC. FOR OPERATIONS AND MAINTENANCE SERVICES FOR INLAND EMPIRE 511 Page 215 Overview This item is for the Commission to: 1) Approve Agreement No. 09-45-067-01, Amendment No. 1 to Agreement 09-45-067-00, with Iteris, Inc. for operations and maintenance services for the Inland Empire 511 (IE51 1) system in an amount not to exceed $1,503,056; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8N. LIST OF PRE -QUALIFIED FIRMS AND AGREEMENTS FOR ON -CALL GOODS MOVEMENT CONSULTANT SERVICES Overview This item is for the Commission to: Page 220 1) Award the following agreements to provide on -call goods movement support 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 $1, 250,000; a►. Agreement No. 1 1-67-101-00 with Cambridge Systematics; b) Agreement No. 1 1-67-098-00 with InfraConsult; c) Agreement No. 1 1-67-099-00 with Iteris; d) Agreement No. 11-67-100-00 with MIG, Inc.; 2) Authorize the Executive Director to execute task orders awarded to contractors under the terms of the agreements; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission. • • Riverside County Transportation Commission Agenda May 11, 2011 Page 9 80. STATE AND FEDERAL LEGISLATIVE UPDATE Overview This item is for the Commission to: 1) Receive an update on state and federal legislation; 2) Adopt the following bill positions: • AB 427 (Perez) — Monitor; • AB 296 (Skinner) — Oppose; • SB 693 (Dutton) — Support In Concept; • SB 468 (Kehoe) — Oppose; and • AB 1 134 (Bonilla) — Support. 9. PROPOSED METROLINK BUDGET FOR FISCAL YEAR 2011/12 Overview This item is for the Commission to: Page 243 Page 249 1) Adopt the preliminary FY 201 1 /12 Metrolink operating and capital budget; 2) Allocate the Commission's funding commitment to the Southern California Regional Rail Authority (SCRRA) in an amount not to exceed of $7,149,700 in Local Transportation Fund (LTF) funds for train operations and maintenance of way, and $1,255,536 for capital projects to be funded by Federal Transit Administration (FTA) Section 5307 funds; and 3) Direct staff to communicate to SCRRA the Commission's deep concern over the 4% performance increase for Metrolink employees and the newly created in-house positions. 10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 11. 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. • Riverside County Transportation Commission Agenda May 11, 2011 Page 10 12. ADJOURNMENT The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, June 8, 2011, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. • • • 3000 dIZ A110 p ),6).2 }1jav , q) ='ON 3N0Hd _Anon dzb 02)g- 70:9;'11�/0 :"ON 3NOH AlI7 133k11S •SS3a00v SS3NIS113 an / NOIIVZINVOLIO / A3N3OV d0 3WtlN v172 3 l' z v 7.^'1 --1(11►-74TIo� .3 .1N311 VON3DVt AO lO3rans :0N11N3S3ad311 133a1s nvl- =SS3l1OOV :3INVN N30V 3H1 NO 031SI1 SVI :'ON IN311 VON30V :S1N3WW00 onand p =S1N3WW00 onand 30103rans , jl1103H0 OHVOa 3H1 30 3111313 3E11 01 _mans ONd H3V1313 11 ✓�i�/ :31va :DN11N3S31:Id3l1 133H1S 1 S A't b'',G1 #277)25 at I :ssmaatl o'I b' bv17V S /0>1 :W311 VON3OV 3a0O dIZ Al1O 133a1S " on'/593 .9.*e7 zS iv/d-+o✓ ac% 4E I :Ss31:100tl ss3Nlsna *it? X hY/E-7AL /66 ON 3N0Hd 3a0O dIZ AJ IO anoup / NOIlVZIN • HO / AON3911 AO 3INVN _9a'0/11, 57 -V -9 P'7 .1-4? 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F;ltp %ZiaCa cr ,ofr,J KA. spy qe��y� I7 49 r Le-> Ari r elf.--Ccr," -- r` 7 1-1-4- GLFno r w , c- .*+ �S A "� C 46ejye�S A-641g.li g,ra�- J� / YA. , at 1 IC-trii LYI CtIWei) 5,44, P P A twt, sp ei owl71&/.ew yA-,-1et �77c..A (.', �.2 / /4 _JA.,K) ICI l LK ` pALT* D T �_ ��� !c7 L / O�tsx,L� �� S�J.Ci�/y . r._ __. _ 41_ ..,� — 41 0. i 0 l� �!,-2.h Zc� ; 6 a'_ �4 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, April 13, 2011 1. CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Greg Pettis at 9:33 a.m. in the Board Room at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California, 92501. 2. PLEDGE OF ALLEGIANCE At this time, Commissioner Ginny Foat led the Commission in a flag salute. 3. ROLL CALL Commissioners/Alternates Present Commissioners Absent Steve Adams Marion Ashley John Benoit Bob Botts Daryl Busch Bob Buster Marcelo Co Mary Craton Joseph DeConinck Ginny Foat Rick Gibbs Berwin Hanna Douglas Hanson Jan Harnik Terry Henderson 4. PUBLIC COMMENTS Steven Hernandez Scott Hines Andrew Kotyuk Darcy Kuenzi Bob Magee Scott Matas Glenn Miller Greg Pettis Ron Roberts Adam Rush Larry Smith Karen Spiegel Jeff Stone Raymond Wolfe Ella Zanowic Ben Benoit Roger Berg John F. Tavaglione Anne Mayer, Executive Director, presented five-year service awards to Fina Clemente, Transit Manager; Henry Nickel, Staff Analyst; and Min Saysay, Right of Way Manager. Riverside County Transportation Commission Minutes April 13, 2011 Page 2 5. APPROVAL OF MINUTES — MARCH 9, 2011 M/S/C lAshley/Craton) to approve the minutes of March 9, 2011, meeting as submitted. Abstain: Foat and Kotyuk 6. ADDITIONS/REVISIONS There were no additions/revisions to the agenda. 7. CONSENT CALENDAR M/S/C (Adams/Henderson) to approve the following Consent Calendar items: 7A. RESOLUTION COMMEMORATING THE 100TH ANNIVERSARY OF THE INCORPORATION OF THE CITY OF PERRIS Adopt Resolution No. 1 1-005, 'A Resolution of the Riverside County Transportation Commission Honoring the 100th Anniversary of the City of Perris". 76. AGREEMENT FOR ADVANCE OF MEASURE A FUNDS TO CITY OF CANYON LAKE 1) Approve Agreement No. 1 1-71-091-00, Agreement for Advancement of 2009 Measure A Local Streets and Roads Funds," to advance up to $600,000 of 2009 Measure A funds to the city of Canyon Lake (Canyon Lake) utilizing proceeds from the 2010 Sales Tax Revenue Bonds; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf the Commission. • • • • • Riverside County Transportation Commission Minutes April 13, 2011 Page 3 7C. AMENDMENT TO AGREEMENT WITH BURLINGTON NORTHERN SANTA FE RAILWAY COMPANY TO PROVIDE RAILWAY FLAGGING SERVICES FOR THE PERRIS VALLEY LINE PROJECT DURING PRELIMINARY AND FINAL ENGINEERING, ENVIRONMENTAL, CONSTRUCTION, AND PROPERTY MAINTENANCE WORK 1) Approve Agreement No. 09-33-013-02, Amendment No. 2 to Agreement No. 09-33-013-00, with Burlington Northern Santa Fe (BNSF) Railway Company to extend the term for an additional three years and two one-year options, and additional compensation in the amount of $250,000 for the continued provision of railway flagging services; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. 7D. STATE AND FEDERAL LEGISLATIVE UPDATE 1) Approve the following bill positions: • AB 1308 (Miller) - Support; • AB 105 (Committee on Budget) - Support; and 21 Receive and file an update on state and federal legislative activities. 8. 2011 SPECIALIZED TRANSIT CALL FOR PROJECTS - JOBS ACCESS REVERSE COMMUTE, NEW FREEDOM, AND MEASURE A SPECIALIZED TRANSIT GRANT AWARDS Robert Yates, Multimodal Services Director, presented the 2011 Specialized Transit Call for Projects grant awards. Commissioner Adam Rush expressed concern for the limited amount of resources and funds and requested a comparison of the program achievements. Robert Yates replied several proposals were received, two proposals were not recommended for funding as these proposals did not meet the goals and objectives of the program or it did not qualify for the available funding. The Unmet Transit Needs Hearing will be held on May 12 at the Banning Senior Center and he discussed the expectations for this hearing. In response to Commissioner Douglas Hanson's question regarding Desert Samaritans, Robert Yates replied Desert Samaritans was not recommended for funding as it was not able to perform the proposed work in its application from the 2009 Call for Projects. Riverside County Transportation Commission Minutes April 13, 2011 Page 4 In response to Commissioner Hanson's clarification regarding the SunLine Commuter Service, Robert Yates replied SunLine will provide bus service between Coachella Valley and the Cabazon outlets. Additionally, there were not sufficient funds to entirely fund all of the projects proposed in the Coachella Valley. At Commissioner Hanson's request, Robert Yates clarified staff is requesting approval of the award amounts. Then the recipient's agreement will be restructured to match the available funding. He discussed the various options to adjust the trips per day in working with SunLine. At Commissioner Marion Ashley's request, Steve DeBaun, Legal Counsel, clarified that if an agency is a public agency, it would not create a conflict of interest. However, for non-profit agencies, Commissioners needs to abstain if a conflict exists. In response to Commissioner Foat's question regarding the differences in the cost per unit of service, Robert Yates replied staff took the number of trips and divided it by the amount of funds the recipient used. He stated the variance is due to the•more one on one these services provide, the higher the costs. M/S/C (Spiegel/Rush) to: 1) Approve the grant awards totaling $7,729,126 for the provision of specialized transit service; 2) Approve Agreement No. 11-26-073-00 with Care -A -Van Services, Inc. for the provision of directly operated transportation services (Care -A -Van project) in the amount of $691,993 in Measure A Specialized Transit grant funds; 3) Approve Agreement No. 11-26-074-00 with the Riverside Transit Agency (RTA) for the provision of directly operated transportation services (extended late night service project) in the amount of $562,915 in Jobs Access Reverse Commute (JARC) grant funds, $366,671 in Local Transportation Fund (LTF) funds and $180,130 in Measure A Specialized Transit grant funds; 4) Approve Agreement No. 11-26-075-00 with Inland Aids Project for the provision of directly operated transportation services (Inland Aids Project Transportation program) in the amount of $164,932 in Measure A Specialized Transit grant funds; 5) Approve Agreement No. 11-26-076-00 with RTA for the provision of directly operated transportation services (CommuterLink service, routes 212 and 214) in the amount of $628,179 in JARC grant funds, $408,575 in LTF funds, and $212,868 in Measure A Specialized Transit grant funds; • • • • • • Riverside County Transportation Commission Minutes April 13, 2011 Page 5 6) Approve Agreement No. 11-26-077-00 with Care Connexxus, Inc. for the provision of directly operated transportation services (Specialized Shuttle project) in the amount of $400,000 in Measure A Specialized Transit grant funds; 7) Approve Agreement No. 11-26-078-00 with the Riverside County Regional Medical Center for the provision of directly operated transportation services (Specialized Non Emergency Medical Transportation program) in the amount of $396,997 in New Freedom grant funds; 8) Approve Agreement No. 11-26-079-00 with Operation SafeHouse, Inc. for the provision of directly operated transportation services (Main Street Transitional Living program) in the amount of $38,700 in Measure A Specialized Transit grant funds; 9► Approve Agreement No. 11-26-080-00 with city of Norco Parks Department for the provision of directly operated transportation services (Norco Senior Shuttle Service program) in the amount of $140,000 in Measure A Specialized Transit grant funds; 10) Approve Agreement No. 11-26-081-00 with Wildomar Senior Community for the provision of directly operated transportation services (Senior Community Transportation program) in the amount of $20,000 in Measure A Specialized Transit grant funds; 11) Approve Agreement No. 11-26-082-00 with Boys and Girls Clubs of Southwest County for the provision of directly operated transportation services (Before and After School Transportation program) in the amount of $444,170 in Measure A Specialized Transit grant funds; 12► Approve Agreement No. 11-26-083-00 with the Friends of Moreno Valley Senior Center, Inc. for the provision of directly operated transportation services (Mo Van transit service) in the amount of $129,000 in Measure A Specialized Transit grant funds; 13) Approve Agreement No. 11-26-084-00 with Court Appointed Special Advocates for Riverside County, Inca (C.A.S.A.) for Riverside County for the provision of transportation pass or voucher services (Specialized Transportation Service for Abused Children program) in the amount of $120,420 in Measure A Specialized Transit grant funds; 14) Approve Agreement No. 11-26-086-00 with the Volunteer Center of Riverside County for the provision of transportation pass or voucher services (Transportation Access program) in the amount of $330,000 in Measure A Specialized Transit grant funds; 15► Approve Agreement No. 11-26-085-00 with the Independent Living Partnership for the provision of transportation pass or voucher services (Transportation Reimbursement and Information Project - TRIP) in the amount of $1,136,302 in Measure A Specialized Transit grant funds; Riverside County Transportation Commission Minutes April 13, 2011 Page 6 16) Approve Agreement No. 11-26-087-00 with RTA for the provision of mobility management and travel training service (RTA Travel Training project) in the amount of $233,887 in JARC grant funds, $233,888 in New Freedom grant funds, $58,472 in LTF funds and $58,472 in Measure A Consolidated Transportation Services Agencies (CTSA) funds; 17) Approve Agreement No. 11-26-088-00 with Care Connexxus, Inc. for the provision of mobility management and travel training services (Driver Sensitivity Training project) in the amount of $21,582 in New Freedom grant funds; 18) Approve Agreement No. 11-26-068-00 with Blindness Support Services, Inc. for the provision of mobility management and travel training services (Travel Training program) in the amount of $149,067 in Measure A Specialized Transit grant funds; 19) Approve Agreement No. 11-26-069-00 with the Coachella Valley Association of Governments ICVAG) for the provision of directly operated transportation services (specialized transit program) in the amount of $101,809 in JARC grant funds; 20) Approve Agreement No. 11-26-070-00 with SunLine Transit Agency (SunLine) for the provision of directly operated transportation services (SunLine commuter service) in the amount of $219,030 in JARC grant funds and $40,000 in New Freedom grant funds; 21► Approve Agreement No. 11-26-071-00 with SunLine for the provision of transportation pass or voucher services (SunLine Taxi Voucher program) in the amount of $161,067 in New Freedom grant funds; 22) Approve Agreement No. 11-26-072-00 with SunLine for the provision of transportation pass or voucher services (RCTC- Coachella Valley Rideshare program) in the amount of $80,000 in JARC grant funds; and 23) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf the Commission. Abstain: Buster, Recommendation No. 10 Hines, Recommendation No. 21 Stone, Recommendation No. 11 Zanowic, Recommendation No. 13 • • • • • • Riverside County Transportation Commission Minutes April 13, 2011 Page 7 9. 2011 CORRIDOR MOBILITY IMPROVEMENT ACCOUNT - CALL FOR PROJECTS Commissioner Ashley clarified with legal counsel about a conflict related to ownership of property within 500 feet of the Interstate 215 Central widening project. Steve DeBaun recommended Commissioner Ashley abstain. Tanya Love, Goods Movement Manager, provided an overview for the 2011 Corridor Mobility Improvement Account (CMIA) call for projects and the nomination of the 1-215 Central widening project. Anne Mayer stated the spring bond sale was cancelled. She stated there are over $260 million in projects next year in the CMIA and the Trade Corridor Infrastructure Fund that cannot go forward without a bond sale, and briefly discussed the SR-91 high -occupancy vehicle lane project. Commissioner Stone expressed strong support for the 1-215 South widening project and his concern regarding funding and construction of the 1-215 Central widening project. He then asked for clarification regarding the transition between that project and the 1-215 Central widening project if it receives CMIA funding. Anne Mayer replied the goal is to have one project follow the other. The 1-215 Central widening project is scheduled for construction in fall 2012. M/S/C (Stone/Kuenzi) to approve the nomination and application submittal to the California Transportation Commission (CTC) for the Interstate 215 Central widening project from Scott Road to Nuevo Road for Corridor Mobility Improvement Account (CMIA) funds. Abstain: Ashley 10. ITEMIS) PULLED FROM CONSENT CALENDAR AGENDA There were no agenda items pulled from the Consent Calendar. 11. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 11A. Chair Pettis announced the 22"d Annual California Transportation Foundation Award winners and finalists as follows: • Anne Mayer, Executive Director - Person of the Year; • Jeff Miller, California State Assembly District 71 - Elected Official of the Year; Riverside County Transportation Commission Minutes April 13, 2011 Page 8 • IE51 1 project - Operational Efficiency Project of the Year Finalist; • Corona Transit Center - Transit/Rail Project of the Year Finalist; and • Perris Station Transit Center - Transit/Rail Project of the Year Finalist. 11 B. Ray Wolfe, Governor's Appointee, reported on the 1-10 bypass to Coachella Valley efforts that Caltrans District 8 and Riverside County completed in the event of an emergency shutdown of 1-10. Commissioner John Benoit expressed appreciation to Governor's Appointee Wolfe for Caltrans' quick response. 11 C. Commissioner Mary Craton announced the Southern California Association of Government's Regional Conference and General Assembly will be held May 5-6, 2011, at the La Quinta Resort and Club. 11 D. Anne Mayer announced: • Caltrans awarded the State Route 60/1-215 East Junction project; • AJR 4 by Assemblyman Jeff Miller, the request to Congress and the President to award a TIFIA loan to the SR-91 Corridor Improvement Project (SR-91 CIP), passed through the Assembly Transportation Committee; and • There is currently no update on the TIFIA loan process, however the U.S. Department of Transportation is sending correspondence of acknowledgement to the agencies that submitted letters of support for the Commission's SR-91 CIP. At this time, Commissioners Glenn Miller and Douglas Hanson left the meeting. 12. CLOSED SESSION 12A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Pursuant to Government Code Section 54956.8 Item APNIs) Property Owneris) 1 458-193-002 Kamensky Family Trust, et al 2 465 040 005 Hickory Investors, LLC Steven C. Wellington 3 465-040-018 465-040-019 465-040-020 Daniel Duane Koby and Alan Edward Koby • • Riverside County Transportation Commission Minutes April 13, 2011 Page 9 4 465 040 008 465 040 009 465-040-010 Hemet Highlands Associates, LLC Randall W. Blanchard, Agent for Service 5 465-040-021 Joan M. Borba and Joseph A. Borba, Jr. 6 249 070-042 DBA The Grove Business Park, LLC James T. Rountree, Trustee of the James T. Rountree Revocable Trust Darrell A. Butler Rufus C. Barkley, III, CWT Barkley Family, LLC Abstain: Ashley and Stone, Item No. 6 Item APN(s) Property Purchaser(s) 1 313-271-018 City of Perris 2 102-420-008 City of Corona 3 294-070-002 294-140-004 County of Riverside 12B. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (a) Case No. RIC 1104363 The Commission authorized legal counsel to defend Case No. 1104363. 13. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, the meeting was adjourned at 10:43 a.m. The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, May 11, 2011, in the Board Room, at the County of Riverside Administrative Center, 4080 Lemon Street, Riverside, California. Respectfully submitted, Osurve,)-1_ H -- Jennifer Harmon Clerk of the Board • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Michele Cisneros, Accounting and Human Resources Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed Budget for Fiscal Year 201 1 /12 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Discuss, review, and provide guidance on the proposed FY 201 1 /12 Budget; and 2) Open the public hearing in order to receive input and comments on the proposed FY 201 1 /12 Budget on May 11 and on June 8, 2011, and thereafter close the public hearing. BACKGROUND INFORMATION: Staff has completed the initial budget preparation process, and attached is an executive summary for the proposed FY 201 1 /12 Budget. The policy goals and objectives approved by the Commission on March 9 were the basis of this budget. The policy goals and objectives considered during the preparation of the budget relate to mobility initiatives, goods movement, improved system efficiencies, environmental stewardship, economic development, intermodalism and accessibility, and public and agency communications as well as financial and administration policies. Staff will present highlights of significant items. included in the budget and is seeking review of and input on the proposed FY 201 1 /12 Budget. Based on input received from Commissioners, staff will update the document, as necessary, and present the proposed budget for the opening of the public hearing and for the Commission's review on May 11. As a result of input received from the public and the Commission, staff will make any necessary changes to the budget document for final review, close of the public hearing, and adoption at the June 8 Commission meeting. The executive summary document contains a summary of all departmental budgets and summarizes the information for the entire Commission. The department budgets present the goals and objectives, the resources needed to accomplish the Agenda Item 6 1 goals, and the appropriations required to accomplish the tasks. Staff also included the budgets by governmental fund type, as this table provides a summary of the budgeted revenues and expenditures from a fund perspective. Preliminary funding estimates for transit operating and capital expenditures have been included in the budget, although the draft Short Range Transit Plans are still under review. An adjustment for a revised estimate of these transit expenditures may be included in the final budget document presented in June 2011. At the June 8 Commission meeting, staff will present the entire budget with detailed narratives. A summary of the proposed FY 201 1 /12 Budget is as follows: Revenues and other financing sources: Sales taxes -Measure A and Local Transportation Funds Reimbursements (federal, state, and other) Transportation Uniform Mitigation Funds, including reimbursements State Transit Assistance Other revenues Interest on investments Debt proceeds Transfers in Total revenues and other financing sources Expenditures and other financing uses: Personnel salary and fringe benefits Professional services Support services Projects and operations Capital outlay Debt service (principal, interest and costs of issuance) Transfers out Total expenditures and other financing uses Excess (deficiency) of revenues and other financing sources over (under) expenditures and other financing uses Beginning fund balance (projected) Ending fund balance (projected) FY 2011 /12 Budget $ 171,400,000 48,724,800 9,284,300 9,537,000 310,200 1,972,200 40, 000, 000 160,735,300 441,963,800 6,421, 300 16,939,300 5,436,600 367,101, 900 475,200 22,017,000 160, 735, 300 579,126,600 (137,162,800) 533,571,600 396,408,800 Attachment: FY 201 1 /12 Proposed Budget Executive Summary Agenda Item 6 • • • 2 • Executive Summary Introduction The budget for Fiscal Year (FY) 2011/12 is presented to the Board of Commissioners (Board) and the citizens of Riverside County. The budget outlines the projects the Commission plans to undertake during the year and appropriates expenditures to accomplish these tasks. The budget also shows the funding sources and fund balances that will be used for these projects. This document will serve as the Commission's monetary guideline. To provide the reader a better understanding of the projects, staff has included descriptive information regarding each department and major projects. The discussion in each department includes a review of major initiatives and key assumptions. Staff used the goals and objectives approved at the Commission meeting on March 9, 2011, to prepare this budget. In addition to the Commission's long-term goals and strategic plan, the short-term factors listed below were used to guide the development of the budget: Operational • Complete projects and programs included in the 1989 Measure A. • Aggressively pursue completion of the environmental, design, and construction processes on the State Route (SR) 91, Interstate (I) 15, and 1-215 projects included in the Western Riverside County Delivery Plan. • Continue development of the SR-91 corridor improvement project toll program including executing toll program agreements with key partners;_ preparing requests for proposals for a design -build contract, and pursuing funding opportunities via the TIFIA loan program. • Work closely with local jurisdictions to implement the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial Program and facilitate the delivery of arterial improvements in western Riverside County (Western County). • Continue the preliminary engineering and environmental clearance for the Mid County Parkway and SR-79 realignment projects. • Continue cooperation with the Federal Transit Administration (FTA) regarding the Small Starts process to support activities for the Perris Valley Line Metrolink extension (Perris Valley Line) project. • Improve utilization and increase efficiency of commuter rail lines serving the County. • Support innovative programs that provide transit assistance in hard to serve rural areas or for riders with special transit needs. • Support cost controls and promote operating efficiency for transit operators. • Maintain effective partnerships among commuters, employers, and government to increase the efficiency of our transportation system by encouraging and promoting transportation alternatives. • Continue to provide a motorist aid system that ensures safety and convenience to freeway motorists. • Maintain an active involvement in state and federal legislative matters to ensure that the Commission receives proper consideration for transportation projects and funding. • Maintain close communication with Commissioners and educate policy makers on all issues of importance to the Commission. 3 Financial • Fund administrative costs with allocations from Measure A, LTF, FSP, SAFE, and TUMF funds. • Maintain administrative program delivery costs below the policy threshold of 4% of Measure A revenues; the FY 2011/12 Management Services budget is 2.75% of Measure A revenues. • Maintain administrative salaries and benefits at less than 1% of Measure A revenues; the FY 2011/12 administrative salaries and benefits is .96% of Measure A revenues. • Continue to maintain prudent cash reserves to provide some level of insulation for unplanned expenditures. • Maintain current positive bond ratings with rating agencies. • Move forward on Measure A projects for highways and regional arterials using sales tax revenues, TUMF revenues, and state and federal funding as well as financing alternatives such as commercial paper, sales tax revenue bonds, and toll revenue bonds. • Leverage and protect past Measure A investments in rail with state and federal funding for additional rail improvements, including the Perris Valley Line. • Complete the replacement of the financial software system to better integrate project accounting needs and improve accounting efficiency. Budget Overview Total sources (Table 1) are budgeted at $441,963,800, which is a decrease of 21% over FY 2010/11 projected sources and a 36% decrease over the FY 2010/11 budget. Total sources are comprised of revenues of $241,228,500, transfers in of $160,735,300, and debt proceeds of $40,000,000. The projected fund balance at June 30, 2011 available for expenditures (excluding reserves for debt service of $44,286,500 and advances receivable of $30,000,500) is $459,284,600. Accordingly, total funding available for the FY 2011/12 budget totals $901,248,400. Table 1 — Sources FY 2010-2012 Measure A Sales Tax LTF Sales Tax STA Sales Tax Intergovernmental TUMF Revenue Other Revenue Investment Income Operating Transfers In Debt Proceeds TOTAL Sources $ 114,526,200 $ 114,700,000 $ 114,700,000 114,7.00i4_ 0 $ - 0% 56,697,900 56,700,000 56,700,000 = 5+,700;000 'r - 0% 12,802,000 9,537,000 NSA t r n, 26,769,300 54,911,500 46,871,500 `x�; 48-?2; a=,' (6,186,700) -11% 8,618,200 9,300,000 6,859,400-9,284,3Qb (15,700) 0°% 1,853,600 178,000 240,100 ., 3apixi0" 132,200 74°% r 5,663,200 1,830,000 3,272,800 t T�'000'' 142,200 8% 104,833,200 270,133,200 163,513,200 '-•`,k60,735;300' (109,397,900) -40% 268,284,000 185,000,000 170,000,000 _,',40,000,, (145,000,000) -78°% $ 600,047,600 $ 692,752,700 $ 562,157,000 • '441,963,8(1Q.; $ (250,788,900) -36% Through FY 2005/06, the County had experienced significant growth corresponding to the national economic expansion and amplified locally by competitive advantages of Riverside County over nearby coastal counties (Los Angeles, Orange and San Diego): (i) housing that was (and remains) more available and affordable; and (ii) plentiful commercial real estate and available development land at lower rates. Moreover, both transportation and communication access to employment centers in Los Angeles and Orange counties improved. Riverside County's economy thrived, reflecting the area's competitive advantages over its neighboring counties, largely as a result of the County's continuing ability to draw • • 4 • • jobs, residents, and affordable housing away from the Los Angeles, Orange, and San Diego county areas. As a result, the County enjoyed a more diversified employment and commercial base and an increasing share of the regional economy. Chart 1 — Commission Sources Trend $300,000,000 $250,000,000 - $200,000,000 $150,000,000 5100,000,000 $50,000,000 FY 07/08 FY 08/09 FY 09/10 FY 10/11 FY 11/12 4—Measure A Sales Tax —11—LTF Sales Tax - STA Sales Tax —0—TUMF —0—Federal, State, Local Revenues - Operating Transfers In - DebtProceeds Today the economy in Riverside County reflects the recent nationwide recession, as evidenced by high unemployment; lower total personal income and taxable sales, residential building permits, and the rate of home sales and the median price of single-family residences; and high rates of distressed properties. The impact of the recession has been amplified in the Inland Empire (i.e., Riverside and San Bernardino counties) due to its relatively greater growth through 2006 and the relatively lower average income levels when compared to coastal areas. These factors have resulted in lower Measure A and LTF sales tax revenues and TUMF fees as noted in Chart 1; however, the sales tax revenues appear to have stabilized since FY 2009/10. While economic reports indicate that the national recession ended in 2009 and economic growth has resumed, recovery in the local Inland Empire economy continues to be affected by the area's housing woes due to the exposure to the subprime mortgage market collapse several years ago. The economic outlook for the Commission in FY 2011/12 is encouraging with the stabilization of sales tax revenues; however, the state and federal budget issues continue to affect funding of the Commission's capital projects and programs. Should Measure A and LTF sales tax revenues decline again and the availability of federal and state revenues continue to be uncertain, the timing and scope of the Commission's projects and programs may be impacted. While the Commission's primary revenues are the Measure A and LTF sales taxes, other revenues and financing sources are required to fund the Commission's programs and projects as illustrated in Chart 2. 5 Chart 2 — Sources: Major Categories Debt Proceeds 9% Investment Income 1% TOM Revenue 2% STA Sales Tax 2% Intergovernmental 11% The State Board of Equalization (SBOE) recently provided to cities and other agencies its projections that statewide taxable sales over the next fiscal year will increase 8.9%; however, given the tenuous local economy, the Commission considers this estimate to be extremely optimistic. The Commission is not basing its estimate of revenues on the SBOE's projection. After taking the state of the local economy and recent revenue trends into consideration, staff has projected that Measure A sales tax revenues will be unchanged from the FY 2010/11 revised projection of $114,700,000. On behalf of the County, the Commission administers the LTF for publictransportation needs, local streets and roads, and bicycle and pedestrian facilities. The majority` of LTF funding received by the County and available for allocation is distributed to all public transit operators in the County, and the Commission receives allocations for administration, planning, and programming in addition to funding for rail operations included in the commuter rail Short Range Transit Plan (SRTP). The LTF sales tax revenue received from the State is budgeted at $56,700,000, unchanged from the FY 2010/11 revised projection due to the economic concerns discussed earlier. STA funds generated from the statewide sales tax on motor vehicle fuel are allocated by formula by the State Controller to the Commission for allocations to the County's public transit operators; however, these funds have been subject to suspension due to the state's budget issues. The STA transit allocation, which is based on recent state estimates, for FY 2011/12 is $9,537,000. Intergovernmental revenues include reimbursement revenues from federal sources of $23,650,700, state sources of $23,710,100, local agencies of $1,066,200, and others of $297,800 for highway and rail capital, rail operations and station maintenance, commuter assistance, and motorist assistance programs as well as planning and programming activities. Reimbursement revenues vary from year to year depending on project activities and funding levels. • • 6 • • • As a result of an amended Memorandum of Understanding (MOU) with the Western Riverside Council of Governments (WRCOG), the Commission will receive 48.7°/0 of TUMF revenues (as updated by the most recent Nexus study). TUMF represents fees assessed on new residential and commercial development in Western County. FY 2011/12 TUMF fees are expected to remain flat at $4,300,000 based on the weakened housing market in the Inland Empire, and these revenues also include TUMF zone reimbursements of $4,984,300 for the 74/215 interchange project. Other revenue of $310,200 is projected to increase 74% from the prior year's budget of $178,000 primarily because of property management revenues generated from properties acquired in connection with the SR-91 corridor improvements project. Investment income is anticipated to increase 8% in FY 2011/12 as a result of higher cash balances. Staff continues to actively manage its resources and make appropriate investments to maximize the return to the Commission without sacrificing security and affecting short-term cash requirements. Transfers in of $160,735,300 relate primarily to the transfer of available debt proceeds for highway and regional arterial projects; LTF funding for general administration, planning and programming, rail operations and station maintenance, and grade separation project allocations; approved interfund allocations for specific projects; and debt service requirements from highway, regional arterial, and local streets and roads projects. Debt proceeds consist of the issuance of $40,000,000 in commercial paper notes. Total uses (Table 2), including transfers out of $160,735,300, are budgeted at $579,126,600, a decrease of 32% from the prior year budget amount of $851,595,600. Program expenditures and transfers out totaling $543,339,600 represent 94% of total budgeted uses in FY 2011/12. Program costs have decreased by 26% from $731,270,400 in FY 2010/11. Table 2 — Uses FY 2010-2012 Actual,. :Revised:$udget projected *,. °Budget ,i Change Change Capital Highway, Rail, and Regional Arterials $ 180,492,400 $ 567,160,200 $ 326,674,200 $;3.53,389 000: $ (183,771,200) -32% Capital Local Streets and Roads 34,256,700 33,668,400 33,256,500 -r 33,168;000 . (500,400) -1% Commuter Assistance 3,679,200 4,374,600 4,146,100 9,380,800.:, 5,006,200 114% Debt Service 193,327,800 106,225,000 122,607,600 22,017,000'. (84,208,000) -79% Management Services 7,056,500 14,100,200 13,546,700 ' ' i3,790,000: (330,200) -2% Motorist Assistance 3,732,500 5,714,000 5,331,200 0,275,200561,200 10°% Planning and Programming 5,197,100 9,651,100 2,843,800 ' - 6,942,800'i'. (2,708,300) -28% Public and Specialized Transit 63,538,000 78,804,200 60,942,500 , :' 32,596,00: 3,791,900 5°% Rail Maintenance and Operations 13,443,000 31,897,900 10,804,700 '. 21,587;700c (10,310,200) -32% TOTAL Uses $ 504,723,200 $ 851,595,600 5 580,153,300 $ 5,79,46,6,00!, $ (272,469,000) -32% Note: Management Services include Executive Management, Administration, Legislative Affairs and Communications, and Finance. Capital highway, rail, and regional arterials budgeted expenditures of $383,389,000 are 32% lower compared to FY 2010/11. Several projects have completed the engineering phase and are moving to construction, while right of way and land mitigation acquisitions often require a longer period of time to be completed. Additionally transfers out, primarily related to debt proceeds, included in these capital expenditures have decreased 46%. 7 Commuter Assistance budgeted expenditures of $9,380,800 are 114% above FY 2010/11 due to a $5,000,000 transfer to the Perris Valley Line projects to offset the multimodal benefits of the project. Motorist Assistance budgeted expenditures of $6,275,200 reflect a 10% increase from the FY 2010/11 budget of $5,714,000 due to increased operations costs related to the IE511 system and towing services, especially in construction zones. Debt Service of $22,017,000 has decreased 79% as a result of the FY 2010/11 retirement of all of the outstanding commercial paper program notes from the proceeds of the 2010 bonds. Planning and Programming budgeted expenditures of $6,942,800 reflect a 28% decrease from the FY 2010/11 budget of $9,651,100 as a result of the completion of geotechnical borings in the Cleveland National Forest related to feasibility analysis of a future Irvine - Corona Expressway (ICE) and a decrease in jump-start funding disbursements for grade separation projects. The $10,310,200 decrease in Rail Department budgeted expenditures of $21,587,700 is primarily due to capital funding for new Southern California Regional Rail Authority (SCRRA or Metrolink) rail cars in FY 2010/11. Total uses included in the FY 2011/12 budget by major categories are illustrated in Chart 3. Chart 3 - Uses: Major Categories Public and Specialized Transit 14% Planning and Programming 1% Motorist Assistance 1% Management Services 1% Debt Service 4% Commuter Assistance 1% Capital Local Streets and Roads 6% Commission Personnel Rail Maintenance and Operations 4% The Commission's salary and fringe benefits total $6,421,300 for FY 2011/12. This represents a slight increase of 3% or $196,300 over the FY 2010/11 budget of $6,225,000 (Chart 4); however, as a cost savings measure, there will be no merit -based salary increases in FY 2011/12. • • 8 • • • Chart 4 — Salary and Benefits Costs: Five Year Comparison $8,000,000 $7,000,000 $6,000,000 $5,000,000 $4,000,000 $3,000,000 $2,000,000 $1,000,000 $- FY 07/08 FY 08/09 FY 09/10 FY 10/11 FY 11/12 The Full Time Equivalent (FTE) of 41.0 FTE positions reflects an increase of two positions over the prior years (Table 3) as a result of filling a vacant finance position and adding a new capital projects position. Management continues to be firmly committed to the intent of the Commission's enabling legislation that called for a small staff. Staff will continue to be provided the tools needed, including state of the art technology, to ensure an efficient and productive work environment. However, it must be recognized that small is not viewed in an absolute context; it is relative to the required tasks to be performed and the demands to be met. Table 3 — Staff Summary by Department FY 2010-2012 Executive Management Administration Legislative Affairs and Communications Finance Planning and Programming Rail Maintenance and Operations Public and Specialized Transit Commuter Assistance Motorist Assistance Capital Project Development and Delivery TOTAL 0.3 4.3 2.2 6.7 5.8 2.7 2.6 2.2 0.4 11.8 39.0 0 4_ 4.2 The Commission provides a comprehensive package of benefits to all permanent, salaried employees. The package includes: health, dental, vision, and life insurance, short and long- term disability, workers' compensation, tuition assistance, sick and vacation leave, retirement benefits in the form of participation in California Public Employees Retirement System, postretirement health care, deferred compensation, and employee assistance program. The compensation components are shown in Chart 5. 9 Chart 5 — Personnel Salary and Benefits H Other Fringes 2% * Health 11% ■ Retiremen 24% Department Initiatives Salary 63% The preparation of each department's budget was based on key assumptions, accomplishments in FY 2010/11, major initiatives for FY 2011/12, and department goals and related objectives. following are the key initiatives and summary of expenditures for each department (Tables 4 through 13). Executive Management • Continue project development and delivery as the key Measure A priority. • Ensure the SR-91 corridor improvement project meets state requirements for the design - build program and seek a federal loan from the TIFIA program. • Obtain approvals from the FTA, railroads, and community related to the development of the Perris Valley Line. • Advocate for state investments in transportation and approval of a federal transportation bill to fund needed transportation priorities in Riverside County and stimulate the local economy. • Maintain regional cooperation and collaboration as a significant effort consistent with the philosophy and mission of the Commission. • Enhance external communications with media, business and civic groups, and the community. • Maintain an effective mid -sized transportation agency with a small and dedicated staff. Table 4 — Executive Management Personnel Professional Support TOTAL Administration r, $ 138,500 $ 99,400 $ 82,000 65,500 370,000 293,000 58,700 50,700 46,500 $ 262,700 $ 520,100 $ 421,500 is $ (17,800) -18% (270,000) -73% 8,000 16% $ (279,800) -54% • Provide high quality support services to the Commission and to internal and external customers. • Continue to strengthen the electronic records management system. 10 • • • • Continue to provide timely communications to Commissioners with continued emphasis on the utilization of electronic mail. • Continue to update technology to streamline processes and provide easier access to Commission records. • Support and develop a motivated workforce with a framework of activities and practices that comply with employment laws and regulations. Table 5 — Administration Personnel Professional Support Capital Outlay Debt Service TOTAL 373,500 119,800 1,019,800 10,100 25,200 $ 1,548,400 $ Legislative Affairs and Communications 1,231,300 $ 1,108,4001 7A700 ,, $ (3,600) 0% • Continue efforts to protect and seek greater state and federal investment in transportation infrastructure and goods movement. • Develop effective partnerships with transportation providers to communicate a unified message to Congress regarding mobility needs. • Advocate positions in the State Legislature and in Congress that advance the County's transportation interests, especially those related to the implementation of the SR-91 corridor improvement project. • Continue to develop a broad public information program regarding the Commission's responsibilities and accomplishments through a variety of media formats and presentation opportunities. • Continue to place an emphasis on providing proactive public communications support related to major project development efforts. • Provide new Commissioner orientation meetings and other continuing education opportunities for Commissioners. Table 6 — Legislative Affairs and Communications Personnel $ 305,600 $ 291,200 $ 370,700 Professional 441,600 688,000 636,000 Support 127,800 170,500 146,000 TOTAL $ 875,000 $ 1,149,700 5 1,152,700 Finance 4a64o x' $ 135,300 46% 500 0% 900 1% 136,700 12% • Continue appropriate uses of long- and short-term financing to advance 2009 Measure A projects of the Commission and CVAG. • Apply the sales tax revenue forecast update to develop a financing plan to support the Western Riverside County Delivery Plan and CVAG highway and regional arterial projects. • Continue to support the financing efforts for the SR-91 corridor improvement project. • Annually update the internal audit projects related to the organizational accountability program. 11 • Continue to keep abreast of Governmental Accounting Standards Board (GASB) technical activities affecting the Commission's accounting and financial reporting activities and consider early implementation of new pronouncements. • Complete the implementation of an enterprise resource planning (ERP) system to benefit all staff in the management of accounting and project information and automate a paperless workflow system. • Continue to implement a centralized procurements process in order to strengthen controls and ensure consistency in the application of procurement policies and procedures and adherence to applicable laws and regulations. • Maintain order, safety, and security at the Commission -owned operating properties, including the commuter rail stations. Table 7 — Finance att Personnel $ 742,900 $ 673,000 $ 673,000 Professional 3,464,000 4,797,500 4,598,800 Support 49,800 574,100 567,300 Capital Outlay 138,900 154,500 25,000 Debt Service 1,000 - Transfers Out - 5,000,000 5,000,O00 TOTAL $ 4,346,600 $ 11,199,100 $ 10,864,100 Planning and Programming 125,600 19% (278,500) -6% (5,600) -1% (25,000) -16% N/A 0% (183,500) -2% • Monitor funding authority and responsibility related to the State Transportation Improvement Program (STIP) and impacts on the STIP caused by the state budget issues. • Ensure STIP and Proposition 1B funded projects are administered and implemented consistent with California Transportation Commission (CTC) and California Department of Transportation (Ca!trans) policies. • Continue to strategically program projects and obligate funds in an expeditious manner for the maximum use of all available funding, including monitoring the use of such funding to prevent funds from lapsing. • Focus on interregional concerns and maintain effective working relationships involving various bi-county transportation issues, including goods movement. • Coordinate planning efforts with regional and local agencies relating to the development of regional transportation plans (RTP) and green house gas reduction implementation guidelines. • Secure funding through the federal transportation bill for goods movement -related needs. • Monitor and track the TUMF regional arterial projects- • Work cooperatively with member agencies to continue the work efforts on the new Community Environmental Transportation Acceptability Process (CETAP) corridors. • Continue the Congestion Management Program (CMP) update and traffic monitoring along urban and rural highway systems. • Administer the SB 821 Bicycle and Pedestrian Facilities Program. • Monitor the Port of Los Angeles and Port of Long Beach's (Ports) projects for impacts on Riverside County. • • • 12 Table 8 - Planning and Programming 40f13-, .. r '60rFy 11/12 Dollar Percent tdiudge1, Pc€Il�cte� : .Budget - Change_ 'Change Personnel $ 843,200 $ 919,700 $ 812,800 -$ 812,800 $ (106,900) -12% Professional 193,600 350,000 81,600 311,500 (38,500) -11% Support 12,500 25,000 12,600 18,800(6,200) -25% Projects and Operations 4,147,800 8,356,400 1,936,800 5,790,500 (2,565,900) -31% Transfers Out - 9,200' 9,200 N/A TOTAL $ 5,197,100 $ 9,651,100 $ 2,843,800 $ 6,942,800g $ (2,708,300) -28% Rail Maintenance and Operations • Continue active participation in governance and operations of the Metrolink commuter rail system. • Continue the planning and implementation of capital improvements at the commuter rail stations in Riverside County, including multimodal facilities, security and rehabilitation projects, and a layover facility. • Continue to support activities related to the Perris Valley Line project and evaluate its operational impact. • Establish best approach to build, maintain, and operate cost effective and environmentally sustainable facilities that meet the public's transportation needs. • Continue coordination with CVAG, Amtrak and the State to focus attention on the creation of intercity passenger rail service between Coachella Valley, Riverside, and the Los Angeles basin. Table 9 Rail Maintenance and Operations �-r�q-r •ss s1!�j fY=311" t2 Personnel $378,500 $ 491,200 $ 665,600 .$ 483400'. $� (7,800)� --2% Professional 202,400 360,400 165,000 36000 ` 7,600 2% Support 1,191,000 993,400 1,133,100 - 1,689,700.: 696,300 70% Projects and Operations 11,649,900 30,016,800 8,825,600 -.,18.985,900 (11,030,900) -37% Capital Outlay 21,200 16,100 15,400 - 60,700: 44,600 277% Transfers Out - 20,000 (20,000) -100% TOTAL $ 13,443,000 $ 31,897,900 $ 10,804,700 $ 3L537,700; $ (10,310,200) -32% Public and Specialized Transit • Support innovative programs that provide transit assistance in hard to serve rural areas or for riders having very special transit needs and monitor funding of these programs. • Implement the specialized transit funding allocations related to the second universal call for projects and monitor performance. • Continue long-range planning activities to ensure that anticipated revenues are in line with projected levels of service by transit operators. • Monitor public and specialized transit operators' performance through the TransTrack program. • Provide availability for local matching funds to Western County applicants seeking FTA Section 5310 federal capital grants. • Coordinate with operators on major capital purchases and investments into new rolling stock and other system improvements in order to maintain a viable on -hand reserve. 13 • • • Capital Project Development and Delivery • Continue project development, right of way, and construction activities on remaining 1989 Measure A projects including SR-74 curve widening, 74/215 interchange, SR-91 high occupancy vehicle (HOV) lanes/Adams Street to 60/91/215 interchange, and 60/215 East Junction HOV lane connectors. • Continue project activities on the 1-215 bi-county highway and Perris Valley Line rail projects, which were included in both the 1989 Measure A and 2009 Measure A programs. • Continue project work on the Western Riverside County Delivery Plan projects, including the 71/91 connectors; the SR-91, 1-15, and 1-215 corridor mobility improvement projects; SR-79 realignment; and Mid County Parkway. • Provide Western County TUMF funding and support to local jurisdictions for regional arterial project engineering, right of way acquisition, and construction. • Provide advance funding and support of 2009 Measure A highway and regional arterial projects and for the acquisition for land as mitigation in the Coachella Valley. • Maintain a right of way acquisition and management program in support of capital projects. • Manage right of way acquisition schedules and budget control measures. • Maintain and manage the access, use and security of Commission -owned properties, properties in acquisition process, and income -generating properties. Table 13 — Capital Project Development and Delivery Personnel Professional Support Projects and Operations Capital Outlay Debt Service Transfers Out TOTAL Fund Balances $ 2,362,200 $ 2,705,900 $ 2,758,800` ',O.flb', $. 24,200 1% 3,994,700 13,704,900 5,781,900?��"1D97p�;: (4,103,200) -30% 532,200 740,000 535,600 ^'P2"$p0 112,800 15% 123,542,300 338,587,100 206,444,600 �74c,,5d (66,546,600) -20% (46,700) 95,700 101,900 — i1�5,t 39,300 41% 193,301,600 106,225,000 122,607,600 m=`''t h!67,g0,0, (84,208,000) -79% 84,364,400 244,995,000 144,307,900 . (113,798,100) -46% $ 408,050,700 $ 707,053,600 5 482,538,300 ,$ ","-4-�ffi,5j�',fl06r $ (268,479,600) -38% The total fund balance as of June 30, 2011 is projected at $533,571,600. The Commission's budgeted activities for FY 2011/12 are expected to result in a $137,162,800 decrease of total fund balance at June 30, 2012 to $396,408,800. A significant portion of the decrease is related to the use of available fund balance for the Measure A, TUMF, and LTF special revenue funds to complete the 1989 Measure projects and programs and to fund approved TUMF projects and transit operations. Available debt proceeds from the 2010 bonds in the capital projects funds will also be used. Table 14 presents the components of fund balance by governmental fund type and program at June 30, 2012. 15 Table 14 — Projected Fund Balances by Governmental Fund Type and Program at June 30, 2012 Management SeHices Planning and Programming Rail Maintenance and Operations $6,779,800 Measure A Western County: 397,400 Rand Finandng 4,894,500 Commuter Assistance Economic Development Highways New Corridors Puh& and Speckked Transit Rail Regionall Arteriak Measure A Coachella Valley: Highways and Regional Arterial Local Streets and Roads Specialized Transit Measure A Palo Verde Valley local Streets and Roads 6484,800 7,637,200 14,199 83,293,300 28,030,100 8,423,300 29,584,400 21,942,400 246)00 114,400 310,700 40,090 Motorist Assistance 5,421,500 State Transit Assistance 32523,400 Local Transportation Fund 74,558,300 TUMF: tETAP 8,684,800 Regional Arterials 19,351,500 Highways 331,399,200 Budget Summary The overall budget for FY 2011/12 is presented in Table 15 by summarized line items, Table 16 by operating and capital classifications, and Table 17 by governmental fund type. Highway, rail, and regional arterial program expenditures by project are summarized in Table 18. 16 • • Table 15 — Budget Comparative by Summarized Line Item FY 2010-2012 FY09/10 PY 10/11 ` - FY 10/11� , 3rrojeoted ` Revenues Measure A Sales Tax LTF Sales Tax STA Sales Tax Federal Reimbursements State Reimbursements Local Reimbursements TUMF Revenue Other Revenue Investment Income TOTAL Revenues Expenditures Personnel Salary and Benefits Professional and Support Professional Services Support Costs TOTAL Professional and Support Costs Projects and Operations Program Operations - General Engineering Construction Design Build Right of Way/land. Operating and Capital Disbursements Special Studies Local Streets and Roads Regional Arterials TOTAL Projects and Operations Debt Service Principal Payments Interest Payments Cost of Issuance TOTAL Debt Service Capital Outlay TOTAL Expenditures Excess (deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Transfers In Transfers Oul Debt Proceeds Bond Discount Net Financing Sources (Uses) Excess (deficiency) of Revenues over (under) Expenditures and Other Financing Sources (Uses) Beginning Fund Balance ENDING FUND BALANCE 114,526,200 56,697,900 12,802,000 15,064,100 10,091,500 1,613,700 8,618,200 1,853,600 5,663,200 226,930,400 5,775,200 9,901,900 4,086,500 13,988,400 10,277,200 41,559,800 14,923,600 3,669,100 12,157,300 56,505,500 1,405,100 34,256,700 11,920,200 186,674,500 57,738,500 5,240,300 130,349,000 193,327,800 124,100 evised,i3wse 114,700,000 56,700,000 28,870,700 25,210,100 830,700 9,300,000 178,000 1,830,000 237,619,500 6,225,000 21,949,700 4,320,800 26,270,500 12,626,400 62,248,300 51,340,600 22,991,000 149,577,800 93,144,400 1,614,700 33,668,400 15,195,000 442,406,600 92,300,000 12,405,000 1,520,000 106,225,000 335,300 $ 114,700,000 56,700,000 21,149,100 23,644,000 2,078,400 6,859,400 _ _ 240,100 3,272,800 228,643,800 — 6,428,300 13,184,200 4,148,800 17,333,000 12,734,700 28,129,600 30,403,800 19,012,000 78,708,100 56,367,200 460,000 33, 256,500 11,000,000 270,071,900 109,584,000 10,615,100 1,441,000 121,640,100 199,300 399,890,000 581,462,400 415,672,600. (172,959,600) (343,842,900) (187,028,800)i 104,833,200 (104,833,200) 268,284,000 11000,000,�. $ "56,700;000,- � _9,537,i5p0-: 650,700 o-,?atl ;;;NO 00_ 00'' 3�300 ,436�E00? s;k4_ 500,000 ,000' 475,200_ t91,300- 9,537,000 (5,220,000) (1,500,000) 533,300 (15,700) 132,200 142,200 3,609,000 0% 0% N/A -18% -6% 64% 0% 74% 8% 2% 196,300 3% (5,010,400) 1,115,800 (3,894,600) 4,356,700 (19,887,600) 7,537,000 6,447,000 (65,685,800) (6,727,900) (863,700) (500,400) 20,000 (75,304,700) (85,800,000) 3,112,000 (1,520,000) (84,208,000) 139,900 (163,071,100) -23% 26% -15% 35% -32% 15% 28% -44% -7% -53% -1% 0% -17% -93% 25% -100% -79% 42% -28% 162,800) 166,680,100 -48°% 270,133,200 163,513,200 160,735,3009 (270,133,200) (163,513,200);T (160735,100) 185,000,000 170,000,000 46,006,900 (967,500)' (109,397,900) -40°% 109,397,900 -40% (145,000,000) -78% N/A 268,284,000 185,000,000 169,032,500 , 40,000,000': (145,000,000) -78% 95,324,400 (158,842,900) (17,996,300) 00)I 21,680,100 -14% 456,243,500 551,567,900 551,567,900 ' `533571,600 (17,996,300) -3% $ 551,567,900 $ 392,725,000 $ 533,571,600 $ 396,408,800( $ 3,683,800 1% 17 Table 16 — Operating and Capital Budget FY 2011/12 Fy 11/12 y O etatin $ud Revenues Measure A Sales Tax LTF Sales Tax STA Sales Tax Federal Reimbursements State Reimbursements Local Reimbursements TUMF Revenue Other Revenue Investment Income TOTAL Revenues Expenditures Personnel Salary and Benefits Professional and Support Professional Services Support Costs TOTAL Professional and Support Costs Projects and Operations Program Operations - General Engineering Construction Design Build Right of Way and Land Operating and Capital Disbursements Special Studies Local Streets and Roads Regional Arterials TOTAL Projects and Operations Debt Service Principal Payments Interest Payments Cost of Issuance TOTAL Debt Service Capital Outlay TOTAL Expenditures Excess (deficiency) of Revenues over (under) Expenditures Other Financing Sources (Uses) Transfers In Transfers Out Debt Proceeds Net Financing Sources (Uses) Excess (deficiency) of Revenues over (under) Expenditures and Other Financing Sources (Uses) Beginning Fund Balance $ 11,365,000 56,700,000 9,537,000 2,551,600 4,263,000 711,600 701,400 85,829,600 3,691,200 3,626,600 4,583,800 8,210,400 7;973,900 86,416,500 671,000 95,061,400 (21,473,600) 31,644,000 (24,538,400) $ 103,335,000 21,099,100 19,447,100 652,400 9,284,300 310,200 1,270,800 155,398,900 2,730,100 13,312,700 852,800 14,165,500 9,009,200 42,360,700 58,877,600 _ 29,438,000 83,892,000 80,000 t 33,168,000 15,215,000 272,040,500 6,50D 000 15,517,000 (155,689,200) 129,091,300 (136,196,900)q, 40,000,000 32,894,400 (14,368,000) (122,794,800) 155,353,900 378,217,700 ENDING FUND BALANCE $ 140,985,900 $ 255,422,900 E? 00` 735,300; 73�,30 ) 0(1 2A00)' 96,406,800 18 • • • Table 17 — Budget by Governmental Fund Type FY 2011/12 ,Special Revenue Cop Revenues Measure A Sales Tax LTF Sales Tax STA Sales Tax Federal Reimbursements State Reimbursements Local Reimbursements TUMF Revenue Other Revenue Investment Income TOTAL Revenues 2,700,000 112,000,000 56,700,000 9,537,000 30,500 23,620,200 663,000 23,047,100 187,200 1,176,800 9,284,300 310,200 60,100 1,550,700 3,640,800 237,226,300 11/1z C.BtitlgeY - $ $ 114,700,000'- 56,700,000 9,537,000' 23,650,700 23,710100 ,1;364,i500;. i9,2$4,3Q0 , �3�.206' 156,200 205,200 . ,1,972,UO,i 156,200 205,200 �,I��'241,228,500 Expenditures Personnel Salary and Benefits 3,225,500 3,195,800 Professional and Support Professional Services 2,490,000 14,449,300 - Support Costs 3,190,300 2,246,300 - TOTAL Professional and Support Costs 5,680,300 16,695,600 - Projects and Operations Program Operations - General 1,465,900 15,517,200 - Engineering - 42,360,700 Construction - 56,977,600 1,900,000 Design Build - 29,438,000 Right of Way/Land - 78,892,000 5,000,000 Operating and Capital Disbursements 22,639,500 63,777,000 - SpecialStudies 671,000 80,000 - - ` ,000 z, Local Streets and Roads - 33,168,000 Regional Arterials 15,215,000 ,2 000`-` TOTAL Projects and Operations 24,776,400 335,425,500 6,900,000 367,101,900:- Debt Service _ - Principal Payments Interest Payments Cost of Issuance TOTAL Debt Service 300,000 Capital Outlay 210,200 TOTAL Expenditures 33,892,400 355,581,900 7,200,000 Excess (deficiency) of Revenues over (under) Expenditures (30,251,600) (118,355,600) (7,043,800) (21,511,800) 6,500,000 300,000 15,217,000 1 ;3 7,000=. 2,017;D00:. 265,000 r975,200 Other Financing Sources (Uses) Transfers In 30,494,000 108,524,300 - Transfers Out (9,200) (85,773,000) Debt Proceeds Net Financing Sources (Uses) Excess (deficiency) of Revenues over (under) Expenditures and Other Financing Sources (Uses) 233,200 (95,604,300) (38,742,800) (3,048,900) (137,162,800), 21,717,000 21,717,000 21,717,000 ' 160,735,300.: (71,699,000) (3,254,100) ,, 0,60,7351300) 40,000,000 .40;000,000 m 30,484,800 22,751,300 (31,699,000) 18,462,900 40;00000 Beginning Fund Balance ENDING FUND BALANCE $ 11,838,500 407,304,700 70,142,000 49,286,400 -.>-533,571,600 12,071,700 $ 311,700,400 $ 31,399,200 $ 41,237,500 $ 396,408;800_ 19 Table 18 — Highway, Regional Arterial, and Rail Programs FY 2011/12 Projects and Operations Bechtel Program Management SCRRA Program Management General (Commuter Assistance) TOTAL PROJECTS -GENERAL Highway Engineering 74/215 Interchange 71/91 Connectors 1-15 Corridor Improvements 1-215 Corridor Improvement (Central Segment)/Scott Road to Nuevo Road 1-215 Southbound to 1-15 Connector Widening Gap Closure Mid County Parkway SR-91 Corridor Improvements SR-91 HOV Lanes/Adams Street to 60/91/215 Interchange Economic Development Project General SUBTOTAL HIGHWAY ENGINEERING Regional Arterial Engineering Various Western County TUMF Regional Arterial Projects SUBTOTAL REGIONAL ARTERIAL ENGINEERING Rail Engineering Perris Valley Line and Other Related Projects Riverside Layover Facility SUBTOTAL RAIL ENGINEERING TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAILENGINEERING Highway Construction SR-74/1-15 to 7th Street 74/215 Interchange 1-215 Corridor Improvements (South Segment)/I-15 to Scott Road SR-74 Curve Widening SR-91/La Sierra Interchange SR-91/Van Buren Interchange SUBTOTAL HIGHWAY CONSTRUCTION Regional Arterial Construction Various Western County TUMF Regional Arterial Projects Various Coachella Valley Highway and Regional Arterial Projects SUBTOTAL REGIONAL ARTERIAL CONSTRUCTION Rail Construction Perris Valley Line and Other Related Projects SUBTOTAL RAIL CONSTRUCTION TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL CONSTRUCTION Highway Design Build SR-91 Corridor Improvements TOTAL HIGHWAY DESIGN BUILD Highway Right of Way and Land 74/215 Interchange 60/215 East Junction HOV Lanes Connector 1-215 Corridor Improvement (Central Segment)/Scott Road to Nuevo Road Mid County Parkway SR-74 Curve Widening SR-74/1-15 to 7th Street 71/91 Connectors SR-91 Corridor Improvements SR-91 HOV Lanes/Adams Street to 60/91/215 Interchange Coachella Valley MSHCP SUBTOTAL HIGHWAY RIGHT OF WAY AND LAND Regional Arterial Right of Way and Land Various Western County TUMF Regional Arterial Projects SUBTOTAL REGIONAL ARTERIAL RIGHT OF WAY AND LAND Rail Right of Way and Land Perris Valley Line and Other Related Projects General SUBTOTAL RAIL RIGHT OF WAY AND LAND TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL RIGHT OF WAY AND LAND GRAND TOTAL HIGHWAY, REGIONAL ARTERIAL, AND RAIL PROGRAMS 21g,200 `. .9)34;100.'., 15,300 p k17.600';7 4 060 24;eaS;9013' 20 uoisspwwg uoppodsuoij Nunn) appurd ZI/ITOZ aeaA !emu la2png pasodoid Commission Policy Goals Resource Estimation Department Goals and Objectives Department Budget Development Budget Compilation Budget Review and Adoption pue iet3uetttl sani�ei�iu� Almow`` Ong y as of declines • Impact on transit operations and capital project needs • Use of TUMF reserves for project expenditures • Issuance of commercial paper in FY 2011/ 12 • Issuance of toll revenue bonds in FY 2012/13 • Use of accumulated reserves for projects and programs • Flexibility to change scope and timing of projects • Small staff with heavy use of consultants • Interfund borrowing policy, if required Beginning Fund Balance Revenues Debt Proceeds Transfers In Total Estimated Sources 241,228,500 40,000,000 160,735,300 Expenditures Debt Service Transfers Out (396,374,300) (22,017,000) (160,735,300) Total Estimated Uses FY 2011/12 $ 533,571,600 441,963,800 (579,126,600) Uses Over Sources (137,162,799) (offset by beginning fund balance) Ending Fund Balance $ 396,408,800 FY 10/11 Revised Budget FY 10/11 FY 11/12 Projected Budget Measure A Sales Tax $ 114,700,000 $ 114,700,000 LTF Sales Tax 56,700,000 56,700,000 STA Sales Tax - 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S'''''b • 'CZ' A' ` ...47' 6be % FY 11/12 Budget m FY 10/11 Projected 62 FY 10/11 Revised Budget <7 K•7•0 c9} .4k. 0 000 oz e 609 'I- c .c• b e z'b0 C> 4"a;9 a e .c.(, .(. .e, ‹, .c.,=, a ts e -, e •,0 .:(- q 4<b s) q-2' ReTC li 4,03%,40,049,0 , ue �a u siz egue43.telui , 0.13S swept//sane~ FY 10/11 Revised Budget FY 10/11 FY 11/12 Projected Budget Personnel Salary and Benefits Professional Services Support Costs Projects and Operations Debt Service Capital Outlay TOTAL Expenditures $ 6,225,000 $ 6,428,300 $ 6,421,300 21,949,700 13,184,200 16,939,300 4,148,800 5,436,600 442,406,600 270,071,900 367,101,900 106,225,000 121,640,100 22,017,000 199,300 475,200 $ 415,672,600 $ 418,391,300 4,320,800 335,300 $ 581,462,400 Personnel Salary & Benefits 3% Support Costs 26% Capital Outlay 42% Professional Services 23% Projects & Operations 17% Debt Service 79% wSpn8 pasinaa II/OI Ad R= papafold II/OI Ad 11 laSpne WIT Ad AellnO lelldeD aDvues 1gaO suolleJad0 pue shafoid sa3lnJa5 slsoD lioddns ieuolssajoad sl0aua8 pue /tiers lauuosaad 1 .L.. ..._ _._... _....,.. 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NOW, THEREFORE, the Riverside County Transportation Commission does hereby resolve as follows: Section 1. The Riverside County Transportation Commission hereby adopts the Investment Policy, as revised on May 11, 2011, and attached as Exhibit A. APPROVED AND ADOPTED this 11th day of May, 2011. Gregory S. Pettis, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon Clerk of the Board 22 INVESTMENT POLICY I. Introduction EXHIBIT A The purpose of this document is to identify policies and procedures that enhance opportunities for a prudent and systcmatic investment program and to organize and formalize investment -related activities. II. Scope It is intended that this Policy cover all funds (except retirement funds) and investment activities under the direction of the Commission. III. Delegation of Authority Pursuant to the Commission's Administrative Code, the Board's management responsibility for the investment program is hereby delegated for a one-year period to the Executive Director who shall monitor and review all investments for consistency with this investment policy. Subject to review, the Board may renew the delegation of authority pursuant to this section each year. The Executive Director may delegate these duties to his designee ("Chief Financial Officer"). The Commission may delegate its investment decision making and execution authority to an investment advisor. The advisor shall follow this Policy and such other written instructions as are provided. IV. Prudence All persons authorized to make investment decisions on behalf of the Commission are subject to the prudent investor standard. Investments shall be made with care, skill, prudence and diligence under circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Commission that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Commission. 23 Authorized individuals acting in accordance with this Policy and written procedures and exercising due diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion. V. Objective The Commission's primary investment objectives, in priority order, shall be: 1. Safety. Safety of principal is the foremost objective of the investment program. Investments of the Commission shall be undertaken in a manner that seeks to ensure preservation of capital in the portfolio. 2. Liquidity. The investment portfolio of the Commission will remain sufficiently liquid to enable the Commission to meet its cash flow requirements. 3. Return on Investment. The investment portfolio of the Commission shall be designed with the objective of maximizing return on its investments, but only after ensuring safety and liquidity. active - ratkler--tipzhan.-pc ssiye-r"r a-nagement-ef ^,- t-te s. The Commission may from time to time sell securities that it owns in order to better reposition its portfolio assets in accordance with updated cash flow schedules, yield curve optimizations, yield opportunities existing between market sectors, or simply market timing. VI. Investments California Government Code Section 53601 governs the investments permitted for purchase by the Commission. Within the investments permitted by Code, the Commission seeks to further restrict eligible investments to the investments listed in Section VI.1 below. Percentage limitations, where indicated, apply at the time of purchase. Percentage holdings with any one non-U.S. Government issuer or non -Federal Agency issuer are further restricted to a maximum of 10% (direct and indirect commitments). Rating requirements where indicated, apply at the time of purchase. In the event a security held by the Commission is subject to a rating change that brings it below the minimum specified rating requirement, the Chief Financial Officer shall notify the Board of the change. The course of action to be followed will then be decided on a case -by -case basis, Revised May 11, 2010May 11, 2011 • • 24 • • considering such factors as the reason for the rate drop, prognosis for recovery or further rate drops, and the market price of the security. 1. Eligible Investments A. U.S. Government Issues. United States Treasury notes, bonds, bills, or certificates of indebtedness, or those for which the faith and credit of the United States are pledged for the payment of principal and interest. B. Federal Agency Securities. Federal agency or United States government -sponsored enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government -sponsored enterprises. C. Municipal Bonds. Registered treasury notes or bonds of any of the other 49 United States, in addition to California, payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to California. Such securities must have ratings from at least two of three ratings as follows: "Aa3" by Moody's Investors Service, or "AA-" by Standard & Poor's, or "AA-" by FitchRatings; or as otherwise approved by the Commission. Registered general obligation treasury notes or bonds of any of the 50 United States. Such securities must have ratings from two of three ratings as follows: at least "A-2Aa3" by Moody's Investors Service, or "AA-" by Standard & Poor's, or "AA-" by FitchRatings; or as otherwise approved by the Commission. Adjustable rate registered treasury notes or bonds of any of the 50 United States, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to California. Such securities must have ratings from at least two of three ratings as follows: "P-1 " by Moody's Investors Service, or "A-1 +" by Standard & Poor's, or "F-1 +" by FitchRatings; or as otherwise approved by the Commission. Revised May 12, 2010May 11. 2011 25 Adjustable rate notes or bonds warrants, or other evidences of indebtedness of any local agency within the State of California with a minimum rating of either "P-1 " by Moody's Investors Service, or "A-1 +" by Standard & Poor's, or "F-1 +" by FitchRatings, including bonds, notes, warrants, or other evidences of indebtedness payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by either the local agency, a department, board, agency, or authority of the local agency, or of any local agency within this state. Taxable or tax-exempt bonds, notes, warrants, or other evidences of indebtedness of any local agency within the State of California with a minimum rating of either "Aa3" by Moody's Investors Service, or "AA-" by Standard & Poor's, or "AA-" by FitchRatings (the minimum rating shall apply to the local agency, irrespective of any credit enhancement), including bonds, notes, warrants, or other evidences of indebtedness payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by either the local agency, a department, board, agency, or authority of the local agency, or of any local agency within this state. Investments in municipal bonds are further limited to 15% of surplus funds. Repurchase Agreements. Repurchase agreements are to be used solely as short-term investments not to exceed 30 days. The Commission may enter into repurchase agreements with primary government securities dealers rated "A" or better by two nationally recognized rating services. Counterparties should also have (i) a short-term credit rating of at least A-1 /P- 1; (ii) minimum assets and capital size of $25 billion in assets and $350 million in capital; (iii) five years of acceptable audited financial results; and (iv) a strong reputation among market participants. The following collateral restrictions will be observed: Only U.S. Treasury securities or Federal Agency securities, as described in V.1 A and B, will be acceptable collateral. All securities underlying repurchase agreements must be delivered to the Commission's custodian bank versus payment or be handled under a properly executed tri-party repurchase agreement. The total market value of all collateral for each repurchase 1 Revised May 12, 2010May 11, 2011 • 26 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation. Investments in commercial paper are limited to a maximum of 30% of surplus funds. G. Banker's Acceptances. Banker's acceptances issued by domestic or foreign banks, which are eligible for purchase by the Federal Reserve System. Purchases of banker's acceptances may not exceed 180 days maturity. Eligible banker's acceptances are restricted to issuing financial institutions with short-term paper rated in the highest category by one or more nationally recognized rating service. Investments in banker's acceptances are further limited to 40% of surplus funds with no more than 30% of surplus invested in the banker's acceptances of any one commercial bank. Money Market Mutual Funds. Shares of beneficial interest issued by diversified management companies that are money market funds registered with the Securities and Exchange Commission under the Investment Company Act of 1940 (15 U.S.C. Sec. 8Oa-1, et seq.) and that invest solely in U.S. treasuries, obligations of the U.S. Treasury, and repurchase agreements relating to such treasury obligations. The Commission may invest in shares of beneficial interest issued by accompany shall have met either of the following criteria: (1) Attained the highest ranking or the highest letter and numerical rating provided by not less than two nationally recognized rating services. (2) Retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years' experience managing money market mutual funds with assets under management in excess of five hundred million dollars ($ 500,000,000). The purchase price of shares of beneficial interest purchased pursuant to this subdivision shall not include any commission that the companies may charge. Investments in Money Market Mutual Funds are further limited to 20To of surplus funds. I. Riverside County Pooled Investment Fund ("RCPIF"). The Commission may invest in the Riverside County Pooled Investment Fund. As on -going due diligence, the Chief Financial Officer shall obtain the information listed below: Revised Ma; 12, 2010May 11. 2011 • 28 • • A description of eligible investment securities and a written statement of investment policy. • A description of the interest calculation, the frequency of interest distributions, and the treatment of gains and losses in the portfolio. • A description of how often the securities are priced, how the securities are safeguarded, and the audit arrangements. • A description of who may invest in the program, how often they may invest, and what size deposits and withdrawals are allowed. • A schedule for receiving statements and portfolio listings. • A fee schedule, and when and how fees are assessed. • The composition of the investment fund for each reporting period. J. State of California Local Agency Investment Fund ("LAIF"). The Commission may invest in LAIF. As on -going due diligence, the Chief Financial Officer shall obtain the information listed below: • A description of eligible investment securities and a written statement of investment policy. • A description of the interest calculation, the frequency of interest distributions, and the treatment of gains and losses in the portfolio. • A description of how often the securities are priced, how the securities are safeguarded, and the audit arrangements. • A description of who may invest in the program, how often they may invest, and what size deposits and withdrawals are allowed. • A schedule for receiving statements and portfolio listings. • A fee schedule, and when and how fees are assessed. • The composition of the investment fund for each reporting period. K. Certificates of Deposit. Negotiable Certificates of Deposit (NCD's): NCDs are money market instruments issued by a bank. They specify that a sum of money has been deposited, payable with interest to the bearer of the certificates on a certain date. NCDs are issued by nationally or state chartered bank or state or federal savings and Revised Ma; 12,',010May 11, 2011 29 loan association. All purchases must be from institutions rated by a nationally recognized rating organization, as designated by the U.S. Securities and Exchange Commission. The maturity of NCDs shall not exceed 180 days to maturity, and purchases of NCDs shall not exceed fifteen percent (15%) of the Commission's investment portfolio. NCDs shall be evaluated in terms of the credit worthiness of the issuing institution, as these deposits are uninsured and uncollateralized promissory notes. FDIC -insured Certificates of Deposit: The principal amount of the investment must be federally insured through the Federal Deposit Insurance Corporation (FDIC). No more than the prevailing FDIC insured coverage amount may be invested with any one deposit. Certificates of Deposit placed through the Certificate of Deposit Account Registry Service (CDARS) shall be considered fully insured, assuming that the total amount invested with any participating bank is limited to the prevailing FDIC insured coverage amount. Interest on the principal must be paid to the Commission at least annually. The placement of Certificates of Deposit with local banks that qualify in accordance with Government Code section 53601(h) is encouraged. The Commission, at its discretion, may invest a portion of its surplus funds in certificates of deposit at a commercial bank, savings bank, savings and loan association, or credit union using a private sector entity to assist in the placement of such certificates, provided that it complies with Government Code Section 53601.8. Such investments may not exceed in total twenty percent (20%) of the Commission's funds invested pursuant to Government Code Sections 53601.8, 53635.8 and 53601, and shall have a maximum maturity of one year from the date of the deposit. Collateralized Certificates of Deposit: For investments exceeding $100,000, there will be a waiver of collateral for the first $100,000 deposited and protected by FDIC insurance. The remainder of the deposit shall be fully collateralized by U.S. Treasury and Federal Agency securities having maturities less than five years. The District must receive written confirmation that these securities have been pledged in repayment of the time deposit. The securities pledged as collateral must have a current market value greater than the dollar amount of the deposit in keeping with the ratio requirements specified in Section 53652 of the Government Code. Additionally, a Revised May 12, 2010May 11, 2011 • 30 • • statement of the collateral shall be provided to the Commission on a monthly basis. Such investments may not exceed in total fifteen percent (15%) of the Commission's funds invested pursuant to Government Code Sections 53601.8, 53635.8 and 53601, and shall have a maximum maturity of one year from the date of the deposit. L. Time Deposits. Federal Deposit Insurance Corporation insured money market savings accounts or time deposits which are deposited through depository institutions which are participants of the Money Market Insured Deposit Account Service ("MMIDAS"). 2. Eligible Investments for Bond Proceeds Bond proceeds shall be invested in securities permitted by the applicable bond documents. If the bond documents are silent as to permitted investments, bond proceeds will be invested in securities permitted by this Policy. With respect to maximum maturities, the Policy authorizes investing bond reserve fund proceeds beyond the five years if prudent in the opinion of the Chief Financial Officer. 3. Ineligible Investments As provided in California Government Code Section 53601.6, the Commission shall not invest any funds in inverse floaters, range notes, mortgage derived interest -only strips or in any security that could result in zero interest accrual if held to maturity. The purchase of any security not listed in Section V1.1 above, but permitted by the California Government Code, is prohibited unless the Board approves the investment either specifically or as a part of an investment program approved by the Board. Revised May 12, 2010Mav 11, 2011 31 • • Yield to maturity • Credit quality, as determined by one or more nationally recognized credit rating services, of each investment • Average duration of portfolio • Listing of all investment transactions during the quarter • A statement that the portfolio complies with the investment policy, or the manner in which the portfolio is not in compliance • A statement denoting the ability of the Commission to meet its liquidity requirements for the next six months, or provide an explanation as to why sufficient money shall, or may not be, available. X. Investment Procedures The Chief Financial Officer, as the Board's designee, is responsible for ensuring compliance with the Commission's investment policies and establishing written procedures and internal controls for the operation of the investment program. No person may engage in investment transactions except as provided under the terms of this Policy and the written procedures established by the Chief Financial Officer. The written procedures should address: delegation of authority to subordinate staff members, control of collusion, separation of transaction authority from accounting and record keeping, written confirmations of transactions, reconciliation of custody statements, and wire transfer procedures and agreements. An independent analysis by an external auditor shall be conducted annually to review internal control, account activity, and compliance with policies and procedures. XI. Authorized Broker Dealers and Financial Institutions The Chief Financial Officer shall maintain a list of authorized broker/dealers and financial institutions which are approved for investment purposes. It shall be the Commission's policy to purchase securities only from those authorized institutions and firms. Separate lists shall be maintained for broker/dealers and financial institutions approved for repurchase agreements and those approved for the purchase of other securities. If an investment advisor is used, they may use their own list of approved broker/dealers and financial institutions for investment purposes. To be eligible, a firm must meet the following minimum criteria: (i) an institution licensed by the state as a broker -dealer, or from a member of a federally regulated securities exchange, from a national or state -chartered bank, from a federal or state association or from a brokerage firm designated as a primary government dealer by the Federal Reserve bank; and (ii) all broker/dealer firms and individuals must be properly registered with the Revised May 12, 2010May 11, 2011 33 NASD and/or SEC to transact business in the relevant geographic locations and product sectors. In addition, counterparties for Repurchase Agreements shall be limited to primary government securities dealers rated "A" or better by two nationally recognized rating services. Counterparties shall also have (i) a short-term credit rating of at least A-1/P-1; (ii) minimum assets and capital size of $25 billion in assets and $350 million in capital; (iii) five years of acceptable audited financial results; and (iv) a strong reputation among market participants. The Chief Financial Officer shall select broker/dealers and other financial institutions on the basis of the firm's expertise and credit worthiness. The Commission shall annually send a copy of the current investment policy to all dealers approved to do business with the Commission. Each broker dealer or financial institution that has been authorized by the Commission shall be required to submit and annually update a Broker/Dealer Questionnaire which includes the firm's most recent financial statements. The Chief Financial Officer shall maintain a file for each firm approved for investment purposes, which includes the most recent Broker/Dealer Questionnaire. XII. Safekeeping and Custody To protect the Commission's assets, all securities owned by the Commission shall be held in safekeeping in the Commission's name by a third party bank trust department, acting as agent for the Commission under the terms of a custody agreement executed by the bank and the Commission. All securities will be received and delivered using standard delivery versus payment (DVP) procedures; the Commission's safekeeping agent will only release payment for a security after the security has been properly delivered. Physical delivery securities shall be avoided whenever possible, as book entry securities are much easier to transfer and account for since actual delivery of a document never takes place. In addition, delivered securities must be properly safeguarded against loss or destruction. The potential for fraud and loss increases with physically delivered securities. XIII. Ethics and Conflicts of Interest The Commission adopts the following policy concerning conflicts of interest: 1. Officers and employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program or which could impair their ability to make impartial investment decisions. I Revised lvlay 12, 2010May 11, 2011 • • 34 • 2. Officers and employees involved in the investment process shall disclose any material financial interest in any financial institution that conducts business with the Commission, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the Commission's portfolio. 3. Officers shall refrain from undertaking personal investment transactions with the same individual with whom business is conducted on behalf of the Commission. XIV. Investment Policy Review The Chief Financial Officer shall annually render to the Board a statement of investment policy, which the Board must consider at a public meeting. Any changes to the policy shall also be considered by the Board at a public meeting. Revised May 12, 2010May 11, 2011 35 • RIVERS/DE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Agreements to Thompson, Cobb, Bazilio & Associates, P.C., and Macias Gini O'Connell LLP for Audit Services for the Measure A Recipients and Transportation Development Act Claimants BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 11-19-063-00 to Thompson, Cobb, Bazilio & Associates, P.C. (TCBA) to perform audit and related services pertaining to the Western County Measure A recipients and Transportation Development Act (TDA) claimants for a three-year term, and two one-year options to extend the agreement, for the amount of $576,400, plus a contingency amount of $57,600 for additional services that may be required due to additional recipients or claimants to be audited, for a total amount not to exceed $634,000; 2) Award Agreement No. 11-19-103-00 to Macias Gini & O'Connell (Macias) to perform audit and related services pertaining to the Coachella Valley and Palo Verde Valley (Eastern County) Measure A recipients and TDA claimants for a three-year term, and two one-year options to extend the agreement, in the amount of $443,740, plus a contingency amount of $44,260 for additional services that may be required due to additional recipients or claimants to be audited, for a total amount not to exceed $488,000; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. BACKGROUND INFORMATION: In March 2008, the Commission approved the selection of Mayer Hoffman McCann P.C. (MHM) to perform audit services, including agreed -upon procedures, for the Measure A recipients and TDA claimants for an initial three-year term and two Agenda Item 8B 36 one-year options to extend the agreement. The initial term of the MHM contract expires with the conclusion of the FY 2009/10 audits, which is anticipated by May 13, 2011. Staff has elected to not exercise the first one-year option period under the MHM contract. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposals with price and technical factors considered. Non -price, technical factors include elements such as experience, qualifications, personnel, and a proposer's ability to respond to the requirements set forth under the terms of Request for Proposals (RFP) No. 11-19-063-00. RFP No. 11-1,9-063-00 for the provision of audit services related to the Measure A recipients/TDA claimants in the Western County and Eastern County was issued on March 3, 2011. The deadline for submittal of proposals was March 31, 2011. Staff responded to all questions from potential offerors, and four firms (TCBA, Macias, Crowe Horwath, and Caporicci & Larson) submitted responsive proposals prior to the deadline. An evaluation committee was appointed to review the proposals received. The evaluation committee members included various Commission staff and a representative from SunLine Transit Agency, one of the Measure A recipients and TDA claimants. Based on the committee's evaluation of the written proposal submittals, and pursuant to the terms of the evaluation criteria included in the RFP, the committee selected TCBA and Macias to provide the services described in the RFP for the Western County and Eastern County, respectively. The committee determined that both firms were qualified to perform the audit and related services and had an appropriate understanding of the scope and requirements related to the Measure A and TDA audit services. Furthermore, the cost proposals for these services in the aggregate were comparable to the fees for the FY 2009/10 services provided by MHM and were among the lowest costs proposed. For the maximum five-year contract period, TCBA's cost for the Western County audits is $576,400 and Macias' cost for the Eastern County audits is $443,740. A 1 U% contingency is recommended for additional recipients or claimants that may be included in the scope of work. Due to the volume of work to be performed and the number of reports to be issued, the evaluation committee decided to divide the audit services between the two firms in order to ensure the timely completion of the audits and agreed -upon procedures. The Commission's standard form professional services agreement, in substantially the form attached hereto, will be entered into with each consultant Agenda Item 8B • 37 • • subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Based on the results of the evaluation process for the required audit services, staff recommends approval of these two audit firms for contracts with initial three-year terms and two one-year options to extend the amount. The FY 2011/12 budget to be approved at the Commission's June 2011 meeting includes these audit service expenditures. Financial Information In Fiscal Year Budget: N/A N/A Year: FY 201 1 /12 FY 2012/13+ Amount: $222,000 $900,000 Source of Funds: Measure A, LTF Budget Adjustment: N/A N/A GL/Project Accounting No.: 001001 65401 00000 0002 101 19 65401 Fiscal Procedures Approved: n Date: 04/18/11 Attachment: Standard Form Professional Services Agreement Agenda Item 8B 38 • • Agreement No. 11-19-063-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR MEASURE A RECIPIENT AND TRANSPORTATION DEVELOPMENT ACT CLAIMANT AUDIT AND RELATED SERVICES WITH [ CONSULTANT ] 1. PARTIES AND DATE. This Agreement is made and entered into this day of 2011, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [ NAME OF FIRM j ("Consultant'), a j LEGAL STATUS OF CONSULTANT e.g., CORPORATION ]. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional Consultant, experienced in providing audit services to public clients and is familiar with the scope of services of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services on the Measure A recipient and Transportation Development Act claimants ("Project') as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 3.2 Term. The term of this Agreement shall be from May 12, 2011 to April 30, 2014, unless earlier terminated as provided herein. Commission shall have the option, in its sole discretion, to extend the term of this Agreement for two (2) additional one (1) year periods, through April 30, 2016, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules 17336 0000515928036.2 l 39 and deadlines. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the terrn of this Agreement, and in accordance with a schedule to be mutually agreed upon by both parties ("Schedule"). Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Consultant' Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent Consultant basis and Consultant is not an employee of 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 not be employees of Commission and 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 under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel or Sub -Consultants. Consultant has represented to Commission that certain key personnel and sub -Consultants will perform and coordinate the Services under this Agreement. Should one or more of such personnel or sub - Consultants become unavailable, Consultant may substitute other personnel or sub -Consultants of at least equal competence and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel or sub -Consultants, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel and sub -Consultants for performance of this Agreement are as follows: 3.7 Commission's Representative. Commission hereby designates its Chief Financial Officer, or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates r INSERT NAME OR TITLE ], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and 17336.00005\5928036.2 2 40 • procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, Consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subConsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subConsultants 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 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. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. 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 Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shalldefend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section. In addition, Consultant shall not allow any subConsultant to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 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 subConsultants. Consultant shall also require all of its subConsultants 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: 17336.00005\5928036.2 3 41 (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) 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; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12..3 Professional Liability. Consultant shall procure and maintain, and require its sub -Consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim. 3.12.4 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. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, 17336.0000515928036.2 4 • 42 • • officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and, (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 3.12.5 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 expenses. 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.13 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 subConsultants, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto. The total compensation shall not exceed j INSERT WRITTEN DOLLAR AMOUNT ] ($( INSERT NUMERICAL DOLLAR AMOUNT 1) without written 17336.0000515928036.2 5 43 approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or.; copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement fora period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 17336.0000515928036.2 6 • 44 • • 3.17 Delivery of 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 rd 4080 Lemon Street, 3 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. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Audit Reports. All final and draft, if any, audit reports, and exhibits thereto, fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, prepared by or on behalf of Consultant under this Agreement ("Audit Reports") shall become the property, of Commission upon the completion of the term of this Agreement. Consultant shall have the right to retain copies of all such Audit Reports for its records but may not use any such Audit Reports other than in the performance of services under this Agreement without the separate written consent of the Executive Director of the Commission, unless otherwise required by federal or state law. All documents pertaining to Services under this Agreement, including audit workpapers, will be made available to Commission for viewing or copying upon request, during normal business hours. Notwithstanding the foregoing, in accordance with applicable state and federal guidelines, any audit workpapers of a proprietary nature will be available only for viewing and not for copying. The working papers for this engagement are the property of the Consultant. However, other government audit staffs and the U.S. General Accounting Office may request access to the audit working papers. In that event, Consultant shall advise the Commission in writing that the regulator has requested access to (and possibly copies of the audit documentation and whether the Consultant intends to comply with such request.) Any compliance with such request shall be in conformity with American Institute of Certified Public Accountants Professional Standards, particularly AU Section 9339, as amended. Consultant shall maintain the working papers for a period of at least three (3) years after the date of the issuance of the report, or for a longer period if Consultant is requested to do so by the cognizant or oversight agency. Access to requested workpapers will be provided under the supervision of the Consultant audit personnel and at a location designated by Consultant: 17336.00005\5928036.2 7 45 3.18.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold Commission, its directors, officials, officers, employees, Consultants, agents and volunteers 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 any alleged negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, Consultants and Consultants arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's 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 or its directors, officials, officers, employees, Consultants, agents and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its directors, officials, officers, employees, Consultants, agents and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its directors, officials, officers, employees, Consultants, agents and/or volunteers, for any and all legal expenses and costs 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 or its directors, officials, officers, employees, Consultants, agents and volunteers. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 17336.0000515928036.2 8 46 • • 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other Consultants in connection with this Project. 3.26 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. 3.27 Prohibited Interests. 3.27.1 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, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any 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. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 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. 17336.0000515928036.2 9 47 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR MEASURE A RECIPIENT AND TRANSPORTATION DEVELOPMENT ACT CLAIMANT AUDIT AND RELATED SERVICES WITH j CONSULTANT 1 IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION [INSERT NAME OF CONSULTANT] By: Gregory S. Pettis, Chair Signature APPROVED AS TO FORM: By: Best Best & Krieger LLP General Counsel 17336.0000515928036.2 Name Title ]0 • • 48 • • • Exhibit "A" Scope of Services A. General The Riverside County Transportation Commission (Commission) is issuing this Request for Proposal in order to secure services from a Consultant(s) of certified public accountants to perform financial and compliance audits of the Commission's Transportation Development Act (TDA) claimants and agreed -upon procedures for the Commission's Measure A recipients, as presented in Section 1.0 Introduction and Background, for the fiscal years ending June 30, 2011, 2012, and 2013, with the options of performing such services for two (2) additional one-year terms. The cost proposal shall present all inclusive audit fees for each year of the contract term and the two one-year options. The selected audit Consultant (Consultant) will be responsible for the audits and agreed -upon procedures for the jurisdictions presented in Section 1.0 Introduction and Background and report directly to the audit oversight committee designated by the Commission. The Chief Financial Officer is designated as the coordinator of the work and may appoint the Accounting and Human Resources Manager to coordinate day-to-day oversight. The Chief Financial Officer will serve as the liaison to the audit oversight committee designated by the Commission. The audits are to be performed by the Consultant(s) in accordance with generally accepted auditing standards, including use of the most current version of each of the following standards and guidelines: • The standards set forth for financial audits in the General Accounting Office's (GAO) Government Auditing Standards; • The provisions of the federal Single Audit Act of 1984, the Single Audit Act Amendments of 1996, the U.S. Office of Management and Budget Circular A-133, Audits of States, Local Governments, and Non -Profit Organizations, as applicable; • Measure A conformance requirements (Section H); • Transportation Development Act regulations (Section I); and • Proposition 1 B Compliance Requirements (Section J). B. Scope of Work to be Performed TDA funding is provided for transit operators (Article 4 and State Transit Assistance), bicycle and pedestrian projects (Article 3), and local streets and roads (Article 8), while Measure A funding is provided for local streets and roads and for specialized transit. Funding allocations are determined as follows: • TDA Transit operating and capital allocations are approved annually by the Commission in July based on the submittal of each transit operator's Short -Range Transit Plan. The transit operators also may receive Proposition 1 B funding for capital/rehabilitation and/or security projects through Ca!trans and the California Department of Emergency Management Agency (CaIEMA), respectively. (Two of these transit operators, Riverside Transit Agency and city of Beaumont, have elected to engage their own auditors and are not included in the scope of services.) 17336.0000515928036.2 Exhibit "A" - 1 49 • TDA bicycle and pedestrian project allocations are approved annually by the Commission in July based on a call for projects. Claimants may request disbursement of their allocations by the Commission in accordance with the Commission's policies. • TDA local streets and roads funding is allocated only to the Palo Verde Valley area (city of Blythe and County of Riverside for unincorporated area) after an unmet transit needs hearing is held in the Palo Verde Valley. The Commission does not anticipate any future allocations to these jurisdictions. • Measure A local streets and roads funding is allocated to the cities and the county of Riverside, as specified in Measure A. (City of Beaumont is not included in scope of services as noted above.) • Measure A specialized transit allocations are approved biennially by the Commission in May based on a call for projects. The selected Consultant(s) will be required to perform the following tasks: • Audit of the transit (Article 4 and State Assistance funding) and transportation (Articles 3 and 8 funding) financial statements of the jurisdictions receiving TDA funds in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the California Code of Regulations Sections 6661 and 6751 (TDA); and Proposition 1B audit guidelines specified by Ca!trans and CaIEMA. Apply certain limited procedures on the methods of measurement and presentation of the management discussion and analysis (MDA) and the required supplementary information (RSI) for SunLine Transit Agency (SunLine). • Audit of SunLine to satisfy the requirements imposed by the Single Audit Act, as amended, and U.S. Office of Management and Budget (OMB) Circular A-133 and OMB's Compliance supplement titled Uniform Requirements for Grants to State and Local Governments, assuming a single major program. • Performance of agreed -upon procedures similar to those performed for the Fiscal Year 2009/10 (Section F) solely to assist the Commission in evaluating the applicable jurisdictions' Measure A Transportation Funds and degree of their compliance with the Commission's requirements of the Measure A local streets and roads program. • Performance of agreed -upon procedures similar to those performed for the Fiscal Year 2009/10 (Section G) solely to assist the Commission in evaluating the applicable jurisdictions'/agencies' Measure A Specialized Transit Funds and degree of their compliance with the Commission's requirements of the Measure A specialized transit program. • Summarization of the results of the audits and agreed -upon procedures, including findings and observations, for discussion with audit oversight committee designated by the Commission. C. Reports to be Issued Following completion of the audits and agreed -upon procedures and a review of the draft reports by the Commission, the Consultant shall issue: 17336.00005\5928036.2 Exhibit "A" - 2 • • 50 Planning meetings — The Consultant shall meet with the audit oversight committee designated by the Commission at least once a year upon completion of the audits and agreed -upon procedures. The audit oversight committee will be informed of each of the following: 1) The Consultant's responsibility under generally accepted auditing standards; 2) The Consultant's approach to the work performed; 3) Disagreements with management; 4) Management consultation with other accountants; 5) Major issues discussed with management prior to retention; 6) Difficulties encountered in performing the work; and 7) Results of the work performed. E. Audit Schedule The work to be performed at the jurisdictions and agencies shall be arranged with the individual jurisdiction or agency after the conclusion of a planning meeting with the Commission and the Commission's issuance of audit notification letters to each jurisdiction and agency. While some entities may be ready for the initiation of the work activities in August, the work should be scheduled for no later than November 15 of each year. Barring unforeseen circumstances, the Consultant must conduct the work activities and provide all required reports and information to the Commission no later than December 31 of each year. The TDA audits are required to be submitted to the State Controller by December 31 of each year; however, an extension may be granted by the Commission for no more than 90 days. The Commission's policy for Measure A reports follows the TDA requirement; however, a formal extension is generally not issued. The Consultant shall keep the Commission apprised on the status of the audits and any issues which have been encountered. The Commission will provide assistance, to the extent necessary and/or possible, to resolve such issues. The Chief Financial Officer shall review and approve each report prior to issuance. F. Measure A Proposed Local Streets and Roads Agreed -Upon Procedures (applied to FY2009/10) 1. Review the 2009 Measure A (Ordinance 02-001) compliance requirements. Western County jurisdictions are required to participate in the Transportation Uniform Mitigation Fee (TUMF) program and in the Multi -Species Habitat Conservation Plan (MSHCP), which are administered by the Western Riverside Council of Governments (WRCOG) and the Western Riverside County Regional Conservation Authority (RCA), respectively. Coachella Valley jurisdictions are required to participate in the TUMF program administered by the Coachella Valley Association of Governments (CVAG). Obtain from RCTC the approved Five -Year Capital Improvement Plan (CIP) for the fiscal year. 3. Obtain from the jurisdiction a detail general ledger and balance sheet for the fiscal year. 17336.00005 \ 5928036 2 Identify as to the amount of Measure A cash and investments recorded at the end of the fiscal year. Exhibit "A" - 4 • • 52 • b. Identify any amounts due from other funds. c. Identify any reservations or designations of ending fund balance for the Measure A activity. d. Identify the existence of any restatement of Measure A fund balance; inquire of management as to the reason for any restatement. 4. Obtain an operating statement for the Measure A activity for the fiscal year, including budget amounts; include the operating statement as an exhibit to the report. a. Review the revenues in the operating statement. i. Inquire of management as to what fund is used to record Measure A revenues received from RCTC and identify what the total revenues were for the fiscal year. ii. Obtain from RCTC a listing of Measure A payments to the jurisdiction. 1. Compare the Measure A sales 'tax revenues recorded by the jurisdiction to the listing of payments made by RCTC. iii. Obtain from the jurisdiction an interest allocation schedule for the fiscal year. 1. Identify the allocation amount of interest income to Measure A activity and what the amount of interest income was for the fiscal year. b. Review the expenditures in the operating statement. i. Inquire of management as to what fund is used to record Measure A expenditures and what the total expenditures were for the fiscal year. ii. Select expenditures for testing that comprise at least 20% of the total expenditures. 17336.0000515928036.2 1. For the expenditures selected for testing, compare the dollar amount listed on the general ledger to the supporting documentation. 2. For the expenditures selected for testing, review the 5-Year CIP and note if the project is included in the 5-Year CIP and is an allowable cost. iii. Inquire of management as to the nature of any transfers recorded in the Measure A fund. Exhibit "A" - 5 53 iv. Inquire of management as to the amount of indirect costs, if any, included in expenditures. 5. Compare the budgeted expenditures to actual amounts; inquire of management as to the nature of significant budget variances. 6. Obtain from RCTC a listing of jurisdictions who participate in the Western County or Coachella Valley TUMF programs. a. If the jurisdiction is a participant in the TUMF program, select at least one disbursement for validation as to the amount remitted to WRCOG or CVAG, as applicable. b. Indicate the total amount of TUMF fees collected and remitted during the fiscal year. 7. Obtain from RCTC a listing of jurisdictions who participate in the Western County MSHCP program. a If the jurisdiction is a participant in the MSHCP program, select at least one disbursement for validation as to the amount remitted to RCA, as applicable. b. Inquire of management as to the existence of any fees collected in prior years and not remitted to RCA as the end of the fiscal year. Indicate the total amount of MSHCP fees collected and remitted during the fiscal year. 8. Obtain from RCTC the MOE base year requirement. (Note that new MOE base year amounts will be established and effective beginning FY2011/12.) a. Obtain a copy of schedule 3 from the annual street report. (Note that beginning in FY2011/12, the General Fund general ledger will be required instead of the street report.) b. Compare the amount of discretionary funds spent per the street report to the MOE base requirement. c. If the amount of discretionary funds spent is less than the MOE base requirement (MOE deficiency), determine the amount of any prior year MOE carryover using the FY 2009 report and reduce the MOE deficiency by any available MOE carryover to determine an adjusted current year expenditure amount. G. Measure A Proposed Specialized Transit Agreed -Upon Procedures (applied to FY2009/10) 1. Obtain specialized transit grant funding agreement from RCTC, including exhibit of budget submitted with funding application, amount of Section 5316 Jobs Access 17336.0006 5928036.2 Exhibit "A" - 6 54 • Reverse Commute (JARC)/Section 5317 New Freedom federal funds, and matching requirements. a. Inquire of management as to the accounting and identification of Measure A funded programs including 5316 and 5317 funded programs. b. Inquire of management as to whether the accounting of Measure A funds received by the Agency were accounted for separately or commingled with other programs and/or funding sources (other than 5316 and 5317 programs). 2. Obtain monthly reporting package for third, sixth, ninth, and last months of the annual reporting period. a. Recalculate totals on reporting packages. b. Inquire of management as to the accomplishment of the following applicable program goals and source of documentation for accomplishing program goals. Agree third, sixth, and ninth month reports provided by RCTC to source documents from agency as to total passenger one-way trips made or number of people served. c. Include a summary of revenues and expenses for the fiscal year compared to budgeted amounts (in format of monthly reporting package) as an exhibit. d. For the exhibit summary of revenues and expenses, calculate variances of budgeted amounts compared to actual amounts in terms of dollars and percentages. For variances greater than 10%, inquire of management as to the existence of approval from RCTC. 3. Determine if funding agreement includes federal JARC or New Freedom funds. If agency was eligible for such federal funds, perform the following procedures: a. Inquire of management if the agency provides charter service or school bus service. b. Inquire of management if the agency has standards and policies related to energy conservation. c. Inquire of management if the agency has standards and policies related to clean water and clean air and if any violations were reported. d. Inquire of management if the agency has acquired rolling stock with federal funds. If rolling stock has been acquired with federal funds, inquire if bus testing and pre -award and post delivery audit requirements were followed. e. Inquire of management if the agency received a federal award greater than $100,000. If the federal award is greater than $100,000, inquire of management if the federal certification for lobbying activities was filed. 17336.0000515928036.2 Exhibit "A" - 7 55 f. Inquire of management if the agency has retained documents pertaining to this funding agreement. g. Inquire of management if any employee or subconsultant funded by the federal award worked in excess of forty hours n a workweek and if compensation for such excess was at a rate not less than one and one-half times the basic rate of pay. h. Inquire of management if the agency, its principal, or affiliates are excluded or disbarred (suspension and debarment) in accordance with federal regulations. i. Inquire of management if the agency complies with federal privacy requirements. j. Inquire of management if the agency discriminates against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. k. Inquire of management if the agency has contracted with a subconsultant for any -goods or services funded with the federal award. If the agency has such contracts, inquire of management as to the agency's annual Disadvantaged Business Enterprise goal. L Inquire of management if employees funded by a federal award are required to hold commercial driver's licenses and, for those funded by JARC, are included in the agency's drug and alcohol testing program. m. For federal funds presented on the third, sixth, and ninth month reporting packages, compare such amounts to supporting documentation of receipts from Riverside Transit Agency or SunLine Transit Agency. 4. Determine if funding agreement includes requirement for matching contributions. If agency was required to provide matching contributions, perform the following procedures: a. Review RCTC's policy on qualifying in -kind matching contributions. b. Inquire of management how matching requirements per the funding agreement were satisfied (i.e., sources) and what the total dollar value was for cash match and for in -kind matching contributions. Indicate if cash and in -kind matching amounts were met, as applicable. c. If source of match was in -kind contributions, inquire of management as to the following: 17336.00005\5928036.2 i. If such contributions were made by a third party. ii. If such third party contributions were related to property or services which benefited the project or program and which were contributed by third parties without charge to the grantee, or through a modified cost arrangement; Exhibit "A" - 8 • 56 • • iii. If such contributions were necessary and reasonable for the efficient accomplishment of program objectives; and iv. If using volunteer time, a tracking method existed to identify when donated services were provided. d. For in -kind matching contributions presented on the third, sixth, and ninth month reporting packages, compare such contribution amounts to supporting documentation provided by the third party. 5. Obtain amount disbursed to Agency from RCTC for specialized transit grant purposes for the fiscal year. a. Agree amount from RCTC to amount recorded by the agency. 6. Obtain a summary of expenses by major line item incurred by the Agency related to the specialized transit grant; include summary as an exhibit to the report. a. Inquire of management how Measure A expenses are recorded (i.e., direct costs, allocations, or indirect costs). b. Select operating expenses for testing that comprise at least 20% of the total expenses. c. Select all capital expenditures for testing. d. For the expenses/capital expenditures selected for testing, compare the dollar amount listed on the general ledger to the supporting documentation. e. For the expenses/capital expenditures selected for testing, compare the type of expense to the allowable costs included in the funding agreement. f. Compare the summary of expenses/capital expenditures by major line item to the budget included in the funding agreement and note any variances. Inquire of management as to the amount of indirect or overhead costs, if any, included in expenses and compare amount to the budget included in the funding agreement. g• 7. List the total revenues and expenses from the last month reporting package and calculate the difference between funding received and expenses/capital expenditures incurred. 8. Inquire of management as to the existence of any temporarily restricted net assets or deferred revenues as of 6/30/10 related to the Measure A funded program. a. Obtain a copy of approval letter from RCTC, if applicable, for the carryover of such balances. 17336.00005\5928036.2 Exhibit "A" - 9 57 9. Review the prior year's report and note the existence of any temporarily restricted net assets or deferred revenues as of the end of the fiscal year; inquire of management as to the disposition of such amounts. 10. Inquire of management as to the rating of the agency's insurer for commercial general liability insurance, business automobile liability insurance, and worker's compensation insurance. H. Measure A Conformance Requirements 1. Allowable Costs. Measure A funds may only be used for transportation purposes including the administration of Division 25 including legal actions related thereto; the construction, capital acquisition, maintenance, and operation of streets, roads, highways including state highways and public transit systems; and for related purposes. These purposes include expenditures for the planning, environmental reviews, engineering and design costs, and related right-of-way acquisition. a. Eligible state highway, commuter rail, and regional arterial costs shall be in accordance with the Expenditure Plan included in the Ordinance. (Applicable to RCTC) b. Eligible local street and road projects costs include any engineering, capital, or maintenance cost. Decisions on projects are to be made by local jurisdictions subject to Capital Improvement Program requirements. (Applicable to RCTC Recipients) i. Annual budget reflecting the local government or agency's anticipated receipts and expenditures should be prepared and submitted to the Commission upon approval by the governing board. The data contained in the capital improvement plans submitted to the Commission should be included in the recipient's budgets. These budgets allow for proper evaluation by the Commission of the recipient's activities on an annual basis. (Policy adopted May 8, 1991) c. Eligible transit programs include special discount fares for seniors and handicapped people, commuter bus services, funding for computer assisted rideshare programs, and "seed" programs to encourage the creation of vanpools. Additionally, funds will be used to provide further reductions for the truly needy and to expand existing services and implement new services. Bus capital replacement and additional bus service may also be an eligible program within the Coachella Valley, subject to a determination of funding by the Coachella Valley Association of Governments (CVAG). (Applicable to RCTC and Recipients) 2. Indebtedness. The outstanding aggregate principal amount of Measure A limited tax bonds at any time may not exceed $975 million for 2009 Measure A. Such bonds are to be used for capital outlay purposes for the purpose set forth in allowable costs (1) above, including to carry out the transportation projects described in the expenditure plan. (Applicable to RCTC) 3. Maintenance of Effort (MOE). Additional funds provided under Measure A are intended to supplement existing local revenues being used for transportation purposes. Government agencies shall maintain their existing commitment of local funds for street highway and public transit purposes pursuant to Measure A. a. The local cities and the County shall annually submit to the Commission a list of the proposed uses for these funds and a certification that the MOE requirement 17336.00005\5928036.2 Exhibit "A" - 10 • • 58 • • • is being met. If in any fiscal year, the maintenance of effort requirement is not met, the agency shall not be eligible for any Measure A funds in the following fiscal year. Such funds shall be distributed to the remaining local governments using the formula for the area. (Applicable to Recipients) i. Agencies may use any local discretionary funds expended for local streets and roads purposes during previous fiscal years which were in excess of their maintenance of effort requirements to meet their MOE requirements for the fiscal year. (Measure A Maintenance of Effort Guidelines) b. The Commission shall assure the cities' and county compliance with MOE funding requirements before allocating funds for local streets and roads. (Applicable to ROTC) c. The Commission shall not allocate funds to an individual city or the County for local streets and roads use within the Western County and Coachella Valley areas unless WRCOG or CVAG indicates participation of agency in the Transportation Uniform Mitigation Fee program necessary for implementation of the planned regional arterial system. (Applicable to RCTC) 4. Allocation of Funds to Geographic Areas. Funds for transportation purposes shall be allocated to the Western County, Coachella Valley, and Palo Verde Valley areas proportionate to the Measure A funds generated within these areas. (Applicable to RCTC) 5. Administrative Cost Limitation. The Commission shall expend only that amount of the funds generated from Measure A for staff support, audit, administrative expenses, and contract services that are necessary and reasonable to carry out its responsibilities pursuant to Division 25, and in no case shall the funds for salaries and benefits exceed one percent (1 %) of the annual net amount of revenue raised by Measure A. (Applicable to RCTC) 6. Appropriations Limit. The appropriations limit for the first fiscal year is $75 million and shall be subject to adjustment as provided by law. (Applicable to RCTC) 7. Expenditure Plan Amendments. The Measure A Expenditure Plan may only be amended, if required, by the following process: (1) Initiation of amendments by the Commission reciting findings of necessity; (2) Approval by the Board of Supervisors; and (3) Approval by a majority of the cities constituting a majority of the incorporated population. (Applicable to RCTC) 8. Allocation of Funds within Geographic Areas. The Commission shall return 2009 Measure A funds to the geographic areas as follows (Applicable to RCTC): a. Western County. To be distributed for the following programs: $370 million (approx. 11% to new corridors; $1,020 million (approx. 30%) to highways; $390 million (approx. 12%) to public transit; $300 million (approx. 9%) to regional arterials; $970 million (approx. 29%) to local streets and roads; $270 million (approx. 8%) to bond financing; and $40 million (approx. 1%) to economic development. i. Local streets and roads funding are to be distributed by a formula based on 75% on proportionate population and 25To on 2009 Measure A revenues generated within each jurisdiction, if they participate in the Transportation Uniform Mitigation Fee program and Multi -Species Habitat Conservation Plan. If local agencies choose not to participate in the TUMF and MSHCP programs, the funds they would otherwise receive for local streets and roads will be added to the Measure A funds for the Regional Arterial System administered by RCTC. 7 7336.0000515928036.2 Exhibit "A" - 11 59 b. Coachella Valley. To be distributed for the following programs: 50% to highways and regional arterial projects; 35% to local streets and roads; and 15% to specialized public transit. i. Local streets and roads funds will be provided to Coachella Valley cities and the County if they participate in the Transportation Uniform Mitigation Fee program. If local agencies choose not to participate in the TUMF program, the funds they would otherwise receive for local streets and roads will be added to the Measure A funds for the Regional Arterial System administered by CVAG. ii. Local streets and roads funds are to be distributed by a formula based on 50% on proportionate dwelling units and 50% on 2009 Measure A revenues generated within each jurisdiction, as interpreted in Ordinance and direction provided by CVAG. c. Palo Verde Valley. To be distributed 100% to local streets and roads. i. Local streets and roads funds are to be distributed by a formula based on 75% on proportionate population .and 25% on sales tax revenues generated in each jurisdiction. d. Annual population estimates for the distribution formula for the Western County and Palo Verde Valley areas shall be from the State Department of Finance. Dwelling unit estimates used for the distribution formula for the Coachella Valley shall be from the Riverside County Planning Department. Actual State Board of Equalization retail sales transactions shall be used for the formula in all three areas for cities. The County Planning Department shall estimate the share for each of the unincorporated areas for the three areas, from ,the total retail sales transactions for the total unincorporated area. 9 Accounting Records. Measure A recipients are required to maintain accurate, complete, and separate accounting records for all sources of the funds they receive. Small not -for -profit agencies are encouraged but not required to maintain separate accounting records as long as Measure A receipts, related revenues, and expenditures can be readily identified. If the Commission's independent auditors are unable to readily identify which funds are being used for expenditures, then the agency will be required to maintain separate accounting records and cash accounts if they are to continue receiving Measure A allocations. Any agency which maintains poor accounting records will receive funding allocations on a reimbursement basis only. (Policy adopted May 12, 1993) (Applicable to Recipients) 10. Interfund Borrowing. lnterfund borrowing from Measure A funding sources to another local jurisdiction fund is strictly prohibited. Cities and agencies must maintain sufficient cash balances so as not to impair their Measure A funds. Evidence of interfund borrowing or impaired cash balances will result in the city or agency receiving funds from the Commission on a reimbursement basis only after any existing city or agency reserves of prior Commission funds have been fully depleted. (Policy adopted May 12, 1993) (Applicable to RCTC/Recipients) 11. Interest Income Allocations. Interest on Measure A funds shall accrue separately for all of the Commission's programs as defined in the text of Measure A. This interest allocation policy is applicable to the entire County, and such allocations shall be made monthly. Interest earned on unexpended Measure A monies should be recorded in the Measure A fund established by a local government or other agency receiving local streets and roads or specialized transit monies. As these funds are restricted, the related interest earned should be restricted as required by governmental regulations and other transportation funding including the 17336. 0000515928036.2 Exhibit "A" - 12 • • 60 • • • Transportation Act. (Policy adopted May 8, 1991 and May 12, 1993) (Applicable to RCTC and Recipients) 12. Accumulated Deficits. Accumulated funding source deficits are the responsibility of the local jurisdiction. The Commission will consider allocating additional funds for such deficits when justifiable on a case -by -case basis. (Policy adopted May 12, 1993) (Applicable to Recipients) 13. Budget Variances. Significant budget variances should be avoided. All local jurisdictions are required to compare the budget to actual results and make mid year revisions as needed. (Policy adopted May 12, 1993) (Applicable to Recipients) 14. Unexpended Monies. Whenever the annual fiscal audit or the proposed update of the Five Year Capital Improvement Program of a local agency shows a Measure A Local Streets and Road Program carryover balance in excess of three (3) times the annual allocation to an agency, Commission staff will: a. Meet with the local agency to have them explain the reason for the carryover and explore alternatives for moving projects faster, and b. Present a report of their findings to the Commission's Budget and Finance Committee to determine if any further action should be considered and proposed to the full Commission. (Policy included in December 13, 1995 revisions to the RCTC Program and Funding Guide) (Applicable to Recipients) I. Transportation Development Act (TDA) Compliance Requirements As to TDA requirements for Local Transportation Fund and State Transit Assistance funding, the auditors should review the TDA Regulations which are available electronically at www.doLca.gov/hq/MassTrans. CA Code Section 6664 discusses the fiscal and compliance audits of all claimants. Section 6666 provides the compliance audit tasks for non -transit claimants, and Section 6667 provides the compliance audit tasks for transit claimants. J. Proposition 1B Compliance Requirements Proposition 1 B accountability requirements for Public Transportation Modernization, Improvement and Service Enhancement Account (PTMISEA) funds received through Caltrans are located at the following website (see section 14 for audit requirement): http://www.dot.ca.gov/hq/transprog/ibond/ptmisea_guide_and_application_3_6 08.p df — Proposition 1 B guidelines for Transit System Safety, Security, and Disaster Response Account (TSSSDRA) funds received through CaIEMA are located at the following website: http://www.calema. ca.gov/WebPage/oeswebsite. nsf/CI ientOE S File Li bra ry/Homeland %20Security%20Files/$file/FY2010-11 MassTransitFinalGuidance012711.pdf 17336.0000515928036.2 Exhibit "A" - 13 61 17336.0000515928036.2 Exhibit "B" Compensation j INSERT j Exhibit `B" - l • 62 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Greg Moore, Procurement and Assets Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Recurring Contracts for Fiscal Year 2011 /12 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the recurring contracts for FY 201 1 /12; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission. BACKGROUND INFORMATION: As in previous years, the Commission annually evaluates existing contracts for professional services that are due to expire within the next fiscal year. These contracts may be placed on the calendar for a new procurement solicitation, allowed to expire because they are no longer required, or included in the annual recurring contracts list that is subject to Commission approval. Most contracts for professional services are subject to a competitive process. This year's list of recurring contracts includes consultants that are providing unique or specialized services and working closely with staff on long-term projects. Staff desires to retain a limited number of consultants on the recurring contracts list because of their historical knowledge, unique experience and understanding of the Commission, and specific Commission projects. Under limited circumstances, staff believes it is more efficient and cost effective to retain the consultants on the recurring contracts list rather than rebidding the services at this particular time. Approval of the recurring contracts list will allow the Commission to continue work on existing projects without interruptions and maintain consistency. Below is the list of proposed recurring contracts for FY 2011 /12, followed by a summary for each consultant supporting its inclusion on the recurring contracts list: Agenda Item 8C 63 Schedule of Recurring Contracts for FY 2011/12 Consultant Name Description of Services Budget FY 10/11 Budget FY 11/12 Dollar Change $ 4,000 AMMA Transit Planning (AMMA) Consultant support for a Pministration of Specialized Transit Program under Measure A and federal programs $ 96,000 $ 100,000 Bechtel Infrastructure (Bechtel) Capital project program management services 4,861,000 6,444,000 1,583,000 Best, Best &Krieger LLP (BB&K) General legal services 1,760,000 2,325,000 565,000 Epic Land Solutions, Inc. (Epic) Support services for property management of Commission -owned properties and related contracts 440,000 440,000 0 Fieldman Rolapp & Associates (Fieldman) Financial advisory services 180,000 180,000 0 Geographics Graphic design and web services for Multimodal Services Department 1,096,000 750,000 (346,000) Orrick, Herrington & Sutcliffe LLP (Orrick) Bond Counsel Services 190,000 190,000 0 San Bernardino Associated Governments (SANBAG) Call answering center services for Riverside County call boxes 40,400 40,400 0 Total $ 8,663,400 $10,469,000 $ 1,805,600 Budget FY 10/11 Budget FY 11/12 Dollar Change 5-Year Contract Civic Resources Group (CRG)' Database hosting/ management services $ 14,500 $ 34,500 $ 20,000 $122,500 Trillium Insight, Inc. (Trillium) Google transit feed services 7 ,OOD 7,000 0 35,000 TransTrack Systems, Inc. (TransTrack)' End -user software license, training and support 32,000 32,000 0 160,000 Total $ 53,500 $ 73,500 $ 20,000 $ 317,500 These are contracts with consultants providing specialized services on long-term projects at a fixed price. These contracts do not need to be negotiated annually as service level and pricing is not expected to change during the period of performance. Staff desires to enter in to a five-year agreement with each of these consultants for the aggregate amount shown in the Budget FY 2011/12 area above. Agenda Item 8C • 64 AMMA In February 2007, AMMA was selected under a competitive procurement process to provide consulting services for the development and implementation of the Coordinated Public Transit -Human Services Transportation Plan (Coordinated Plan), as well as the nexus of the Coordinated Plan to the receipt of federal Jobs Access Reverse Commute and New Freedom grant funds. AMMA guides staff regarding the grant application process for the FTA Section 5310 Elderly and Disabled Specialized Transit program. Additionally, AMMA advises staff regarding the implementation of operator reporting for the current Specialized Transit Universal Call for Projects and assists in the development of the application and eligibility guidelines for the Specialized Transit Universal Call for Projects pertaining to the next two-year funding cycle. Bechtel Infrastructure The Bechtel contract for FY 2011/12 reflects a 33% increase over last year, due to increases in staffing. Many of the Commission's projects, including the State Route 91 Corridor Improvement Project (SR-91 CIP), Perris Valley Line, and widening projects on the Interstate 215 are entering the more labor-intensive design -build or construction phases, necessitating an increase in staffing to support this work. Bechtel is continuing program management and construction management activities of highway and rail projects for the 2009 Measure A program, as well as the wrap-up of delivery for the remaining 1989 Measure A program. Bechtel possesses the knowledge and background history of the Commission's capital projects, which is necessary to deliver the Commission's Measure A projects. The flexibility of obtaining additional support from Bechtel as needed for specific project requirements is also important and avoids the need to increase Commission staff. BB&K The BB&K contract for FY 2011/12 reflects an increase of 32%, which is primarily attributable to an increase in the anticipated level of continuing general legal services required for capital project activities, including right of way, related to the wrap-up and delivery of 1989 Measure A highway and commuter rail projects as well as Transportation Uniform Mitigation Fee (TUMF) regional arterial projects. In recent years, the Commission has engaged other legal firms for specific matters involving potential conflicts of interest as well as specialized legal services. Epic Epic was selected through a competitive procurement process in 2003 for property management services, including reviewing the ownership of all Commission -owned properties; identifying, inventorying and cataloging over 600 leases, licenses and Agenda Item 8C 65 easements on Commission -owned property; evaluating fair market value of the uses of Commission -owned property; establishing and maintaining a database to capture all of the Commission's property and contract information; marketing and selling excess land; and resolving complex title issues. Due to its accumulated knowledge and development of various property management projects, resources, and databases associated with the multitude of Commission -owned properties, including but not limited to those along the San Jacinto Branch Line, staff determined that Epic can most efficiently and cost effectively provide the services described above. The contract amount is anticipated to remain unchanged. Epic has an audited overhead rate (salary multiplier) of 3.34, but, for purposes of this contract, is willing to accept an overhead rate of 3.0 (10% below the audited amount). Staff intends to solicit proposals for the foregoing services for new projects. Fieldman Fieldman was selected as the, Commission's financial advisor in late 2003, following a procurement process, and provided financial advisory services on general finance matters and specific financing transactions related to the.2009 Measure A program. Fieldman is involved in the extension or replacement of the liquidity facility for the 2009 sales tax revenue bonds which expires in -September 2011, the extension or termination of the standby letter of credit for the commercial paper program, expiring in March 2012, and the planning for the toll financing activities related to the SR-91 CIP that are expected to occur in FY 2012/13. Based on current financing activities in progress as well as Fieldman's knowledge and understanding of the Commission, staff determined it would be more efficient and cost-effective for continuity purposes to retain Fieldman. Staff intends to solicit new proposals for financial advisory services following the conclusion of these anticipated financing transactions. Geographies Upon the completion of a competitive procurement process in December 2006, Geographies was awarded a professional services contract to support the Commission with the provision of graphic design and communications services, including but not limited to advertising design and production, website development, collateral and publication design, and media buys. These services are especially critical as it relates to multimodal services programs (commuter assistance, motorist assistance, rail, and transit) that account for a majority of the Commission's outreach. In addition, two mission critical projects are currently underway, transition of many aspects of the Commuter Assistance Program to an interactive, web -based environment hosted through the Inland Empire 511 (IE51 1) website and increasing deployment of 1E511 as the Commission's public face for Agenda Item 8C • • • 66 • • multimodal services. As architect of the 1E511 system, a technologically advanced and complex web environment, Geographics is uniquely able to advance the Commission's goals for this program. The FY 201 1 /12 budget for Geographies services related to the multimodal services programs is $750,000, of which approximately 64% represents pass through expenses on items such as media (print, radio, online) or printed co►lateral. The 32% budget decrease relative to FY 2010/11 reflects both the transition from launch to operations for the IE51 1 system and the reduction in scope for a South Coast Air Quality Management District -funded project supporting 1E511. Since the Commission manages both the Riverside County and San Bernardino County Commuter Assistance and 1E511 programs, San Bernardino Associated Governments (SANBAG) will reimburse approximately 50% of the total Geographies contract cost for the related services are provided to or otherwise benefit the San Bernardino County programs. Orrick Orrick was selected as bond counsel in late 2004, following a competitive procurement process, and has provided bond counsel services in connection with the financings and other matters related to the 2009 Measure A program, including the SR-91 CIP. Orrick has a high level understanding of the Commission's 2009 Measure A program and related financings and has significant experience with other transportation agencies, especially self-help counties. Accordingly, staff determined that it would be more efficient and cost-effective to continue to retain Orrick in order to complete the financing activities related to the 2009 sales tax revenue bonds, commercial paper program, and toll financings. Staff intends to solicit proposals for bond counsel services following these transactions. SANBAG In February 2002, SANBAG's Service Authority for Freeway Emergencies (SAFE) and the Commission's SAFE began to jointly operate a private call answering center through a SANBAG contract with Professional Communications Network (PCN) that was procured on a competitive basis. PCN has provided an outstanding level of service for both agencies. SANBAG is currently conducting a competitive procurement for these services. The estimated budget for FY 2011/12 will support operations and includes potential costs associated with transitioning to a new vendor; however, there is not expected to be an overall change to the total contract value. This is a result of offsetting the FY 2010/11 budget for one-time custom programming and equipment upgrades in FY 201 1 /1 2 with potential incremental costs for such a transition. Agenda Item 8C 67 Specialized Services on Long -Term Projects for Multiple Year Contracts CRG In April 2006, CRG was awarded a contract following a competitive procurement to develop a web -based project management database (Fundtrack) for the purpose of monitoring project funds and tracking project schedules. Fundtrack is used by the Programming Department, jurisdictions with projects in the County, and other agencies. After a market survey by staff of other hosting options, it was determined that CRG was the most advantageous option for hosting the database as its cost was slightly lower than others. Staff recommends that the current contract be extended for a five-year period for a total not to exceed amount of $122,500. The FY 2011/12 budget is $34,500, including $20,000 for minor improvements and upgrades of Fundtrack. The subsequent four-year period includes $58,000 for hosting/management service and $30,000 for upgrades of Fundtrack. Trillium Trillium was selected through a competitive procurement process conducted in cooperation with SANBAG in 2010 for services related to the implementation of transit data feeds between local transit agencies and Google as part of the 1E511 launch. Trillium publishes General Transit Feed Specifications (GTFS) formatted data for selected Riverside County transit agencies; submits data to Google; performs validations; and coordinates between Google, transit agencies, and the Commission to integrate transit data into Google maps. The transit operators use and have become familiar with the particular Google transit feed tool developed by Trillium to help streamline the process and ensure an accurate and smooth data feed, which ultimately benefits users of the Google and 1E511 transit itinerary function. Staff recommends that the current contract be extended for a five-year period for a total not to exceed amount of $35,000, which reflects no change in the annual cost. Accordingly the FY 2011/12 budget is $7,000 with $28,000 for similar services in the subsequent four year period. TransTrack In December 2005, the Commission approved a sole source agreement with TransTrack for the Transit Performance Manager software application implementation and training package for a total amount of $52,000. The agreement included a provision that the license may be renewed for an additional year for an extension of the annual service, maintenance fees, training and support. The public operators use this software to consolidate and integrate their operations Agenda Item 8C • 68 i and performance data in the TransTrack system, which enables the Commission and operators to get real-time operation information and timely performance reports. Major accomplishments included additional customized reports to support the Commission's Productivity Improvement Program. TransTrack continues to be an important tool in assisting Commission staff to review the transit operators' performance to ensure compliance with the farebox recovery ratio. During the annual preparation of Short Range Transit Plans (SRTP), the transit operators use the customized reports to complete required SRTP reports. Staff recommends that the current contract be extended for a five-year period for a total not to exceed amount of $160,000, which reflects no change in the annual cost. Accordingly the FY 2011/12 budget is $32,000 with $128,000 for similar services in the subsequent four-year period. Financial Information In Fiscal Year Budget: N/A Year: FY 2011/12 Amount: $10,542,500 Source of Funds: Measure A, TDA, TUMF, FSP, SAFE Fees, Interest, and Other Budget Adjustment: N/A GLA No.: Various Fiscal Procedures Approved: \ lz�ve24,3 .e Date: 04/18/11 Agenda Item 8C 69 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Anne Hallberg, Accounting Supervisor Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Investment Report BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended March 31, 2011. BACKGROUND INFORMATION: Attached are the quarterly investment and cash flow reports as required by state law and Commission policy. The county of Riverside's Investment Report for the month ended March 31, 2011, is also attached for review. Attachments: 1) Quarterly Investment Report for the Quarter Ended March 31, 2011 2) County of Riverside Investment Report for the Month Ended March 31, 2011 Agenda Item 8D 70 ZL ZZ2'99Z'£ZS f 1V101 SWOUJOileV WewlsOnul Jaded lelmawwo0/glory alemd100 seppmes /unsesn'S'f7 14oda0 Jo falaTJ!pe0 sappnees Aoua6V !eJapa j 690'868'9S spun] len!nyy leuel • pus PUP 6l9L 13un3 umpe61100 luawwano0 ueOPawV !slid 9SS'BLE'L9 mpen AauoW muss Sn JaLeyO IN0 spunu NnlnW 900'L9S'£ do l COOMS'>I luawlsanul food Alunop l96' C l B'659 loud Nunoo US'Z99 aquae 3dA11N31/11S3ANl 03ZNIVWWN4 ales uodnoo Jima ANNeW AlpnleW le NINA Jed auory :seOPnseW suety 1.102'l[ yeJeNIpapu3 JIM-I O mil JOJ suopeesueJl ivawlsenul V/N VIN %B9 0 V/N V/N ZZZ'99Z'EL CS0'02V69 wVVV/eeV 489'61.9'L LNMlV/INN/SeV 000'ZZE'91 wVHV/eeV 9S9'9L£'1.9 OLS'CZ4'49 7.139.0 V/N 1P/VVVn8vveeV OLS'£Z9'99 009'029'860 V/N VAN VIN V/N V/I9 V/N V/N V/N P6198101,1 90VLBS'C %89'0 V/N 1./VMM/041/1/seV ZLVOBC'S6f V/N V/N +899/CV Z29199 (SSOI) 3nlVA 1400 A119I11VW 31V0 31,10 3l11VA 31VN d85 H011d/SA00099 Snlvn NIV3 9IV003ZI1V3HN0 13N90/0 3SVHOHIld 010131A Anan1VW 3SV410ald aVd NOd000 ONI1Vd 51uaw15anu1 pue yse0 IN 1V101 m.182611 s400/apuo3 loalad Pun 'nouns pund uose61,lO0 luawwenn useuou V IDU N ow:sena! Nod ap!emn!a lm Nu900 919891es:6V We/Annul JO:PON AauoW sun sn 3AI1393LI 1830/SONnd 103fOad ONOS NO1541031109 AcJI LC PIaH SPun j lelalOOs punj uopepodsueu lama! :pun3 luawlsanul palmed suseseal Nuno3 1Sfld1 NI 0131-1SONOd spun] 6upeano moms :soupneas A nsooJl/6eua8V (Aye) pun j luawlsanul AeuaBV leeml pun3 !uawisanul palmed s,Jo nseall Nunc0 spsoda0 que9 lsutpsn AI!O SONI1A ONIJAIUBd0 L LOZ'LC gedeW PePu3 SOliad podaa alolpod luawlsanul uolsslwwo0 uogeuodsuell /wop aplsJanla • • • Capital Markets reasu,r G)ovane Pizano Investment Manager Angela Tressler Asst. Investment Manager Ct4t"" Investment Objectives Maximum Rate of Return County!of Rive Zt?Cl/J� cJ OC2 (917.42e0/ttrteizt All Data as of March 31, 2011 "Meltdown" March 11t" is a day all of us will remember for many years to come as the horror of the mega earthquake and subsequent tsunami that struck our allies in Japan nearly wiped out Riverside's Sister City of Sendai. Our hearts go out to those in need. We also thank all the generous County employees who gave to the Japan Relief Fund. The realization that we too live on the other side of the "Ring of Fire" and that this threat could come knocking on our door at any time is sobering. The aftermath of this disaster continues as the after- shocks show no signs of subsiding anytime soon. The effects have yet to be determined, from the economic costs to the continued threat of nuclear release from the stricken Fukushima nuclear plant. One of the major risks of the ongoing nuclear crisis in Japan besides radiation leaks will be rising energy prices over the long term, as many nations including Japan and even the U.S. are rethinking their nuclear energy policies. Germany has already shut down several plants and has plans to close more. This unplanned stress along with the ongoing political unrest in the Middle East and civil war in Libya will ;place;further pricing pressure on fossil fuels. Portfolio Statistics Higher prices for food and energy have caused CPI to rise. Furthermore, the rate of inflation has risen in many countries around the globe and the central banks of these countries have already tight- ened economic policies in response to higher inflation. The FED is on track to complete its second round of quantitative easing in June and is likely to have to begin raising interest rates sometime in early 2012. Either way, none of these moves will be positive for our economy. As oil prices, inflation and interest rates continue higher, coupled with other issues, such as our burgeoning budget crisis at the county, state, and federal level as well as the Euro-Zone debt crisis, it is hard to imagine we escape some measurable economic slowdown as a result. We will continue to monitor these and other economic events as they unfold; the TPIF is well positioned to take advantage of higher interest rates in the future. Don Kent Treasurer -Tax Collector *Market values do not include accrued interest. March January ' I: 1"W Month End Market Value ($)* 5, 815,137,071.46 Month End Book Value ($) Paper Gain or Paper Gain or Book Yrs to Modified Loss ($) Loss (%) Yield (%) Maturity Duration 5,429,085,085.58 (7,854,549.83) 5, 814, 715,147.19 5,489,078,369.48 (0.14) 0.67 1.26 1.24 The Treasurer's Pooled Investment Fund is comprised of the County, Schools, Special Districts, and other Discretionary De. ositors. 73 taro 80'0 bT'0 UT'0 TO'0 LT'0 (170'0) i6WO, Lb'E JeaA-OT aeaA-Z 6410t 0A-9 PIa!A *saunsea�l'S'f) ti/a/tr ... alkolAl pal /ea ''NNW hl)j)ciegad *%Sr0 - %00"0 :alea ;a�ael spun] pal wa.un) $aagwoole :a Sr a t 'mtf, ba'bVtiSbpd xapul00S OS Ay -snpui 5aliPt MPO •sluawlsanultlayl uo aouanl}ul tofew a atoiatayl pueAwouooa ayl to luauodwoo tolew e'topas Bupnpelnuew ayl wag padxa ollegm stolsanui sllalltodat sup 'Ile ui lld •spoof algetnpuou pue adueyo %i'0 %S'0 algenvylogtolstaptoMau}olanalaellopau;luasatdaasaapao/uopej NAN-saapaoA.ioped LTOZ/T£/£ %T' £ !pi eoaaoosolwouooaanlsuayatdwoolsow sAalunooay; slda9•Awouooaayl;o.loloaskanasassedwoouapueAllnlpeolwouooa %0'£ aleSaaE8e;o aanseaw lsapeaq ayi sl Wag) pnpad ousawoo ssoa9 alto; tog el ayllo aeluaoaad a8ueyo bib - lonpoad ollsawop sswg leas %TS %6PS a se paAoldwaun ptagwnu ay; satnseaw ales luawAoldwaun ayi ales luawAoldwaun penpv snsuaSu0) . TTOZ/SZ/E TTOZ/T/b � �lpup a ipaseajau *sioleolpuj 3)!wouoa3 Fund AAA Rated Prime Institutional Money -Market Funds Symboi 7 Da Federated Prime Obligations Fund POIXX Morgan Stanley Institutional Prime Liquidity Fund MPFXX A The Treasurer's Institutional Money Market Index (TIMMI) is compiled and reported by the Riverside County Treasurer's Capital Markets division. It is a composite index de- rived from five AAA rated prime institutional money market funds. Similar to the Treasurer's Office, prime money market funds invest in a diversified portfolio of U.S. dollar denominated money market instruments including U.S. Treasuries, government agencies, commercial paper, certificates of deposits, repurchase agreements, etc. TIMMI is currently comprised of the five multi billion dollar funds listed above. CAS Month 04/2011 05{20'li' 06/2011 Q7129 4.lR;;.a�: 08/2011 10/2011 h.4: TS 12/2011 02(2012 TOTALS Monthly Receipts 10,915.25 Monthly Disbursements 11,361.84 Difference Required Matured Investments Balance 569 61 720.s7_s1 �3sa5) (471.18) 0 00 r+ 4 (177.61) 165.07 O.OD (446.59) 569.43 10.49% Actual Investments Available to Invest Maturing > 1 Year 2,872.05 52.90% 4,859.67 89.51 " All values reported in millions ($), Page 3 75 1 The Pooled Investment Fund cash flow requirements are based upon a 12 month histori- cal cash flow model. 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BACKGROUND INFORMATION: The Single Signature Authority report details all professional services and administrative contracts that have been executed for the third quarter ended March 31, 2011, under the Single Signature Authority granted to the Executive Director by the Commission. The unused capacity at March 31, 2011, is $222, 540. Attachment: Single Signature Authority Report as of March 31, 2011 Agenda Item 8E 90 L6 `00 OO.d`SZj i'. Q�'OfiS9t `•00 0 l u 00'LEq� �, 00'0E9'92 00'0 00290'ZZZE 00'096'LLZ 00'09V/a �O( 2S}1'a;.: 00'0£WeZ 00'000'Zl 00'0 00'000'ZL 00'£6L'99 00'0 004E6L'99 ££'£SN9 29'969'94 004000'52 00'000'01 00'000'U 00'000'05 fir L96'ZZ 1.0'209'91 00'000'66 00'000'ooss 1NNOW'd lOtlN1N00 1NAOWtl ONINIVW3N 1NOOWtl OItld 13Vtl1NOO1VNIOINO Aq pa'nalnaa oulnal elsaaayl 711 sa�r a511 At 0.ua£U.aW.0ua03 -�d,'NRS lespdsip s{s£j Bui saalmeg pelustuumenuR • Ayadmd ry0u8 u0lsll seulrueS u011000esnul /BulddeW yned- pee4a0n0 upeld 141-115 saowas Aa,vns pue uSisea 61•tl2 saalnJas BuNueld llsue�l yoddns uollelueualdul pue Bululwl'esueell a•emya5 Jesfypu3 seawas mem/ uopepodsue.l9 ayeol LLS 230IAtl39 30 NOLLd1/10230 410Z'LC HOat/W AO SV AlINORISIV 32MIVNOIS 310NIS • • Aq pa.ledald uooW Ba» 1 L02'LE 43leW y0nmy0 ONINIVIM 1Nf101tre 03501Nf10WV a}tl{dl$e! Y 03Sf11NflOWV, i eel tuouoe u00epa eWeuom/leu3 /eneg :', suoRn105 �£!/tj IeQq�`,O' 140.44000000d golp { saouelsgn5 asollo wawyeda0 elwome0' i 7 sum11e0 3 0ullseul8u3 9s i tl'W'W-11 nul'sualeAS eeealsuul , 1Sltl! 01.0Z'L ATOP 318V1IVAV 1NOOWV i 1NV11O5N0O The subcommittee also supported that any new programming of the remaining TUMF Regional Arterial funds be allocated for the construction phase only. The attachment lists the TUMF Regional Arterial projects' construction schedule. TUMF funding is available for three of the ten projects scheduled to begin construction in FY 2011/12: • Temecula, French Valley Phase 1; • Temecula, SR-79 South Ultimate Interchange improvements; and • Corona, Green River Road Temecula's projects were funded with TUMF CETAP funds and Corona's Green River Road project was previously programmed for construction. The subcommittee expressed that there will be at least $30 million of additional funding needs for projects that will be ready for construction later in the fiscal year. Additionally, we were recently notified by the city of Corona that a developer reimbursement request in the amount of approximately $3 million may be submitted within the next couple of years for programming. This is the first notification received to date; however, developer reimbursements will be paid out on a first come -first serve basis. Through FY 2011/12 $215,000 is projected to be available specifically for developer reimbursements. Commission staff will continue to work with local agencies to seek funding for construction projects. Unfortunately, staff does not expect to have additional TUMF Regional Arterial funds to fund construction projects in the near future under the current economic conditions. Agenda Item 8F • • • 93 • • TUMF REGIONAL ARTERIALS CONSTRUCTION SCHEDULE Agency Project Limits Project Number CONSTRUCTION START FISCAL YR. CONSTRUCTION COMPLETED San Jacinto Ramona, Expressway; COMPLETED 5117 2006107 7/07 Sanderson to Wly City Limits Riverside Van Buren Blvd Andrew to Garfield 5122 2006/07 2/08 Corona El Cerrito Bedford Cyn Rd to 1-15 N.B. 5101 2006/07 8/08 Riverside County of Riverside Van Buren Blvd Van Buren Blvd Santa Ana River to Jackson UNDER CONSTRUCTION Clay to 1200' S. of Santa Ana River 5108 5115 2009/10 2008/09 11/10 (Phase 1) Riersiid-e( Van Buren Blvd IC 91 * 5125 209/10 0 :IT, 7TP4(p ra$ v _ ,SR y Pe,L� �} .ic:. County of Riverside SR 79 Thompson to Domenigoni 5114 2010/11 Corona Green River Road Dominguez Ranch Rd to SR 91 5103 2010/11 Corona Foothill Parkway Lincoln to Green River 5102 2012/13 County of Riverside Van Buren Blvd Washington to Wood 5116 2011/12 Perris Perris Blvd PVSD to Ramona Expressway 5128 2011112 Temecula French Valley Pkwy I.0 @ I-15 5119 2011/12 Temecula SR 79 S Ultimate IC SR 79 South @ I-15 5120 2011/12 Moreno Valley Perris Blvd Ironwood to Manzanita 5105 2011/12 Moreno Valley Perris Blvd Cactus to PVSD Lateral "B" 5106 2011/12 San Jacinto Ramona Expresswa Seventh to Cedar 5118 2011/12 �a IUc°. �,iiGll� i�. � Milliij ikl' , i, 6 ,. - a� x Hil x�ik"�; . ��`' d 111 �? ��� li, �S��11 County of Riverside Schleisman Rd I.0 @ I-15 51131 TBD Lake Elsinore Railroad Cyn Rd I.0 @ I-15 5104 TBD County of Riverside Reche Cyn/Reche Vista Heacock to S.B Co Line 5107 TBD *TBD - Date cannot be determined until significant environmental impacts have been addressed. pbb 2/8/2011 pb 2/8/11 94 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Khalid Bazmi, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with Caltrans for Improvements to State Route 91 in the Eastbound Direction, the State Routes 71/91 Interchange, and the Eastbound Green River Road On -Ramp WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 08-31-033-01 (Caltrans No. 8-1380/1), Amendment No. 1 to Agreement No. 08-31-033-00, with Caltrans for the State Routes 71/91 interchange project in an amount not to exceed $7,833,000; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Caltrans and the Commission entered into an Agreement No. 08-31-033-00 on July 17, 2008, defining the terms and conditions of a project for state highway system improvements consisting of the replacement of the existing eastbound (EB) SR-91 to northbound (NB) SR-71 connector with a direct fly -over connector; provide a collector -distributor road in the EB direction between the Green River Road interchange and the 71/91 Junction; extend the existing auxiliary lanes from the southbound (SB) SR-71 to EB SR-91 connector to Serfas Club Drive; and extend the fifth general purpose lane from SR-71 to Serfas Club Drive in the EB direction. The agreement was for funding of preliminary engineering; environmental clearance, plans, specifications, and estimates (PS&E), and right of way acquisition and capital activities. The Commission awarded a contract to Parsons Transportation Group on October 10, 2007, for project report and environmental document (PR/ED) and environmental services. The PR/ED work is nearing completion. The draft environmental document was circulated in November 2010. Thirteen comments Agenda Item 8G 95 were received during the public comment period. Responses to comments were prepared and submitted as part of the final environmental document on March 14, 2011. Project report approval and environmental clearance is anticipated by summer. In order to move forward, the existing cooperative agreement between the Commission and Caltrans needs to be amended to reflect changes in scope, post miles, and programming available funds from various sources. The project cost summary in the Cooperative Agreement No. 08-31-033-00 was $11,885,000 to be funded with State Transportation Improvement Program -Regional Improvement Program funds (STIP-RIP). The amended Cooperative Agreement No. 08-31-033-01 reflects an increase in cost estimates and funding of $7,833,000 for a total cost estimate and project funding of $19,718,000, as follows: Federal: Demo TEA 21 SAFETEA-LU FFY 1995 Appropriation FFY 2006 Appropriation State: STIP-RIP Local: Measure A Total Toll Credits Phase PA&ED PS&E R/W Total $3,196,000 7,504,000 $796,000 1,000,000 990,000 $5,273,000 959,000 $5,273,000 $11,700,000 $2,745,000 $3,196,000 8,300,000 1,000,000 990,000 5,273,000 959,000 $19, 718, 000 2,340,000 159,200 2,499,200 A significant amount of the additional federal funds outlined above, $8,300,000, was transferred from Irvine Corona Expressway (ICE) tunnel project, by the State Route 91 Advisory Committee on March 4, 2011. The ICE tunnel project was deferred and the remaining federal funds were split between the 71/91 project and the 91/241 project. The remaining additional federal funds are comprised of several federal earmarks. Staff is recommending approval of Agreement No. 08-31-033-01 with Caltrans, which reflects changes in scope, post miles, and programming available funds from various sources. Agenda Item 8G • 96 • Financial Information In Fiscal Year Budget: N/A Year: FY 2011/12+ Amount: $7,833,000 Federal (TEA 21, SAFETEA-LU, Source of Funds: Earmarks), State (STIP-RIP), and Budget Adjustment: N/A Measure A GLA No.: 003021 414 41410 0000 262 31 41401 (Federal) 003021 415 41502 0000 262 31 41501 (State) Fiscal Procedures Approved: \i/t4"4,4,14, Date: 04/13/11 Attachment: District Agreement No. 8-1380 A/1 Agenda Item 8G 97 STATE OF CALIFORNIA—BUSINESS. TRANSPORTATION AND HOUSING AGENCY DEPARTMENT OF TRANSPORTATION AkADISTRICT 8 GREEMENTS (MS 971) 464 WEST 4TH STREET, 6TH FLOOR SAN BERNARDINO, CA 92401-1400 PHONE (909) 388-7143 FAX (909) 383-6230 • April 13, 2011 Mr. Michael Blomquist Toll Project Manager Riverside County Transportation Commission P.O. Box 12008 Riverside, CA 92502-2208 Dear Mr. Blomquist: EDMUND G. BROWN Jr.. Govemor Flex your power! Be energy efficient! 08-Riv-91 PM R0.6/R2.6, 08-Riv-71-PM 1.6/3.0 Improvements on SR-91/SR-71 Construct EB 91 to NB 71-direct fly -over connector, and reconstruct the Green River Road EB on -ramp EA OF541K District Agreement No. 8-1380 A/1 Enclosed for execution by the Riverside County Transportation Commission (RCTC) are five (5) original Cooperative Agreements, District Agreement Number 8-1380 A/1, for the above - referenced project. Please have the appropriate parties for RCTC sign and return all original agreements by May 13, 2011 with a certified, notarized Resolution or Minute Decree approving the agreement and authorizing the execution of the agreement. Please leave the effective date blank. The effective date will be the date the District Director signs the agreement. After the agreement is fully executed, we will return one (1) original for your records. Alterations of any kind made to the enclosed agreements will render them null and void and will require further review from the State's Legal Counsel. If you need more information, please contact me at (909) 388-7143. Sincerely, DE SE CRAIG Office Chief Agreements Enclosures c: Daniel Ciachella, Program/Project Management "Caimans improves mobility across California" 98 • • • 08-Riv-91 PM R0.6/R2.6 08-Riv-71-PM 1.6/3.0 Improvements on SR-91/SR-71 Construct EB 91 to NB 71-direct fly -over connector, and reconstruct the Green River Road EB on -ramp EA OF541K District Agreement No. 8-1380 A/1 Project Number 0800000137 AMENDMENT NO. 1 TO AGREEMENT THIS AMENDMENT NO. 1 TO AGREEMENT, ENTERED INTO EFFECTIVE ON , 2011, is between the STATE OF CALIFORNIA, acting by and through its Department of Transportation, referred to herein as "STATE," and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity, referred to herein as "RCTC." RECITALS 1. The parties hereto entered into a Agreement No. 8-1380 on July 17, 2008, defining the terms and conditions of a project to construct State Highway System (SHS) improvements consisting of the replacement of the existing eastbound (EB) State Route 91 (SR-91) to northbound (NB) State Route 71 (SR-71) connector with a direct fly -over connector; provide a collector -distributor road in the EB direction between the Green River Road Interchange and the SR-91/SR-71 Junction; extend the existing auxiliary lanes from the southbound SR-71 to EB SR-91 connector to Serfas Club Drive; extend the existing auxiliary lanes from the westbound SR-91 to NB SR-71 connector to Serfas Club Drive; and extend the existing fifth general purpose lane from SR-71 to Serfas Club Drive in the EB direction, referred to herein as "PROJECT." 2. The purpose of this Amendment No. 1 is to revise changes to the PROJECT description and post -miles due to geometric adjustments and funding plan. 3. Toll Credits in the number of 2,499,200 will be used during the Plans, Specifications and Estimates (PS&E) and right of way phases of this PROJECT. 99 District Agreement No. 8-1380 A/1 IT IS THEREFORE MUTUALLY AGREED 1. The Post Miles shown on the original Agreement are hereby revised to read 08-Riv-91 PM R0.6/R2.6 and 08-Riv-71 PM 1.6/3.0. 2. Under RECITALS of Agreement No. 8-1380, Articles 2 and 3 are hereby amended in their entirety to read as follows: RCTC desires to construct SHS improvements consisting of the replacement of the existing eastbound (EB) State Route 91 (SR-91) to northbound (NB) State Route 71 (SR-71) connector with a direct fly -over connector; referred to herein as "PROJECT." RCTC is willing to be responsible for PROJECT cost for capital outlay and support using STATE's Transportation Improvement Program -Regional Improvement Program (STIP-RIP), Demo-SAFETEA-LU, Demo -TEA 21, Federal Fiscal Year (FFY) 1995 Appropriation, FFY 2006 Appropriation, Local funding sources and RCTC's Toll Credits, which are to be used for Project Approval and Environmental Document (PA&ED), Plans, Specifications and Estimates (PS&E), and right of way activity costs for PROJECT. STATE's Independent Quality Assurance (IQA) of PROJECT PA&ED, PS&E and right of way and STATE's costs incurred as the Califomia Environmental Quality Act (CEQA) Lead Agency and National Environmental Policy Act (NEPA) Lead Agency, if applicable, in the review and approval, if appropriate, of the PROJECT environmental documentation prepared entirely by RCTC, will be borne by STATE. The PROJECT estimated cost is $19,718,000 as shown on Exhibit A/1, attached hereto and made a part of this Agreement." 3. Under SECTION I of Agreement No. 8-1380, Article 1 are hereby amended in its entirety to read as follows: RCTC is willing to be responsible for PROJECT PA&ED, PS&E and right of way activity costs in the amount of $19,718,000 to be funded by STATE's STIP-RIP funds in the amount of $5,273,000, Demo-SAFETEA-LU funds in the amount of $8,300,000, Demo -TEA 21 funds in the amount of $3,196,000, FFY 1995 Appropriation funds in the amount of $1,000,000, FFY 2006 Appropriation funds in the amount of $990,000, Local funds in the amount of $959,000, and RCTC's Toll Credits in the number of 2,499,200, as shown on Exhibit A/1, attached hereto and made a part of this Agreement. The costs for STATE's IQA, and STATE's review, comment, and approval if appropriate, of the PROJECT environmental documentation for CEQA, and NEPA if applicable, shall be bome by STATE. In the event that an increase in PROJECT funding becomes necessary, said funding will be paid, in full, by RCTC using RCTC funds, pursuant to an amendment to this Agreement." 4. Under SECTION II of Agreement No. 8-1380, Articles 3, 4 and 5 are hereby amended in their entirety to read as follows: 2 100 "5. District Agreement No. 8-1380 A/1 To allocate funds in the amount of $5,273,000 from STATE's STIP-RIP funding source to PROJECT. These Funds were programmed by the California Transportation Commission (CfC) at the September 5, 2007 meeting for PROJECT development services for PROJECT." "4. To deposit with RCTC within twenty-five (25) days of receipt of billing therefor, the amount of $1,170,000 which figure represents the estimated initial deposit for two months estimated costs of preliminary engineering, PS&E, and for one month estimated right of way capital and right of way acquisition cost, to be funded from STATE's STIP/RIP funding source, required for PROJECT. Total anticipated PROJECT cost, to be paid from STATE's STIP-RIP funding source, is estimated to be the amount of $5,273,000. This amount includes funds paid out to date to RCTC for on -going preliminary engineering work." To deposit with RCTC not later than twenty-five (25) working days of receipt of billing or the beginning of each month the estimated expenditures for that month, and to continue making such advance deposits on a monthly basis until completion of PA&ED, PS&E, and right of way activities for PROJECT or until the STATE's STIP-RIP amount to the extent of $5,273,000 is paid out to RCTC, whichever occurs earlier." 5. Under SECTION II of Agreement No. 8-1380, new Article 6 is hereby added to read as follows: "6. STATE will administer all federal subvention funds identified on Exhibit All." 6. Under SECTION III of Agreement No. 8-1380, new Article 26 is hereby added to read as follows: "26. The cost of any engineering support performed by STATE includes all direct and applicable indirect costs. STATE calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds are subject to the current Program Functional Rate. Local funds are subject to the current Program Functional Rate and the current Administration Rate. The Program Functional Rate and the Administration Rate are adjusted periodically in accordance with State and Federal regulations." 7. The new Exhibit A/1, dated March 18, 2011, replaces the original Exhibit A of Agreement No. 8-1380 and any reference to Exhibit A in the Agreement is deemed to be a reference to new Exhibit A/1. 8. All other terms and conditions of said Agreement shall remain in full force and effect. 9. This Amendment No.1 to Agreement is hereby deemed to be a part of said Agreement. 3 101 District Agreement No. 8-1380 A/1 IN WITNESS WHEREOF, the parties have executed this Agreement by their duty authorized officers. STATE OF CALIFORNIA RIVERSIDE COUNTY DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION By: By: RAYMOND W. WOLFE, PhD ANNE E. MAYER District Director Executive Director APPROVED AS TO FORM AND PROCEDURE: Attest: By: Attorney, Department of Transportation CERTIFIED AS TO FUNDS: By: LISA PACHECO District Budget Manager CERTIFIED AS TO FINANCIAL TERMS AND POLICIES: By. Accou g Ad 'strator 4 BEST, BEST AND KRIEGER Legal Counsel 102 District Agreement No_ 8-1380 A/I EXHIBIT "A/1" PROJECT COST SUMMARY Dated: March 18, 2011 PHASE Demo- TEA 21 Demo- SAFETEA-LU STIR -RIP FFY 1995 Appropriation FFY 2006 Appropriation Local Total PA&ED & PS&E $3,196,000 $7,504,000 $5,273,000 $1,000,000 $16,973,000 11/W $796,000 $990,000 $959,000 $2,745,000 Total $3,196,000 $8,300,000 $5,273,000 $1,000,000 $990,000 $959,000 $19,718,000 5 Toll Credits 2,340,000 159,200 2,499,200 103 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Khalid Bazmi, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Cost Participation Agreement with Orange County Flood Control District and Riverside County Flood Control and Water Conservation District for the State Route 91 Corridor Improvement Project WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 11-31-090-00 with Orange County Flood Control District (OCFCD) and Riverside County Flood Control and Water Conservation District (RCFC & WCD), to participate in costs of utility relocations and associated work to be performed in conjunction with the U.S. Army Corps of Engineers (USACE) Reach 9 Phase 2B (R9Ph2B) bank protection project in advance of the State Route 91 Corridor Improvement Project (SR-91 CIP) in the amount of $1,663,433, plus a contingency amount of $436,567, for a total amount not to exceed $2.1 million; 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director to approve contingency work as may be required for the project. BACKGROUND INFORMATION: The USACE R9Ph2B project is part of the larger Santa Ana River mainstem project. The R9Ph2B project is located along the Santa Ana River just north of and adjacent to westbound SR-91 between Coal Canyon Road and approximately 1,700 feet east of the Orange -Riverside County line. The project is critical to the protection of the SR-91 from current and future flood control releases from Prado Dam. As the local sponsors of the Santa Ana River mainstem project, OCFCD and RCFC & WCD are responsible for relocation of utilities within Orange and Riverside Counties, respectively. OCFCD is also the owner of the Green River Golf Club where the Agenda Item 8H 104 majority of the R9Ph2B construction would take place. The Commission is the project sponsor of the SR-91 CIP, which includes widening of a segment of SR-91 adjacent to R9Ph2B. The USACE R9Ph2B project entails construction of bank protection along the Santa Ana River to protect the adjacent SR-91 and surrounding homes in the basin. The improvements to the Prado Dam will provide the USACE the ability to release larger flows downstream into the Santa Ana River - up to 30,000 cubic feet/second. The proposed USACE project is necessary to ensure the SR-91 is not impacted as a result of these storm water flows. The project is immediately adjacent to the SR-91 CIP that is currently in the preliminary engineering and environmental phase and includes one alternative that would widen the freeway to provide an extension of the existing Orange County Transportation Authority median express lanes, as well as the addition of a general purpose lane. Over the last two years, the SR-91 CIP team and USACE conducted several coordination meetings to understand the impacts that their respective projects would have on each other. The R9Ph2B project would accommodate alternatives being analyzed and considered in the project report and draft environmental impact report/draft environmental impact statement. As such, the R9Ph2B project would not prejudice selection of a preferred alternative for the SR-91 CIP. The original USACE plans showed construction of a temporary bridge and temporary access road to the Green River Golf Club across the Santa Ana River, about 1,000 feet upstream of the existing Green River Golf Club access road bridge. This temporary access would allow the USACE project to build a temporary diversion channel to construct the bank protection adjacent to SR-91 and a flood gate where the existing Green River Road crosses the embankment. As a result of the agency coordination, it was agreed that it would be mutually beneficial for all parties to revise the USACE plans by upgrading the temporary bridge and access road to provide permanent access. Included in this change is the relocation of existing utilities within the existing Green River Road. Additionally, a temporary bike detour will be constructed along the proposed Green River Golf Club access road and on the north side of the Santa Ana River within the limits of the R9Ph2B. Southern California Edison (SCE) and AT&T overhead lines are on the north side of existing Green River Road. Additionally, a 12" city of Corona water line, 4" Southern California Gas Company (SoCalGas) line, and underground AT&T fiber optic line are within the existing Green River Road. The water line and gas line cross the Santa Ana River via the existing bridge to the Green River Golf Club clubhouse. The AT&T fiber optic line crosses under the Santa Ana River just east of the existing golf club access road bridge to the Green River Golf Club clubhouse. Agenda Item 8H • 105 • The R9Ph2B project will impact the existing SCE and AT&T overhead lines along existing Green River Road. The water line, gas line, and AT&T overhead lines will be relocated into the proposed new access road and bridge over the Santa Ana River. The underground AT&T fiber optic line will be relocated in a new bored conduit under the proposed and temporary diversion channels, adjacent to its existing location. Coordination between the R9Ph2B and the SR-91 CIP has been ongoing to ensure the utilities will be relocated to their ultimate location. Both the USACE project and SR-91 CIP will recognize direct benefits from converting the temporary upstream bridge to a permanent bridge with the relocation of the existing utilities in Green River Road to the new bridge and access. A cost sharing plan was developed by staff of the three affected agencies: Commission, OCFCD and RCFC & WCD. Benefits to the USACE Project New Bridge over the Santa Ana River Initially, the USACE project was to construct a temporary bridge over the Santa Ana River, to enable temporary closure of the existing golf club access road bridge, allowing work to be performed in the immediate area. Following completion of the aforementioned work, the temporary bridge was to be removed and the existing bridge reopened. A revision to the USACE project contract plans is being developed to convert the temporary bridge and access road to a permanent access road to the golf club access road. This new access road also includes a permanent bridge over the Santa Ana River. This alternative would eliminate the need for the flood gate at the existing bridge, allow the proposed bridge to be designed for future flood events which exceed the capacity of the existing bridge, accommodate the permanent bike trail via the channel access road on top of the embankment, and improve access to and the viability of the golf course. Utility Relocations Several utilities along existing Green River Road will need to be relocated as part of the R9Ph2B project. It is proposed to relocate those utilities to their ultimate locations relative to the planned SR-91 CIP. The existing SCE and AT&T overhead lines will be relocated to their ultimate locations on the north side of the Santa Ana River. The existing underground utilities, consisting of gas and water, will be also relocated to their ultimate locations within the new access road and bridge across the Santa Ana River. The underground AT&T fiber optic line will be relocated in a new bored conduit under the proposed and temporary diversion channels, adjacent to its existing location. By relocating the utilities to their ultimate location, the Agenda Item 8H 106 utilities will only need to be moved once. This will eliminate the need to construct a new utility bridge across Santa Ana River and will allow for a contiguous construction of the proposed embankment. Benefits to the SR-91 Corridor Improvement Project Utility Relocations Green River Road would need to be realigned due to the SR-91 CIP widening. This realignment would require relocation of the same utilities that are being relocated as part of the USACE project. Relocating the aforementioned utilities early, as part of the USACE project, reduces the construction duration for the SR-91 CIP. Additionally, the overall utility relocation cost would be reduced since OCFCD and RCFC & WCD would pay for two-thirds of the utility relocation cost for gas and water lines. RCFC & WCD and the Commission willshare equally the cost of relocation of the electric and AT&T lines. Relocating the underground utilities within the new access road later would require permanent easements within ACOE jurisdictional areas and OCFCD right of way that could potentially delay the construction schedule of the SR-91 CIP and increase costs to the project. Improvements to Green River Road The SR-91 CIP originally proposed to reconstruct existing Green River Road from the GRGC access road to approximately 2,600 feet east of the existing golf course access bridge.. The revised USACE project reduces the overall length of the Green River Road improvements by approximately 1,500 feet. A private access road would be constructed by the SR-91 CIP for access to the Star Ranch property west of the proposed golf course access road intersection. New Bridge over the Santa Ana River The existing Green River Road and golf course access road bridge adjacent to the SR-91 posed a number of challenges for the SR-91 CIP and the USACE project. The USACE planned to construct a flood gate to protect the existing Green River Road and the bridge. The SR-91 CIP improvements would have required reconstruction of the proposed flood gate and a portion of the USACE project embankment. Relocation of the proposed access road and bridge over the Santa Ana River improves the conditions in the already constrained area, avoids reconstruction of the flood gate, and minimizes reconstruction of the proposed embankment. Agenda Item 8H • 107 • Project Details and Costs New Bridge and Driveway The proposed new bridge and driveway will replace the existing bridge and driveway over the Santa Ana River for access to the golf course. This new 130 foot single span precast concrete bridge and golf course access road is estimated to cost approximately $3.28 million. The Commission's estimated cost share is $364,612. Temporary Bike Detour A temporary bike detour will be constructed along the proposed Green River Golf Club access road and on the north side of the Santa Ana River within the limits of the R9Ph2B at an estimated cost of $1.2 million. The Commission's estimated cost share is zero. Utility Relocations The new bridge and access road will accommodate utility relocations from existing Green River Road into the new golf club access road. The existing SoCalGas line and city of Corona water line will be relocated underground within the new GRGC access road. The SCE and AT&T overhead facilities will be relocated between the south side of the new golf course access road and north side of the Santa Ana River on new wood poles. The AT&T underground legacy line will be rebored to pass under the Santa Ana channel and temporary diversion channel in approximately the same location it currently occupies. The size and type of the utilities, relocation lengths and estimated costs are summarized in Table 1. TABLE 1 Estimated Utility Relocation Costs NO. UTILITY RELOCATION LENGTH (linear feet) TOTAL COST 1 4" GAS - SoCalGas 1700 $ 0 2 12" WATER - CITY OF CORONA 1700 223,850 3 12KV OVERHEAD - SCE 2500 298,408 4 OVERHEAD FIBER OPTIC LINE - AT&T 2500 0 5 12 DUCT UNDERGROUND AT&T 1700 2,15.0,000 TOTAL $2,672,258 The Commission's estimated cost share for utility relocation is $1,298,821. Agenda Item 8H 108 The total Commission estimated cost -share for the improvements included as part of the cost participation agreement with OCFCD, RCFC & WCD, and the Commission that would accommodate the proposed ultimate improvements for the SR-91 CIP is approximately $1,663,433. RECOMMENDATION: In summary, the SR-91 CIP team through close coordination with USACE has been able to propose modification to the USACE project that will be mutually beneficial to all parties. By sharing the differential construction costs for a new bridge that relocates the access to the Green River Golf Club to the east and associated utility relocations from the existing Green River Road into the new access road, the relocation of the AT&T fiber optic underground legacy line, the SR-91 CIP will save future utility relocation and construction costs of approximately $5 million. Staff recommends that the Commission enter into a cost sharing agreement with the RCFC & WCD and OCFCD to fund their fair share of these improvements. A letter of intent detailing key points of the agreement and cost sharing between the three agencies is attached. Staff is recommending approval of Agreement No. 11-31-090-00 with OCFCD and RCFC & WCD, to participate in costs of utility relocations, and associated work to be performed in conjunction with the USACE R9Ph2B bank protection project in advance of the SR-91 CIP in the total not to exceed amount of $2.1 million including a contingency of $436,567. There is sufficient capacity in the FY 2010/11 budget for anticipated expenditures of $1.3 million, although a transfer from the SR-91 CIP engineering expenditures to the -SR-91 CIP construction expenditures is required. The remaining $800,000 of expenditures has been included in the FY 2011/12 budget that will be presented to the Commission in June 2011 for approval. Financial Information In Fiscal Year Budget: NO Year: FY 2010/11 Amount: $1,300,000 N/A FY 2011/12 $800,000 Source of Funds: 2009 Measure A Western County Budget Yes (transfer) highway, 2010 Bonds proceeds Adjustment: N/A 003028 81301 00000 0000 262 31 81301 $1,300,000 FY 2010/11 GLA No.: 003028 81110 00000 0000 262 31 81101 ($1,300,000) FY 2010/11 003028 81301 00000 0000 262 31 81301 $800,000 FY 2011/12 Fiscal Procedures Approved: \44,440,110 o Date: 04/14/11 Attachment: Draft Agreement Cost Sharing of Relocation of Driveway, Bridge, and Utilities Agenda Item 8H • 109 • 1 2 3 4 5 6 7 8 9 10 11 . 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 AGREEMENT This agreement, hereinafter referred to as "AGREEMENT' and for purposes of identification hereby numbered D11-002 (ORANGE COUNTY FLOOD CONTROL DISTRICT Agreement Number) and 11-31-090-00 (RIVERSIDE COUNTY TRANSPORTATION COMMISSION Agreement Number) and dated the day of , 2011, is BY and AMONGST ORANGE COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic, hereinafter referred to as "OCFCD," AND RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, a body corporate and politic, hereinafter referred to as "RCFC&WCD," RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a body corporate and politic, hereinafter referred to as "RCTC," Which are sometimes individually referred to as "PARTY," or collectively referred to as "PARTIES." RECITALS WHEREAS, the Water Resources Development Act of 1986: (WRDA), Public Law 99-662, authorized construction of flood control improvement features for the Santa Ana River Mainstem Project ("SARMP") which includes, as a component, improvements to the Lower Santa Ana River ("LSAR"); WHEREAS, improvements to the LSAR include construction of approximately 6,000 linear feet of bank protection and a temporary water diversion canal extending through the counties of Orange and Riverside, also known as Santa Ana River Reach 9 Phase 2B (hereinafter referred to as "PROJECT'); WHEREAS, PROJECT is located within the southern portion of the Green River Golf Club ("GRGC") and adjacent to State Route 91 freeway ("SR-91"), between Coal Canyon Road and the Green River Mobile Home Park, as shown in Exhibit A (SAR Reach 9 Phase 2B Location Map) which is attached Page 1 110 1 2 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 OCFCD Agreement No. D11-002 RCrC Agreement No. 11-31-090-00 hereto and incorporated by this reference; WHEREAS, the purpose of PROJECT is to protect the SR-91, the only major route for commuters between Riverside and Orange Counties, from damages due to storm water releases from Prado Dam; WHEREAS, OCFCD and RCFC&WCD, pursuant to their Local Cooperation Agreement ("LCA") with United States Army Corps of Engineers ("CORPS"), are the Local Sponsors of PROJECT with the CORPS, as the PROJECT proponent, responsible for the preparation of PROJECT plans, specifications and estimates, construction administration, and for compliance with all applicable legal requirements related thereto, as authorized by WRDA; WHEREAS, as Local Sponsors, OCFCD and RCFC&WCD are responsible for providing all lands, easements, rights -of -way, relocations and disposal sites (hereinafter referred to collectively as "LERRDS") required for construction of SARMP, within their respective jurisdictional boundaries; WHEREAS, OCFCD is the fee owner of GRGC and desires to implement various features for the GRGC as part of PROJECT; WHEREAS, in order to ensure flexibility for potential future projects, including but not limited to the proposed SR-91 Corridor Improvement Project, RCTC is cost -sharing with the Local Sponsors in the relocation of existing utilities and other facilities in an effort to minimize any future potential disturbances to these facilities and/or relocations within the PROJECT site; WHEREAS, as Local Sponsors, OCFCD and RCFC&WCD, by way of a request to the CORPS, are allowed to implement during construction additional features not otherwise included within the scope of CORPS' responsibilities, funding or otherwise, per the LCA for PROJECT (hereinafter referred to as "BETTERMENTS"); WHEREAS, PARTIES desire to include various LERRDS and BETTERMENTS as part of Page 2 111 • 1 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 RCIC Agreement No. 11-31-090-00 PROJECT, including the relocation of the bridge and driveway, the relocation of various utilities that are in conflict with PROJECT and other potential future SR-91 improvements, and the construction of a temporary bikeway detour, hereinafter referred to collectively as "RELOCATIONS"; WHEREAS, PARTIES understand that CORPS, as the project proponent for the entire SARMP, has sole authority to determine which additional features requested by PARTIES to be implemented are included within the scope of the CORPS' responsibilities per LCA for PROJECT (hereinafter referred to as "PROJECT COST"), or otherwise classified as LERRDS or BETTERMENTS; WHEREAS, PARTIES desire to enter into AGREEMENT for the purpose of defining the roles and responsibilities of PARTIES for the cost -share of RELOCATIONS; WHEREAS, it is in the public interest for PARTIES to cooperate with the financing of the design and construction of RELOCATIONS. NOW, THEREFORE THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. RECITALS The recitals set forth above are incorporated herein by this reference. 2. PURPOSE The purpose of this AGREEMENT is to establish the terms and conditions for implementation of RELOCATIONS, and establish the terms under which PARTIES will contribute towards the cost -share of said RELOCATIONS. 3. PROJECT COORDINATION a. OCFCD's Director of the OC Public Works Department ("OC Public Works"), or an authorized designee, hereinafter referred to as "OCFCD REPRESENTATIVE," shall be OCFCD's representative in all matters pertaining to this AGREEMENT. b. RCTC's Executive Director, or an authorized designee, hereinafter referred to as Page 3 112 • 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 OCFCD Agreement No. D11-002 ROTC Agreement No. 11-31-090-00 any adjustments to the various costs, the final costs shall be based upon CORPS' final accounting of cost for RELOCATIONS and shall be allocated per the specific cost -share percentages set forth in Table 2 of Exhibit B. b. PARTIES shall contribute equally to the incremental difference in the construction cost between a temporary and permanent bridge and driveway, as shown in Exhibit B, Table 1, Item 1(a), Column 10. Including adjustments for contract administration and contingencies, the difference, estimated at approximately EIGHT HUNDRED THIRTY THOUSAND DOLLARS ($830,000), shall be shared equally by all PARTIES. The CORPS considers the incremental difference in cost an "BETTERMENT", and PARTIES concur, since PROJECT only requires a temporary bridge and driveway during construction. Similarly, the incremental design cost, as shown in Exhibit B, Table 1, Item 1(b), Column 10 and estimated to be approximately TWO HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($265,000), for the permanent bridge and driveway shall be shared equally among PARTIES. c. OCFCD shall assume 97% of the cost, as shown in Exhibit B, Tables 1 and 2, Item 2(a), Column 5, for implementation of the temporary bikeway detour, which is estimated at approximately EIGHT HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($865,000), since the existing Class I bikeway is located almost entirely within Orange County. RCFC&WCD shall pay for the remaining 3%, as shown in Exhibit B, Tables 1 and 2, Item 2(a), Column 7, estimated at approximately TWENTY-SEVEN THOUSAND DOLLARS ($27,000). The CORPS considers this temporary bikeway detour as LERRDS within Orange and Riverside Counties, and PARTIES concur. Similarly, the design cost for the bikeway detour shall be shared by the same Page 5 114 OCFCD Agreement No. D11-002 ROTC Agreement No. 11-31-090-00 percentage between OCFCD and RCFC&WCD, as shown in Exhibit B, Table 2, Item 2(b), Columns 5 and 7. d PARTIES shall contribute equally for the funding of the gas (via the Gas Company) and water (via City of Corona) utility relocations, which is shown in Exhibit B, Tables 1 and 2, Items 3 and 4: The CORPS considers these utility relocations BETTERMENTS and therefore constituting RELOCATIONS per this AGREEMENT, and PARTIES concur, since these services only pertain to the GRGC. These utility relocations will be implemented as part of the CORPS design and construction contracts. RCTC shall remit its portion of the cost -share directly to RCFC&WCD, within thirty (30) days upon receipt of an invoice from CORPS. e. OCFCD shall be solely responsible for the relocation of irrigation and wells impacted by PROJECT within the GRGC, as shown in Exhibit B, Tables 1 and 2, Item 5. The CORPS considers these relocations as BETTERMENTS and therefore constituting RELOCATIONS per this AGREEMENT, and PARTIES concur, because these utilities service only the GRGC. f. RCFC&WCD and RCTC shall share equally in the cost for implementation of the power (via SCE) and cable/internet/phone (via AT&T) relocations, as shown in Exhibit B, Tables 1 and 2, Items 6 and 7. The CORPS considers these RELOCATIONS as LERRDS within Riverside County, and PARTIES concur. Should RCFC&WCD and RCTC desire to include these RELOCATIONS as part of a CORPS construction contract change order, payment shall be remitted directly to the CORPS by way of RCFC&WCD. RCTC shall remit its portion of the cost -share directly to RCFC&WCD, within ninety (90) days upon receipt of an invoice from CORPS, as the Page 6 115 • 1 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 RCTC Agreement No. I1-31-090-00 latter is the Local Sponsor of the SARMP in Riverside County. g. Each PARTY shall each be responsible for its own individual administration costs, including, but not limited to, right-of-way engineering and real estate services (e.g., quitclaim, easement deed preparation, and recording). h. Pending the determination of prior rights, OCFCD and RCTC shall cooperate with RCFC&WCD in its issuance of notices to relocate utilities within Riverside County and with the preparation of reimbursement agreements with the utility agencies. Concerning those RELOCATIONS that are a part of the CORPS construction contract (either by bid documents or by contract change orders) for PROJECT, RCTC may, at its sole discretion and solely for the benefit of RCTC, at no cost to OCFCD, RCFC&WCD, or CORPS, furnish a Project Manager during construction. RCTC Project Manager's access to the PROJECT site shall be subject to meeting all CORPS regulations as dictated by CORPS' Resident Engineer. RCTC shall be entitled to consult and cooperate with CORPS' Resident Engineer, ensure conformance of the construction of RELOCATIONS with the approved plans and specifications, and provide review and approval for any change orders associated with the items listed in Exhibit B. However, after consultation and cooperation with RCTC, the decision of CORPS' Resident Engineer regarding all matters involving the construction of RELOCATIONS shall be final. All proposed contract change orders for RELOCATIONS shall be subject to review, consultation and concurrence by RCTC prior to their execution and implementation. However, RCTC's decision regarding contract change orders shall be subordinate to CORPS' Resident Engineer's decision, which shall be final. Page 7 116 OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 k. As construction of the items of work identified in Exhibit B for RELOCATIONS under this AGREEMENT progresses, it may be determined that some items of work or portions thereof may not be required, resulting in excess funds. Further, actual construction costs may be less than the estimated funds as shown in Exhibit B. As such, each PARTY's unused funds may be shifted among the various items of work listed in Exhibit B at the discretion of each PARTY. Refund of overpayment to any PARTY shall be based on a final accounting provided by the CORPS. I. Similarly, as construction of the items of work identified in Exhibit B for RELOCATIONS under this AGREEMENT progresses, it may be determined that additional funds not previously anticipated may be required. As such, all PARTIES agree that they will contribute using the same cost -share percentages shown in Exhibit B, Table 2 for tasks that have been previously identified. Any additional tasks required for the implementation of RELOCATIONS that were not previously identified in Exhibit B shall be funded per CORPS' determination of the type of work necessary (PROJECT COST, LERRDS or BETTERMENT) and with the mutual written consent of all PARTIES. 6. NOTICES a. Notices or other communications which may be required or provided under the terms of this AGREEMENT shall be given as follows: OCFCD: Director OC Public Works Department County of Orange P.O. Box 4048 Santa Ana, CA 92702-4048 Facsimile No. (714) 834-2395 Page 8 117 • 1 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 16 17 18 19 20 21 22 23 24 . 25 26 RCFC&WCD: RCTC: OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 General Manager -Chief Engineer Riverside County Flood Control and Water Conservation District 1995 Market Street Riverside, CA 92501 Facsimile No. (951) 788-9965 Executive Director Riverside County Transportation Commission P.O. Box 12008 Riverside, CA 92502 Facsimile No. (951) 787-7920 b. All notices shall be in writing and deemed effective when delivered in person, on the day of delivery, on the business day following deposit of notice with an overnight delivery service such as Federal Express, or on the fifth business day after deposit in the United States mail, first class, postage prepaid and addressed as above. Any notices, correspondence, reports, and/or statements authorized or required by this AGREEMENT, addressed in any other fashion shall be deemed not given. c. Each PARTY hereto may change its address to which notices are to be sent by giving notice of such change to the other two PARTIES. 7. INDEMNIFICATION a. Indemnification by RCTC RCTC hereby agrees to indemnify, defend (with counsel approved in writing by OCFCD and RCFC&WCD), and hold harmless OCFCD, RCFC&WCD, Counties of Orange and Riverside ("COUNTIES") and the officers, Board of Supervisors, elected and appointed officials, employees, authorized agents and representatives of OCFCD, RCFC&WCD, and/or COUNTIES ("OCFCD/RCFC&WCD/COUNTIES INDEMNITEES") from any and all losses, injuries, liability, damages, claims, proceeding or action, present or future, costs and expenses (including but not limited Page 9 118 OCFCD Agreement No. D11-002 ROTC Agreement No. 11-31-090-00 to attorney fees and court costs, cost of investigation, defense and settlements or awards), incurred by or made against OCFCD, RCFC&WCD, COUNTIES, or any OCFCD/RCFC&WCD/COUNTIES INDEMNITEES, based upon, arising out of or in any way relating to: (i) any breach of this AGREEMENT by RCTC, or (ii) the actual or alleged willful misconduct or negligent acts or omissions of RCTC and/or RCTC INDEMNITEES (as defined below) in connection with the performance under this AGREEMENT; provided, however, that the indemnification provided by this subparagraph shall not operate to relieve OCFCD, RCFC&WCD, or COUNTIES from any loss, injury, liability, damages, claims, costs or expenses to the extent determined by a court of competent jurisdiction to have been proximately caused by the willful misconduct or negligent acts or omissions of OCFCD, RCFC&WCD, COUNTIES, or the OCFCD/RCFC&WCD/COUNTIES INDEMNITEES, or any of them. As used in this subparagraph and subparagraphs b and c below, the term "OCFCD/RCFC&WCD/COUNTIES INDEMNITEES" shall include any of the officers, Board of Supervisors, elected or appointed officials, employees, agents or representatives of the OCFCD, RCFC&WCD, County of Orange, and County of Riverside. b. Indemnification by RCFC&WCD RCFC&WCD hereby agrees to indemnify, defend (with counsel approved in writing by OCFCD and RCTC), and hold harmless OCFCD, County of Orange ("ORANGE COUNTY"), RCTC and the officers, Board of Supervisors, elected or appointed officials, employees, agents and representatives of OCFCD, RCTC and/or COUNTY ("OCFCD/ORANGE COUNTY/RCTC INDEMNITEES") from any and all losses, Page 10 119 • 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 injuries, liability, damages, claims, proceeding or action, present or future, costs and expenses (including but not limited to attorney fees and court costs, cost of investigation, defense and settlements or awards), incurred by or made against OCFCD, ORANGE COUNTY, RCTC or any OCFCD/ ORANGE COUNTY/RCTC INDEMNITEES, based upon, arising out of or in any way relating to: (i) any breach of this AGREEMENT by RCFC&WCD, or (ii) the actual or alleged willful misconduct or negligent acts or omissions of RCFC&WCD and/or RCFC&WCD INDEMNITEES (as defined above) in connection with the performance of this AGREEMENT; provided, however, that the indemnification provided by this subparagraph shall not operate to relieve OCFCD, ORANGE COUNTY or RCTC from any loss, injury, liability, damages, claims, proceeding or action, present or future, costs or expenses (including but not limited to attorney fees and court costs, cost of investigation, defense and settlements or awards) to the extent determined by a court of competent jurisdiction to have been proximately caused by the willful misconduct or negligent acts or omissions of OCFCD, ORANGE COUNTY, RCTC or the OCFCD/ORANGE COUNTY/RCTC INDEMNITEES. c. Indemnification by OCFCD OCFCD hereby agrees to indemnify, defend (with counsel approved in writing by RCFC&WCD and RCTC), and hold harmless RCFC&WCD, County of Riverside ("RIVERSIDE COUNTY"), RCTC and the officers, Board of Supervisors, elected or appointed officials, employees, agents and representatives of RCFC&WCD, RCTC and/or RIVERSIDE COUNTY ('RCFC&WCD/RIVERSIDE COUNTY/RCTC INDEMNITEES") from any and all losses, injuries, liability, damages, claims, Page 11 120 OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 proceeding or action, present or future, costs and expenses (including but not limited to attorney fees and court costs, cost of investigation, defense and settlements or awards), incurred by or made against RCFC&WCD, RIVERSIDE COUNTY, RCTC or any RCFC&WCD/RIVERSIDE COUNTY/RCTC INDEMNITEES, based upon, arising out of or in any way relating to: (i) any breach of this AGREEMENT by OCFCD, or (ii) the actual or alleged willful misconduct or negligent acts or omissions of OCFCD and/or OCFCD INDEMNITEES (as defined above) in connection with the performance of this AGREEMENT, provided, however, that the indemnification provided by this subparagraph shall not operate to relieve RCFC&WCD, RIVERSIDE COUNTY or RCTC from any loss, injury, liability, damages, claims, costs or expenses to the extent determined by a court of competent jurisdiction to have been proximately caused by the willful misconduct or negligent acts or omissions of RCFC&WCD, RIVERSIDE COUNTY, RCTC or the RCFC&WCD/ RIVERSIDE COUNTY/RCTC INDEMNITEES. 8. INDEPENDENT CONTRACTOR STATUS This AGREEMENT is by and amongst the PARTIES for the purposes described herein and is not intended and shall not be construed so as to create the relationship of agent, servant, employee, partnership, joint venture or association, as amongst the PARTIES. 9. SUCCESSORS This AGREEMENT shall be binding on the successors of the PARTIES hereto and shall not be succeeded by any PARTY without the prior written consent of the other PARTIES. The consent of such other PARTIES shall not be withheld unreasonably but, prior to approving any such succession involving the performance of any obligations pursuant to this Page 12 121 • 1 2 3 4 5 6 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 RCiC Agreement No. 11-31-090-00 AGREEMENT, the other PARTIES shall be satisfied by competent evidence that the successor is technically qualified and financially able to perform those services to be succeeded. Failure to obtain the other PARTIES' required prior written approval of any proposed succession will render such succession void. 10. WAIVER OF RIGHTS The failure of PARTIES to insist upon strict performance of any of the terms, covenants or conditions of this AGREEMENT shall not be deemed a waiver of any right or remedy that PARTIES may have, and shall not be deemed a waiver of the right to require strict performance of all the terms, covenants and conditions of this AGREEMENT thereafter, nor shall such failure constitute a waiver of any remedy for the subsequent breach or default of any term, covenant or condition of this AGREEMENT. 11. APPLICABLE LAW This AGREEMENT has been negotiated and executed in the State of California and shall be governed by and construed in accordance with the laws of the State of California. 12. SEVERABILITY If any part of this AGREEMENT is held, determined or adjudicated to be invalid, void or unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT shall be given effect to the fullest extent reasonably possible. 13. ATTORNEY FEES/COSTS Should litigation be necessary to enforce any terms or provisions of this AGREEMENT, then each PARTY shall bear its own litigation and collection expenses, witness fees, court costs and attorney fees. Page 13 122 OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 14. EXHIBITS This AGREEMENT incorporates by this reference, the following exhibits, which are attached hereto and incorporated herein: a. Exhibit A b. Exhibit B 15. WAIVER AND INTERPRETATION Titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this AGREEMENT or any provisions hereof. No provision in this AGREEMENT is to be interpreted for or against a PARTY because that PARTY or its legal representative drafted such provision. 16. AUTHORITY The PARTIES to this AGREEMENT represent and warrant that this AGREEMENT has been duly authorized and executed and constitutes the legally binding obligation of their respective organizations or entities, enforceable in accordance with its terms. 17. AMENDMENT(S) It is mutually understood and agreed by PARTIES that no addition to, alteration of, or variation of the terms of this AGREEMENT, nor any oral understanding or agreement not incorporated herein, shall be valid unless made in writing and signed and approved by all PARTIES. 18. ENTIRE AGREEMENT This document sets forth the entire AGREEMENT between the PARTIES and may be modified only by a written amendment amongst the PARTIES hereto, in accordance with Paragraph 17 ("AMENDMENT(S)"), above. Page 14 123 • 1 2 3 4 5 6 7 8 9 10 11 • 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 /// OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 19. SIGNATURE IN COUNTERPART This AGREEMENT may be executed and delivered in any number of counterparts or copies by the PARTIES hereto. Each counterpart shall be deemed an original and, taken together, shall constitute one and the same AGREEMENT, which shall be binding and effective as to the PARTIES hereto. Page 15 124 • • 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 • 26 DCFCD Agreement No. D11-002 RCiC Agreement No. 11-31-090-00 IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in counterparts on the dates opposite their respective signatures and each such counterpart shall be deemed an original: Orange County Flood Control District, a body corporate and politic Date: By Date: Date: `t - Ji I APPROVED AS TO FORM Office of the County Counsel Oran County, California By: Deputy Chair of the Board of Supervisors Orange County, CA Signed and certified that a copy of this document has been delivered to the Chair of the Board per G.C. Sec 25103, Reso 79-1535. Attest: Darlene J. Bloom Clerk of the Board of Supervisors County of Orange, California Page 16 125 26 on OCFCD Agreement No. D11-002 RCTC Agreement No. 11-31-090-00 IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in counterparts (to be filled in by Clerk of the Board) RECOMMENDED FOR APPROVAL: By: WARREN D. WILLIAMS General Manager -Chief Engineer APPROVED AS TO FORM: PAMELA J. WALLS County Counsel By: RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT a body corporate and politic in the State of California By: MARION ASHLEY, Chairman Riverside County Flood Control and Water Conservation District Board of Supervisors ATTEST: KECIA HARPER-IHEM Clerk of the Board By: NEAL KIPNIS Deputy Deputy County Counsel (SEAL) Page 17 126 Deputy 1 2 3 4 5 6 7 8 9 10 11 i 12 13 14 15 16 17 18 19 20 21 22 23 24 • 25 26 OCFCD Agreement No. D11-002 ROTC Agreement No. 11-31-090-00 IN WITNESS WHEREOF, the PARTIES hereto have executed this AGREEMENT in counterparts on the dates opposite their respective signatures and each such counterpart shall be deemed an original: RIVERSIDE COUNTY TRANSPORTATION COMMISSION A body corporate and politic in the State of California Date: By. Chairman, Commission SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE COMMISSION By: APPROVED AS TO FORM GENERAL COUNSEL, RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: General Counsel Date Page 18 127 v3901t1671N3Nt/W2/3d • NOIIOEION:Id >INd6 b6-?3S cdVIN NQ11V90 1 8Z 3SVHc1 6 HOV3H HVS • • • • EXHIBIT B OCFCD, RCFC&WCD & RCTC COST -SHARE SUMMARY TABLE FOR RELOCATIONS ' — , i tiet Ptit lUiv---'4 '' 1,40 da d ; r " �" Giii Ii�11 jl[i61' 4(ICCNi ��iGdr 1 gtivr 1t;i411 41141.11 =:. r. TT i�j1 1t ��j (', �j i) m...� hl ' ) �® w� < E.�� t" ,.-1-A� -L\yJ �\r#p { 1. Bridge and Driveway a)Construction $2261,785 $225, 178 $2,487,963 $1,658,642 $276,440 $276440 $276,440 $829,321 b) Design $793.545 $0 8793.545 $529,030 $88,172 $88,172 $88,172 $264, 515 Subtotal $3,055,330 $226,178 $3,281,508 $2,187,672 $364,612 $364,612 $364,612 $1,093,836 2. Temporary Bikeway Detour a) Construction $812,556 $81.256 $893,812 $866,998 $26,814 $893.812 b) Design $309.164 $0 $309,164 $299,889 $9,275 $309,164 Subtotal $1,121,720 $81,256 $1,202,976 $1,166,887 $36,089 $1,202,976 3. Gas (The Gas Company). $o So S6 $o 4. Water (City of Corona, by Corps) $203,500 $20,350 $223,850 $74,617 $74,617 $74,617 $223,850 5. GRGC Irrigation & Wells $387,000 $38,700 $425,700 $425,700 $425,700 6. Power (SCE) $298,408 $0 $298,408 $149,204 $149,204 $298,408 7. Cable/Internet/phone (AT&T) a) Corps -performed portion $1,500.000 $150.000 $1,650,000 $825,000 $825,000 $1,650,coo b) AT&T -performed portion $500,000 $0 $500,000 $250,000 8250,000 S500,000 Subtotal $2,000,000 $150,000 $2,150,000 $1,075,000 $1,075,000 $2,150,000 Total $7,065,958 $516484 $7,582,442 $2,187,672 S1.166,887 $864,929 $1,260,293 $439,229 $1,663,433 $5,394, 770 I)Ih'�� 4 d ,"°x ),`(I�a '''F'St)_rk1" 0$' 8._ ,� t�{ildkij _ It Y P fii';-I II " ,G � F; 1 df#d rr„iFi °r a4( d � 4 CEO `?' - 1 ® 3pr 4r ma i a 1s 9i� l',. 1. Bridge and Driveway a)Construction $2,261,785 $226,178 $2.487,963 66.67% 11.11% 11.11% 11.11% 33.33% b) Design $793,545 $0 8793,546 66.67% 11.11% 11.11% 11.11% 33.33% Subtotal $3,055,330 $226,178 $3,281,508 66.67% 11.11% 11.11% 11.11% 33.33% 2. Bikeway Detour3 a) Construction $812.556 $81,256 $893,812 97.00% 300% 100,00% b) Design $309,164 $0 $309,164 97.00% - 3.00% 100.00% Subtotal $1,121,720 $81,256 $1,202,976 97.00% 3.00% 100.00% 3. Gas (The Gas Company)' $0 $o $0 33.33% ` 33.33% 33.33% 100.003/4 4. Water (City of Corona) $203,500 $20,350 $223,850 33.33% 33.33% 33.33% 100.00% 5. GRGC Irrigation & Wells $387,000 $38,700 $425,700 100.00% 100.00% 6. Power (SCE) $298,408 $0 $298,408 50.00% 50.00% 100.00% 7. Cable/Internet/Telephone (AT&T) a) Corps -performed portion $1, 500,000 $150,000 $1,650,000 50.00% 50.00% 100.00% b) AT&T -performed portion $500,000 SO $500,000 50.00% 50.00% 100.00% Subtotal $2,000,000 5150,000 $2,150,000 50.00% 50.00% 100.00% Total $7,065,958 $516,484 $7,582,442 ' Final amount subject to final accounting by Corps 3 Contract administration is estimated at 10% of the construction cost for work performed by the Corps' contractor 'Percentages based on proportion of Class I Bikeway within Counties of Orange and Riverside `Per The Gas Company, the gas relocation cost will be paid for by The Gas Company 091 8313N38 V N33M138 DNILIVHS 1800 103f08d 8Z 3SVHd 6 HOV3E1 1:13A113 VNV VINVS .1.33r Ohld IN3IN3A0EldVil 1:10011:11:100 1.6-US 6 oLo'sseps sicsoci.s czs'ess`ts eeptsols siviol awstio oto•zoeLt /88'98L'i 5 oo•te 1590 `SE 8 00 E 0 3MV1 3)110 AnnN 1ntlisN0a (.9.: gereao'Ls moans evee tiscvses ECTC EL9 1,9C It ECTE OVOld s 30ande M3N 10nu1sN09 ® 000'081'Z 8 0 - 000 '81.0 1.9 00 02 000 '8/0.1. 4 00'08 on 1 VIV 031 VOL0138 0 eop'esz s o -- voz 'en s oo.os VOV6V1. 2 00'08 0V81-183A0 AWL 30S 031%10013H 0 088.CEZ 8 L19'9L 8 EE'CE L191 7 L $ MEE LL9'1> LC MEC tf 31YM „Ct Vt40800 oanroolau ® 0 0 0 0 -- sv0 ..i, 00s aalvoo-tau (i) 91%9101 J.N110111V INION3d iNnovev .I.N3ON3d INCIOMY IN30113d NOLIAIN0830 'ON 3VIIN8 00A00 MIVN9 00iON 2NYN8 O.LOM ONNIVEIS IS03 A3N3DV liENHX3 . ;61".1toia7'!A • • • SAR Reach 9 Phase 2B Project Letter of Intent for RCFCWCD and RCTC Page 2 As you already know, our staffs have agreed after several consultations that each agency will benefit in coordinating our efforts together and equitably sharing the cost for various tasks required during the Corps' implementation of the R9Ph2B project, including the relocation of the existing GRGC bridge and utilities. The utility relocations, as required for the SARMP, are entirely a local sponsors' responsibility. RCTC, however, has expressed its willingness to contribute to these tasks, financially or otherwise, to facilitate modifying utility relocations to be compatible with the future widening of the freeway. The bridge relocation benefits the GRGC since it would replace an existing bridge that is near the end of its useful life. It would also benefit RCFC&WCD since a new relocated bridge wot.ild eliminate a "gap" in the Santa Ana River levee thereby eliminating additional O&M responsibility for RCFC&WCD and provide a crossing for utilities. It would also enable flexibility in RC-TC's proposed expansion of SR91 in the future given the limited right-of-way available to provide access to GRGC and Star Ranch culvert, and to relocate the existing bikeway. (Please refer to our letter dated May 21, 2009 requesting the Corps to construct the temporary access road/bridge as permanent facilities.) Moreover, the Corps' response letter dated July 13, 2009 has concurred that the relocated bridge is a superior design, especially since the cost is more or less the same as the temporary bridge after accounting for cost savings related to, the elimination of sheet pile/stop log system. As you may already know, the Corps' R9Ph2B project is being funded by the American Recovery and Reinvestment Act of 2009 (also known as stimulus funds) and has an expedited construction schedule that requires extraordinary commitment and cooperation from our agencies in order to meet the Federal appropriations deadline. The Corps has completed its construction bid documents and plans to award the contract by September 30, 2009. For our part, an agreement between our agencies is required to address -cost- sharing and other issues prior to the advertisement for bids. The Corps', schedule, however, does not allow adequate time to draft an agreement and have our respective governing boards approve and execute it. In the interim while OCFCD staff is preparing a draft agreement, we request your concurrence to the following key points that will be included in the proposed three -party agreement, which we will subsequently recommend to our respective boards when we bring the agreement to our boards for approval and execution. Please note that these key points were Formulated based upon previous meetings between our staffs and based upon the Corps' interpretation of the SARMP Local Cooperation Agreement (LCA) as contained in the Corps letter mentioned above. We are sending a table (attached) which summarizes the proposed cost -share among the agencies including "LERRDe (Lands, Easements, Relocation, Right--of-Way and Disposal Sites) as described in the MCA. The estimated construction costs as shown on the table were increased by 25% to account for contract administration and contingencies. The key points for the proposed three -party agreement are as follows: 132 SAR Reach 9 Phase 29 Project Letter of Intent for RCFCwCD and RCTC Page 3 1) OCFCD, RCFC&WCD, and RCTC shall contribute equally in the incremental difference in cost between a temporary and permanent bridge/driveway. Including adjustments for contract administration and contingencies, the difference (approximately $750,000) shall be shared equally by the three agencies. The Corps considers the incremental difference a "betterment" sincethe R9Ph2B project only requires a temporary access road/bridge during construction. Similarly, the incremental design cost (approximately $265,000) for the permanent bridge shall be shared equally among the three agencies. 2) OCFCD shall assume 970/0 of the cost for implementation of die bikeway detour since the existing Class I bikeway is located almost entirely within Grange County. RCFC&WCD shall pay for the remaining 31l0. The Corps considers this relocation as "LERRDs" within Orange and Riverside Counties. Similarly, the design cost for the bikeway detour shall be shared by the same percentage between the two agencies. 3) OCFCD, RCFC&WCD, and ROTC shall contribute equally for the funding of the gas and water utility relocations. The Corps considers these utilities "betterments" as they service only the golf course. It is anticipated that these utility relocations would be implemented as part of the Corps design and construction contracts. RCTC shall remit its portion of the cost share directly to RCFC&WCD as the latter is the local sponsor of the Santa Ana River Mainstem Project within Riverside County.. RCFC&WCD, in turn, would remit the funds directly to the Corps before the award of the construction contract. 4) RCFC&WCD and RCTC shall share equally in the cost for implementation of the power and cable/internet/phone relocations. The Corps considers these relocations as "LERRDs" within Riverside County. Should RCFC&WCD and RCTC wish to include said relocations as part of the Corps construction contract, payment shall be remitted directly to the Corps by way of RCFC&WCD. RCTC shall remit its portion of the cost -share directly to RCFC&WCD as the latter is the local sponsor of the Santa Ana River Mainstem Project within Riverside County. 5) OCFCD, RCFC&WCD, and RCTC shall each be responsible for its own individual administration costs, including right-of-way engineering and real estate services (e.g., quitclaim, easement deed preparation, and recording). 5) Pending the determination of prior rights, OCFCD and ROTC shall cooperate with RCFC&WCD in its issuance of notices to relocate and the preparation of reimbursement agreements with the utility agendes. 7) OCFCD, RCFC&WCD, and ROTC agree to enter into a cooperative agreement to include the key points outlined herein. The three agencies shall endeavor to finalize the agreement within 30 days from the execution of this letter and proceed thereafter for their respective boards' approvals. 133 SAR Reach 9 Phase 28 Project Letter of Intent for RCFCWCD and RCTC Page 4 It is mutually agreed by OCFCD, RCFC&WCD, and RCTC that the key points described in this letter of intent, including the cost -sharing distribution, are not binding and are subject to approval of an agreement by each party's respective governing board. I sincerely believe that this cost -share is fair and our agencies would mutually benefit in this proposed agreement. I would truly appreciate your timely concurrence by signing in the space below. If you should have any questions, please feel free to call Nadeem Majaj at (714) 667-3220 or Lance Natsuhara at (714) 834-5398. Sincerely, Ignacio G. Ocirector/Chief Engineer, OC Engineering Orange County Flood Control District Warren D. "Dusty" Williams General Manager -Chief Engineer Riverside County Flood Control and Water Conservation District ne Mayer Executive Director Riverside County Transportation Commission Attachments: R9Ph2B Cost -Share Summary Table Local Sponsors' Letter to Corps dated May 21, 2009 Corps Response Letter dated July 13, 2009 cc: Nadeem Majaj, OCPW Lance Natsuhara, OCPW Zully Smith, RCFCWCD Michael Bdomquist, RCTC Khalid Bazmi, RCTC SASARMENGINEERlNG\Greg YAReach 9 Phase 219 Diener of intent - Cost Share RCFCWCD 8 RCTC (F1NAL)..doc 134 • • Reach 9 Phase 28 Cost -Share Summary Table* i i l �xt tl ti{I E�*xl .,... , {� � x,=¢ m p. 3`L:. x'b+ ^,i.: ] Ir''4ill711CUI'v.-11 li �y A e^ NSi} #" LY! r6i1 ' : T1ay:1 � !`. d d 'A`-t. X k °" 'C } '@dI g.. :✓ tl{ IVrI W 1 .'.. 1. aBridge and Drwy $2.250,000.00 $1,500.000.00 $250,000.00 $250.000.00 $250,000.0 * $750,000.00 b) Bridge and Drwy (Design) $794,000.00 $529,333.33 688,222.22 $88,222.22 $88,222.22 $264,666.67 $625,000 00 2. a) Bikeway Detour*** $625,000.00 $606,250.00 $18,750,00 b) Bikeway Detour (Design)*** $310,000.00 $300,700.00 $9,300.00 6310,000.00 3. Ga$ (The Gas Company) $125,000.00 $41,666.67 $41,866,67 $41,666.67 6125.000.00 4. Water (City of Corona) $600,000.00 $200,000.00 $200,000.00 6200,000.00 6600,000,00 5. GRGC irrigation & Wells **** $1,120,000.00 $1.120,000.00 $1,120,000.00 6. Power (SCE) $406,000.00 $203.000.00 $203,000.00 $406,000.00 7. Cable/Internet/phone (AT&T)***** $466,000.60 $233,000.00 6233,000.00 6466,000.00 Total $6,696,000,00 $2,029,333.33 $906,950.00 $1.,699,888.89 $464.050.00 $579,888.89 61,015,88869 $4,666,666.67 w ttea m k;s3 ; At . ti;» ` a° f, ��J a'11 3 '. ,. Ci " S.h?Si{' gy�gVl1i 33.33%m 1. a) Bridge and Drwy $2,250,000.004 66.67% 11.11% 11.11% 11.11% b)Sridge and Drwy (Design) $794,000:00 66.67% 11.11% 11.11% 11.11% 33.33% 2, a) Bikeway Detour*** 6625,000.00 97.00% 3.00% 100.00% b) 9ikeway Detour (Designy' $310,000.00 97 00% 3.00% 100.00% 3. Gas (The Gas. Company) $125,000.00 33.33% 33.33% 33.33% 100.00%* 4: Water,{City of Corona) $600,000.00 33.33% 33.33% 33.33% 100.00% 5. GRGC Irrigation 8 Wens **** $10 0,000.00 t00:00% 100,00% 6. Power (SCE) $406,000.00 50.00% 50.00% 100.00% 7. Cable/intemet/Telep hone (AT&T)*****� 6466,000.00 50.00% 50.00% 100,00% Total $6,696,000.00 ., _ * Final Amount subject to Final Accounting by Corps ** Estimated Construction Cost plus 25% for contract administration and contingencies where applicable *** Estimate Based on Proportion of Class I Bikeway within Counties of Orange and Riverside **** OCFCD only ***** Estimate includes copper line relocation • ORANGE COUNTY blicWorks Our. Community. Our ComMitMent. Bryan .8)leesk, Direacr 300 N. Flower Sarre! Santana, CA PA: Boz 4048 Santa Ana, CA 92702-4048 Telephone:.(714) 834-2300 Fax: (7I4) 834.5188 May 21, 2009 Brian M. Moore, Deputy District Engineer Project Management USACE, Los Angeles District 915 Wilshire Boulevard Los Angeles, CA 90017 Subject: Lower Santa Ana River Reach 9'Phase 2B Project -Permanent Access Bridge/Road for the Green River Golf Club Dear Mr. Moore After consultation with the Riverside Transportation Commission (RCTC), the Orange County Flood Control District (OCFCD) and the Riverside County Flood Control and Water Conservation District (RCFC&WCD), the Local Sponsors of the Reach 9 Phase 2B feature, request that the Corps consider constructing the proposed temporary bridge and access road shown on the current 90% plans, as permanent facilities. After some preliminary evaluations, we believe that it can be accomplished at approximately the same cost and would be mutually advantageous to the Corps, the local Sponsors and RCTC for the following reasons: • A permanent pre -cast concrete bridge with an intermediate center pier in the river can constructed roughly at the same cost as the proposed temporary bridge. The comparison was based on the cost estimates prepared by our consultant, Boyle Engineering, which indicate that a temporary prefabricated steel bridge would cost approximately $1.05 million, while a permanent pre -cast bridge would cost about $1.06 million. Some additional cost will be required for bridge abutments, armoring and for mitigation, Attached is a copy of the preliminary cost comparison. • Demolition of the existing bridge and closing the "gap" at the existing bridge entrance is a superior engineering design that the Local Sponsors highly recommend. This would eliminate the proposed sheet piles and floodwall/stop-log system, which would result in potential cost savings for the project. The cost for demolishing the existing bridge could easily be offset by the savings due to the elimination of the sheet--piles/stop-log system. • The Operation and Maintenance (O&M) Divisions for both Local Sponsors have expressed serious concerns regarding their ability to respond in a timely manner and other logistical problems, if/when the Corps may need to make higher releases out of Prado Dam. As you may know, the Reach 9 Phase 28 project is located at the extreme edge of both counties and during flood fighting times, resources will be limited. Eliminating the floodwall/stop-log system would result in 136 Letter to Brian M. Moore Page of 3 • improved Prado Dam operations, since no coordination would be required between the Dam Operators and the Local Sponsors for the O&M of the floodwall/stop-log system during releases of high flows. • The proposed permanent bridge would enable flexibility in the future expansion of the 91 freeway given the limited right-of-way along the terminus of Green River Road, The portion of the Green River Road at this location would only need to provide private access to the Star Ranch property instead of meeting City of Corinna standards for local road widths. Moreover, it would also allow the relocation of existing SCE power lines away from this narrow portion of Green River Road. • The proposed permanent bridge would replace an existing bridge that was constructed in 1958 that is near the end of its useful life. Since the existing bridge also provides the utility crossing for water line and gas line to the clubhouse, these utilities would likewise be threatened during the release of higher flows from Prado Dam. With the proposed permanent bridge, the local sponsors would be able to relocate these utilities and .provide a more stable utility crossing. We believe that the cost for converting the proposedtemporary access to a permanentaccess road/bridge can be accomplished for roughly the same cost after accounting for cost savings related to elimination of the sheet pile/stop fog system. Should there be a cost increase, the Local Sponsors accept that any incremental increase in cost would be borne by the Local Sponsors and potentially other interested parties, such as RCTC. OCFCD has requested Boyle Engineering to prepare a cost estimate for a modified permanent bridge that would 'lower the elevation of the pile caps of the bridge abutments for better structural stability; This modified bridge is very likely the design that the Local Sponsors will recommend for construction. We will provide you with a refined cost estimate for this alternative as soon as it is available. We have been informed that the Corps plans to award the construction contract by September 30, 2009. Since it would be unlikely that the Corps can prepare plans for the permanent bridge in a short amount of time, OCFCD will provide a set of specifications for the bridge that is adequate for a design -build item, which can be added to the Corps' plans and specifications. In summary, the local sponsors are requesting that the Corps agree to construct a permanent access/bridge instead of the temporary one shown on the 90% plans with the understanding that the Local Sponsors will be responsible for the incremental Increase in Reach 9-Phase 2B construction cost related to this change, if any, We also would like the Corps' approval for the proposed design -build concept for the bridge so that OCFCD can authorize Boyle Engineering to proceed with the preparation of the specifications. Your prompt attention to this request and written concurrence would be ,greatly appreciated. Please call Lance Natsuhara at (714) 834-5398 or Zully Smith at (951) 955-1299 if you have questions or need any additional information. 137 • • • Letter to Brian M. Moore Page 3 of 3 Dusty Williams, General Manager/Chief Engineer Riverside County Flood Control and Water Conservation District Ignacio G. Ochoa, Chief engineer OC Public Works/OC Flood Control District Attachment Preliminary Cost Comparison cc: Zuily Smith, RCFC&WGD Flick Leifield, USAGE Nadeem Majaj Assistant Chief Engineer/ OC Flood Control District Kevin Onuma, Manager, OCPW/Flood Control Division Lance Natsuhara, Manager, OCPW/Santa Ana River Project 138 DEPARTMENT OF THE ARMY Los Ar,4;EL:5 3s5rRicr c;X'7Ps GP ENGINEERS p n EGX 5'a271. „ANGEL S. CALIFORNIA POISE3.2325 July 13, 2009 Civil Works Branch Mr _ Ignacio G. Ochoa, Chief Engineer Orange County Public Works OrangeCounty Flood Control District 300 N. Flower Street P.0 Box 4048 Santa Ana, Calif srnia 92702-4048 Mr. Dusty Williams; General Manager/Chief_ Engineer Riverside County Flood Control and Water Conservation District 1995 Market Street Riverside; California 92501 Dear Mr, Ochoa and Mr. Williams: Reference your letter dated May 21, 2009, regarding the Lower Santa Ana River Reach c Phase 2B project, and the proposed permanent access bridge and road for the Green River Goal Course As a result of the management level teleconference on June 30, 2009, between Orange County Flood Control District (UCFCD), Riverside County Flood Control, Water Conservation District, and the Corps of Engineers on this topic, I would like to also address the California Department of Transportation (CALTRANS) bicycle trail relocation as yell: Your letter proposed designing the golf course temporary access bridge and road as a permanent structure. We have determined that either a temporary bridge and access road or u permanent bridge and access for the ,golf course is considered a betterment because the golf course was acquired for the project flood control impact without conditions to keep it operational This determination is consistent with the Local Cooperation Agreement { 1,C A December 14, 1989, Article 1, Paragraph FL and Corps guidance, provided as an enclosure €_ addition, costs associated with those project features required to protect the existing bridge, �c41 as the stop ions and sheet piles, are betterment as well if the non -Fed sponsor would 'like to maintain access to the golf course, you would be responsible for 100% of the cos: for either a temporary or permanent bridge, and access road as betterment. As the new owner of the property, OCFCD must keep the property available for project purposes and must maintain it to be available for the project for so long as the project remains authorized by Congress The laric acquired is required for the project to meet the project purpose. in this "instance, flood c'; l o1. The only access required for the project purpose would be to maintain the land in a ioridir on _,t receive t!( oki water (tOr examele. mowing.). 139 • However. we have also determined that construction associated with Reach 9, Phase 2B will require a temporary construction access bridge and road in the vicinity of the new bridge you proposed in OCFCD Exhibit 1: Proposed Road Alignment. A temporary construction access bridge and access road vvould be a project construction cast to be cost shared between Federal and Non -Federal sponsors. The CALTRANS bike trail detour and trail bridges, as shown on OCFCD -Exhibit 2 Bike Detour Plan, are directly related to project temporary construction impacts and are considered a competisable Land, Easements, Relocation, Right of Way and Disposal Site (LERRDS) cost. This determination is also consistent with the Local Cooperation Agreement-(LCA) dated December 14, 1989. If the Corps builds a permanent access bridge at ;your request, the incremental cost calculated between -a temporary construction bridge and access road, and a permanent bridge and road built for golf course access, would be considered betterment costs. Furthermore, if the liemranent bridge and road incorporate -a lane for the alike trail detour, the sponsors would receive compensable LERRI7S credit for the cost of the bike trail detour lane. We understand CALTRANS must approve the bike trail detour design as part of the sponsors' application process to secure an encroachment permit for our project right-of-way certification before project advertisement. In order to expedite the sponsors' permit application process, the Corps plans to design the relocated CALTRANS bike trail and effected utilities on behalf of the sponsors. Your assistance will be required to obtain the appropriate CALTRANS requirements: The Corps will contact CALTRANS for an executive level meeting after your permit: application is submitted to expedite the approval process. Please provide your concurrence on this approach, The concept of removing the existing bridge and eliminating the associated stop log system is the best design for the channel and flood control operation, and will be the choice of the C of ps on the final design, Your letter requested approval for the proposed design -build specification concept for the permanent bridge The Corps cannot include a design -build feature in a contract without a lengthy two phase process to evaluate technical qualifications and price proposals I"'he two phase process would not meet our scheduled award date. The Corps will accept a complete design for the permanent bridge. The contract award for peach 9 Phase 2B construction must take place by September 24, 2009, therefore the design of a permanent bridge must be complete to include in a bid amendment not later than August 31, 2009 in order to award the entire Phasc- 2B contract 140 -- — Thank you i'ar your suggestions to enhance the design of the project A copy of this letter ,x. be forwarded to Mr. lance Natsuhara and Ms, Zully Smith. Should you have any questions please feel free to call one at (213) 452-3971, or your staff may contact my project 'Manager ��qr Torras 13ucklew at (21 ) 452-4005. Sincerely; Brian M Moore, Deputy District Engineer for Project Management' 141 • AEC©M Green River Golf Club Access Road — Opinion of Probable Cost of Construction Green River Golf Club Access Road — Opinion of Probable Cost of Construction Executive Summary Construction of an access road from Green River Road to the golf course clubhouse road is under consideration. The road will provide access to the golf course when the Army Corps of Engineers constructs improvements to the Santa Ana River that will eliminate the existing access to the course. The purpose of this study is to provide an estimate of probable cost of construction for the access road, including a new bridge over the Santa Ana River. Following is a summary. of the estimated costs. Costs are +20 percent and do not include costs for construction of the pavement section: Bridge Type porary Prefabricated Truss Purchase 18-Month Rental J Total Cost (including access road) $1.24 million $1.05 Million 1 Permanent Precast Concrete $1.06 million Steel Plate Girder $1.27 million X:10GRINCA600886771Uocs11220 ReponsiGreert River Access Road. doe Page 1 142 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Patti Castillo, Capital Projects Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Amendment to Transportation Uniform Mitigation Fee Regional Arterial Agreement for the Railroad Canyon at Interstate 15 Interchange Project in the City of Lake Elsinore WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 10-72-016-01, Amendment No. 1 to the Transportation Uniform Mitigation Fee (TUMF) Regional Arterial Improvements Agreement No. 10-72-016-00, for the Railroad Canyon/ Interstate 15 interchange with the city of Lake Elsinore (Lake Elsinore) in order to authorize staff to complete the project approval and environmental document (PA&ED) phase with the remaining $52,000 of the $1 million TUMF funds allocated to this phase and to increase the PA&ED phase funding amount by $206,000 to $1,206,000; 2) Approve Assignment and Assumption Agreement No. 11-31-107-00 with Lake Elsinore to facilitate the assignment of the Lake Elsinore agreement (No. 1877) with SC Engineering to continue and complete the PA&ED services associated with the I-15/Railroad Canyon interchange project in the amount of $192,000, plus a contingency amount of $32,000, for a total amount not to exceed $224,000; 3) Approve Agreement No 11-31-107-01, Amendment No. 1 to Agreement No. 11-31-107-00, to facilitate changes to the Lake Elsinore agreement that are necessary to ensure that the language included therein is consistent with the Commission's standard professional services agreements; 4) Authorize the Chair, pursuant to legal counsel review, to execute the agreements on behalf of the Commission; and 5) Authorize the Executive Director, pursuant to legal counsel review, to execute agreements with Ca!trans to reflect non -funding changes related to the project on the behalf of the Commission. Agenda Item 81 143 BACKGROUND INFORMATION: Lake Elsinore initiated the I-15/Railroad Canyon interchange project to improve safety, circulation, and level of service (LOS) of the interchange. The city contracted with SC Engineering to perform the various duties involved in the PA&ED phase such as prepare the project report, perform environmental studies, and prepare the environmental document. In December 2008, the city entered into a project development cooperative agreement with Ca!trans. In February 2010, the Commission entered into Agreement No. 10-72-016-00 with Lake Elsinore to provide $1 million of TUMF Regional Arterial program funds for the project's PA&ED phase. The city has now requested that the Commission manage the completion of the PA&ED phase given the Commission's experience with delivering state highway projects. Lake Elsinore, has completed 70% of the PA&ED phase. The unexpended balance of Agreement No. 10-72-016-00 is $52,000. The city is proposing to amend the TUMF agreement allowing the Commission to use the balance of funds to complete the phase. Staff reviewed the city's proposal and is recommending that the Commission approve this request to complete the PA&ED phase; however, staff estimates that the cost to complete this phase, including estimated Commission staff and other costs (estimated at $34,000), is $206,000. These additional funds will be reprogrammed from a future phase, which is supported by a subcommittee of the Technical Advisory Committee. Staff estimates that this phase can be completed in about seven months. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2010/11 FY 201 1 /12 Amount: $20,000 $186,000 Source of Funds: TUMF Regional Arterial Budget Ad ustment: No N/A GLA No.: 005104 81101 00000 0000 210 72 81 101 Fiscal Procedures Approved: \,,14,2, Date: 04/13/11 Attachments: 1) City of Lake Elsinore TUMF Amendment Request — I-15/Railroad Canyon Interchange Draft Agreement No. 10-72-016-01 2) Assignment and Assumption Draft Agreement No. 11-31-107-00 3) Draft Professional Services Agreement No. 11-31-107-01 Agenda Item 81 • 144 DRAFT ATTACHMENT 1 Agreement No. 10-72-016-01 AMENDMENT NO. 1 TO AGREEMENT FOR THE FUNDING OF TUMF REGIONAL ARTERIAL IMPROVEMENTS WITH THE CITY OF LAKE ELSINORE FOR THE RAILROAD CANYON ROAD @ 1-15 IMPROVEMENTS 1. PARTIES AND DATE This Amendment No. 1 to Agreement No. 10-72-016-00 is made and entered into as of this day of , 201 , by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and the CITY OF LAKE ELSINORE ("City"). 2. RECITALS 2.1 The Commission and the City have entered into an agreement entitled "Agreement for the Funding of TUMF Regional Arterial Improvements with the City of Lake Elsinore" dated February 4, 2010 (the "Master Agreement"). The Master Agreement provides the terms and conditions, scope of work, schedule and funding amount for the PA&ED phase related to the Railroad Canyon Road @ 1-15 Improvement Project (hereinafter the "Project"). The Project is more specifically described in Exhibit "B" of the Master Agreement. 2.2 The parties now desire to amend the Master Agreement in order to increase the Funding Amount set forth in Section 3.2 of the Master Agreement in response to higher than anticipated costs to complete the PA&ED Phase of work for the project. 2.3 The parties further desire to amend the Master Agreement in order to permit the Commission to reimburse itself for all costs associated with development and approval of a Project Approval and Environmental Document (PA&ED) for the project. 1 145 3. TERMS 3.1 The Recitals set forth above are true and correct and are incorporated into this Amendment by this reference, as though fully set forth herein. 3.2 The Funding Amount, as set forth in Section 3.2 of the Master Agreement as amended shall be increased from One Million Dollars ($1,000,000) to One Million Two Hundred and Six Thousand Dollars ($1,206,000) to reflect the addition of funding for the PA&ED phase of work for the project. 3.3 Section 3.2 of the Master Agreement, shall be deleted in its entirety and revised to state as follows: 3.2 RCTC Funding Amount shall be increased from One Million Dollars ($1,000,000) to One Million Two Hundred and Six Thousand Dollars ($1,206,000). RCTC hereby agrees to distribute to the City, on the terms and conditions set forth herein, a sum not to exceed $948,000, to be used exclusively for reimbursing the City for eligible work` expenses and up to $258,000 for RCTC to reimburse itself for eligible Work expenses as described herein ("Funding Amount"). The City acknowledges and agrees that the Funding Amount may be less than the actual cost of the Work, and that RCTC shall not contribute TUMF Regional Funds in excess of the Maximum TUMF share for the phase/project identified in Appendix F of the most recently approved Nexus Study. In addition, the City agrees that the funding amount shall be reduced by all costs described in Section 3.4 of this Amendment No 1. 3.4 Section 3.2.1 of the Master Agreement shall be amended to include the following additional language. The Total Work Cost shall also include the following items: all of RCTC's costs associated with managing the consultant, SC Engineering, and coordination with Ca!trans, FHWA and other agencies as required, including work done by the consultant as directed by RCTC. 3.5 The Project shall be completed expeditiously, within the term of the Master Agreement. 3.6 Except as amended by this Amendment, all provisions of the Master Agreement, including without limitation the indemnity and insurance 2 146 • • • provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 3 147 SIGNATURE PAGE TO AGREEMENT NO. 10-72-016-01 IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY CITY OF LAKE ELSINORE TRANSPORTATION COMMISSION By: By: Anne Mayer Amy Bhutta Executive Director Mayor APPROVED AS TO FORM: APPROVED AS TO FORM: By: By: Best, Best & Krieger LLP Barbara Liebold General Counsel City Attorney 4 • 148 • EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: The PA&ED Phase of work (Preliminary Engineering and Environmental Clearance) for the reconstruction of the Railroad Canyon Rd @ I-15 Interchange. FUNDING: PHASE TUMF LOCAL TOTAL PA&ED $1,187,000 $0 $1,187,000 TOTAL $1,187,000 N/A $1,187,000 TIMETABLE: PA&ED Start January, 2009 Complete January, 2012 5 149 ATTACHMENT 2 Agreement No. _11-31-107-00 -Draft- ASSIGNMENT AND ASSUMPTION OF A PROFESSIONAL SERVICES AGREEMENT REGARDING THE RAILROAD CANYON ROAD/DIAMOND DRIVE INTERCHANGE 1. Parties and Date This Assignment and Assumption Agreement of Railroad License Agreement 05-51-934 ("Assignment") is made and entered into this of , 2011, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public agency existing under the laws of the State of California ("Commission" or "Assignee), and the CITY OF LAKE ELSINORE, a municipal corporation ("City" or "Assignor"). The Assignor and Assignee are sometimes referred to individually as "Party" and collectively as "Parties". 2. Recitals 2.1 On or about December 1, 2005, Sal Chavez, a sole proprietor dba SC Engineering ("Consultant") and Assignor entered into a certain Professional Services Agreement for the preparation of a Project Report and Draft Environmental Document for the Railroad Canyon Road/Diamond Drive Interchange at the 1-15 Freeway ("Agreement"). A copy of the Agreement is attached hereto as Exhibit "A". 2.2 Assignor desires to assign to Assignee all of Assignor's rights and interests in and to the Agreement and to delegate to Assignee all of Assignor's duties and obligations under the Agreement. Assignee desires to accept the assignment of such rights and interests and assume such obligations under the Agreement, provided that Consultant has executed that certain Amendment No. 1 to the Agreement ("Amendment No. I") to be entered into by and between Assignee and Consultant, in the form approved by Assignee. Amendment No. 1 modifies the Agreement to conform to Assignee's minimum requirements. NOW, THEREFORE, in consideration of the mutual covenants, agreements and terms and conditions contained herein, the parties hereby agree as follows: 3. Terms 3.1 Incorporation of Recitals and Exhibits. Exhibit "A" and the above Recitals constitute a material part of this Assignment and are incorporated by reference as though fully set forth herein. 3.2 Assignment. Assignor hereby assigns all of its rights and delegates all of its duties and obligations under the Agreement to Assignee. Notwithstanding the foregoing, Assignor shall indemnify, defend, protect and hold harmless Assignee from any loss, liability, claim, cause of action, cost or expense (including reasonable attorney's fees) that Assignee may 17336.02100\5876913.3 1 150 incur with respect to the Agreement arising from facts or events occurring prior to the date of such assignment. 3.3 Assumption. Provided that Consultant has executed Amendment No. 1, in such form as reasonably required by Assignee, Assignee hereby assumes all of the rights and agrees to perform and discharge all of the duties and obligations of Assignor under the Agreement, as amended by Amendment No. 1. Assignee's rights and obligations hereunder shall not be effective unless and until: (i) this Agreement has been executed by the Parties, and (ii) Consultant has executed Amendment No.l . 3.4 Modification. This Assignment may be amended or modified only by a written instrument executed by the Assignor and Assignee. 3.5 Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties' respective successors and assigns. 3.6 Governing Law. This Assignment shall be governed and construed in accordance with the laws of the State of California. 3.7 Entire Agreement. This Assignment and the Exhibit referenced herein constitute the entire agreement between the Parties with respect to the amendment, the assignment, and the assumption of the Agreement, and supersedes all prior agreements and understandings between the parties with respect thereto. 3.8 Attornev's Fees. In the event a dispute arises concerning the meaning or interpretation of any provision of this Assignment, the Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees. 3.9 Counterparts. This Assignment may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall constitute one in the same agreement. 3.10 Representations and Warranties. Assignor and Assignee represent and warrant that as of the date first specified above, the execution and delivery of this Assignment is a legal, valid, and binding obligation and enforceable against Assignor and Assignee. 3.11 Force and Effect. Except as set forth herein, all provisions of the Agreement, as amended, shall remain in full force and effect, and shall govern the actions of the parties hereto. IN WITNESS WHEREOF, the Parties hereto have executed this Assignment on the date first herein written above. 17336 02100\58769133 [signatures on following page] 2 • 151 • SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION OF A PROFESSIONAL SERVICES AGREEMENT REGARDING THE RAILROAD CANYON ROAD/DIAMOND DRIVE INTERCHANGE RIVERSIDE COUNTY CITY OF LAKE ELSINORE TRANSPORTATION COMMISSION By: By: Its: Its: ATTEST By: City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM By: By Best Best & Krieger LLP City Attorney Counsel to the Riverside County Transportation Commission 17336 02100\5876913 3 3 152 • EXHIBIT "A" AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF LAKE ELSINORE AND SC ENGINEERING 17336.0210015876913.3 [ATTACHED BEHIND THIS PAGE] Exhibit A 153 ATTACHMENT 3 Agreement No. _11-31-107-01 Draft AMENDMENT NO. 1 TO AGREEMENT WITH SC ENGINEERING FOR PROFESSIONAL SERVICES FOR THE RAILROAD CANYON/DIAMOND DRIVE INTERCHANGE AT THE 1-15 FREEWAY Parties and Date This Amendment No. 1 is made and entered into this day of 2011 by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and REYES S. CHAVEZ, PE, a sole proprietor, dba SC ENGINEERING ("Consultant"). The Commission and Consultant are sometimes referred to herein individually as "Party" and collectively as the "Parties." 2. Recitals 2.1 The City of Lake Elsinore ("City") and SC Engineering entered into an Agreement For Professional Services, dated December 1, 2005, for the purpose of retaining Consultant to prepare a Project Report and Draft Environmental Document necessary for the Railroad Canyon Road/Diamond Drive Interchange at the 1-15 Freeway (the "Master Agreement"). 2.2 The Commission and City entered into an Assignment and Assumption Agreement ("Assignment"), Commission Agreement No. , for the purpose of assigning to the Commission all of the City's rights and interests in and to the Master Agreement, except as amended by this Amendment No. 1. A copy of the Assignment is on file at the offices of the Commission. 2.3 SC Engineering is now operated as a sole proprietorship by Reyes S. Chavez. Reyes S. Chavez, a sole proprietor, dba SC Engineering ("Consultant") intends to assume all rights, obligations and liabilities of SC Engineering under the Master Agreement, as heretofore amended and as amended herein. SC Engineering Amendment No. 1 Page 1 17336.02100\5876968.2 154 2.4 The Parties now desire to effectuate the assumption of rights and obligations specified above in Sections 2.2 and 2.3, and to amend the Master Agreement in order to revise certain terms. 3. TERMS 3.1 The recitals set forth above are true and correct and are incorporated into this Amendment No. 1 as though fully set forth herein. 3.2 This Amendment No. 1 shall not be effective unless and until the Assignment has been fully executed by City and the Commission. 3.3 Consultant hereby expressly assumes all rights, obligations and liabilities of SC Engineering as set forth under the Master Agreement, as amended by this Amendment No. 1. All references to "Consultant" in the Master Agreement shall be interpreted as referring to Reyes S. Chavez, PE, a sole proprietor, dba SC Engineering. 3.4 The Commission hereby expressly assumes all rights, obligations and liabilities of City as set forth under the Master Agreement, as amended by this Amendment No. 1. All references to "City" in the Master Agreement shall be interpreted as referring to Commission. 3.5 The Indemnity provision set forth in Section 14 of the Master Agreement shall be amended and replaced in its entirety to read as follows: Consultant shall indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions or willful misconduct of the Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Projector this Agreement, including without limitation, the payment of all consequential damages, 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 the Commission, its directors, SC Engineering Amendment No.1 Page 2 17336.02100\5876968.2 • • 155 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. 3.8 Compensation, as that term is defined in Section 3 of the Master Agreement, shall be amended to include the following: Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.9 Licensing of Intellectual Property, as that term is defined in Section 7(a) of the Master Agreement, shall be amended to read as follows: This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. • Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any SC Engineering Amendment No. 1 Page 4 17336.02100\58769682 • 157 • and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement 3.10 The following terms shall be added after the Equal Opportunity Employment provision of the Master Agreement with the appropriate Section number heading: Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. 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. 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. Eight -Hour Law. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's SC Engineering Amendment No. 1 Page 5 17336.02100\5876968.2 158 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. 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. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 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. 3.11 Except as amended by this Amendment No. 1, all provisions of the Master Agreement shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] SC Engineering Amendment No. 1 Page 6 17336.0210015876968.2 • 159 • • SIGNATURE PAGE TO AGREEMENT NO. IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY REYES S. CHAVEZ, PE, TRANSPORTATION COMMISSION DBA SC ENGINEERING By: Anne Mayer, Executive Director Signature APPROVED AS TO FORM: By: Best Best & Krieger LLP General Counsel Name Title SC Engineering Amendment No. 1 Page 7 173 36_ 02100\5876968.2 160 RIVERS/DE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Greg Moore, Procurement and Assets Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement with Amtech Elevator Services to Provide Elevator Maintenance, Inspection, and Repair Services for Commission- Owned Commuter Rail Stations WESTERN RIVERS/DE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 1 1-24-054-00 to Amtech Elevator Services (Amtech) to perform elevator maintenance, inspection, and repair services at the Commission -owned commuter rail stations for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $123,656; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. BACKGROUND INFORMATION: The Commission owns and operates five commuter rail stations in Riverside County. Four of the five stations offer elevator services to station patrons. The Downtown Riverside, La Sierra, West Corona, and North Main Corona stations each have two elevators located near the platform, for a total of eight elevators. The two elevators located in the North Main Corona parking structure were not included as part of this agreement, and are currently being addressed under a separate agreement with ThyssenKrupp Elevator Corporation, due to issues regarding warranty coverage and certain proprietary elevator controls. Elevator maintenance services are essential to provide continued assistance and safety for station patrons and to provide reliable and consistent performance of all elevators, as well as the more general goal of preserving and maintaining Commission property. The Commission requires the services of a qualified contractor to provide both monthly elevator maintenance and inspection services and on -call repair services. Scheduled monthly maintenance and inspection includes examining, adjusting, Agenda Item 8J 161 cleaning, lubricating and testing of the motor, machine, controller, safety devices, and other elevator components and equipment. Alternatively, on -call repair services would be requested by Commission staff on an as -needed basis for unanticipated repair and emergency situations that are not covered under maintenance services. Under Commission supervision, monthly maintenance services would be conducted at each station for a fixed price during the term of the agreement. On -call repair services would be requested on an as -needed basis and pricing for that work based on the successful contractor's proposed fixed labor rates and fixed markup on equipment and/or materials. Procurement Process The Commission generally utilizes the low bid methodology for scopes of services that are complete and clearly delineated, where price is the only relevant factor that could distinguish qualified firms. The low bid procurement precludes Commission staff from discussing a vendor's approach to performing the required services with any potential bidder. When the Commission must rely on a vendor to provide safety related services, however, factors other than price should be considered. A negotiated procurement, or request for proposals (RFP), affords staff the opportunity to evaluate and discuss price and other technical factors with proposers. Accordingly, staff issued RFP No. 11-24-054-00 to secure" services from a qualified firm to provide elevator maintenance services for four Commission - owned commuter rail stations. The RFP was released by staff and advertised on February 10, 2011. The weighted factor method of source selection was determined by staff to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposal with price and other technical factors considered. Non -price factors used to evaluate the proposers under this RFP included elements such as experience, qualifications of the firms and personnel, and the firms' relative ability to respond to the requirements set forth under the terms of the RFP. Price comprised 40% of the maximum possible points that could be earned by a proposer under the stated evaluation criteria. A pre -proposal conference was held at the Downtown Riverside station on February 17, 2011. Three firms attended. Commission staff responded to all questions submitted by potential proposers. Two firms submitted responsible and responsive proposals prior to the March 10, 2011 deadline date. Utilizing the evaluation criteria set forth in the RFP, the firms were evaluated and scored by an evaluation committee comprised of Commission and Bechtel staff. Agenda Item 8J • 162 • • Amtech earned the highest total evaluation score based on both price and technical non -price factors, including past performance, reference checks, experience, qualifications, and technical personnel. Accordingly, the evaluation committee recommends the award of Agreement No. 11-24-054-00 to Amtech for elevator maintenance services at the Commission owned commuter rail stations for a three-year period, and two one-year options, for a total contract value of $123,656. The Commission's standard form professional services agreement, in substantially the form attached hereto, will be entered into with Amtech subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Pricing was evaluated based upon each firm's fixed monthly maintenance fee and its proposed fixed labor rates and materials/equipment markup for on -call repair services. Amtech's rates are considered fair and reasonable based upon adequate price competition, and an evaluation of historical costs paid by the Commission for comparable services. Amtech offered the Commission the most favorable pricing terms, and its proposed pricing for maintenance services for the subject elevators is approximately 40% less per annum than the rate included in the Commission's current contract for elevator maintenance and repair services. The respective evaluation ranking of the proposals submitted by Amtech and ThyssenKrupp Elevator Corporation, based upon the stated criteria, is as follows: Firm Overall Rank Price Rank Amtech Elevator Services 1 1 - $123,656 ThyssenKrupp Elevator Corporation 2 2 - $154,620 Financial Information In Fiscal Year Budget: N/A Year: FY 2011l12 Amount: $24,730 N/A FY 2012/13+ $98,926 Source of Funds: Measure A, LTF Budget Adjustment: N/A N/A 244001 73301 00000 0000 103 24 73301 GL/Project Accounting No.: 244003 73301 00000 0000 103 24 73301 244004 73301 00000 0000 103 24 73301 244006 73301 00000 0000 103 24 73301 Fiscal Procedures Approved: \A.�ey tr Date: 04/13/11 Attachment: Standard Form Professional Services Agreement Agenda Item 8J 163 • DRAFT Agreement No. _-_-_- _ MODELSHQRT„FARM%; DELETE THIS,BOX BEFORE;l1SING; zoos RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ON -CALL MAINTENANCE, INSPECTION AND ON -CALL REPAIR SERVICES WITH AMTECH ELEVATOR SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this day of 200_, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the —Co- mmission") and [ NAME OF FIRM 1 ("Consultant'), a [ LEGAL STATUS OF CONSULTANT e.g., CORPORATION ]. 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is a professional consultant, experienced in providing j INSERT TYPE OF SERVICES ] services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render certain consulting services for the j INSERT PROJECT NAME ] Project ('Project') as set forth herein. 3. TERMS. 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state, and federal laws, rules and regulations. 164 3.2 Term. The term of this Agreement shall be from the date first specified above to , 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. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required 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 the Commission, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.4 Independent Contractor. Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements.of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of 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 not be employees of Commission and 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 under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel. Consultant has represented to 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 and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: 3.7 Commission's Representative. Commission hereby designates [ INSERT NAME OR TITLE ] or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under 2 • 165 this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates [ INSERT NAME OR TITLE 1, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, 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 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. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. 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 Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3 166 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 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); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto) 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: $1,000,000 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; (2) Automobile Liability:. $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3.12.3 Professional Liability. [ INCLUDE ONLY IF APPLICABLE - DELETE OTHERWISE 1 Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 j INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE 1 per claim. 3.12.4 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: 4 • • 167 • (A) General Liability. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an, unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurancemaintained by the Commission, its directors, officials, officers, employees and agents shall be excess ofthe Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and, (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 3.12.5 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 expenses. 5 168 3.12.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed j INSERT WRITTEN DOLLAR AMOUNT 1($1* INSERT NUMERICAL DOLLAR AMOUNT D without written approval of Commission's Executive Director ("Total Compensation"). Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 6 • 169 • 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of 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: 7 170 CONSULTANT: Attn: COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3ro 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: 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"): Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property") prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. 8 • 171 • • 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 otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of. the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attomey's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this 9 172 Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall indemnify and hold the Commission, its directors, officials, officers, agents, consultants, employees and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of or incident to alleged negligent acts, omissions or willful misconduct of the 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 all consequential damages, 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 the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants; employees and 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 indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and 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. This Section 3.21 shall survive any expiration or termination of this Agreement. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.23 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. 3.24 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 10 173 • • 3.26 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. 3.27 Prohibited Interests. 3.27.1 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, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any 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.. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement, except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq. as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. 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 11 174 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. 3.31 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. 3.32 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. 3.33 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. 12 175 • 3.34 No Third Party Beneficiaries. There are no intended third party beneficiaries of this Agreement. IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION [INSERT NAME OF CONSULTANT] By: By: [INSERT NAME] Signature Chairman [NOT NEEDED IF APPROVED BY COMMISSION] By: Anne Mayer Executive Director Approved as to Form: By: Best Best & Krieger LLP General Counsel Its: Secretary Attest: Name Title 13 By: 176 • RVPUB\HSHANE\766790.1 EXHIBIT "A" SCOPE OF SERVICES j INSERT A-1 177 • RVPOH\HSHANE\766740.1 EXHIBIT "B" SCHEDULE OF SERVICES j INSERT ] B-1 178 • RVPOH\HSHANE\766740.1 EXHIBIT "C" COMPENSATION f INSERT 1 C-1 179 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Brian Cunanan; Commuter Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for the Operation of the Freeway Service Patrol Program in Riverside County WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 11-45-105-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in an amount not to exceed $1,577,721 in state funding for FY 2010/1 1; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: The Riverside County FSP program has been in operation for over 16 years and provides roving tow truck service on nine beats on State Routes 60 and 91, and Interstates 15 and 215 during the morning and afternoon commute hours. The FSP program is funded by the state of California and with a minimum 20% match of local Service Authority for Freeway Emergencies (SAFE) fees. State funds are allocated to participating agencies through a formula based on population, urban freeway lane miles, and levels of congestion. The agreement for FY 2010/11 provides for continued state funding in the amount of $1,577,721 and requires a local match of $394,431. Any state funds not claimed in the current fiscal year may be carried over and claimed in FY 2011 /12. FSP operations are currently being funded by carry over from the FY 2009/2010 funding agreement. A budget adjustment is not required at this time and upon approval of this agenda item, the Commission will execute this fund transfer agreement with Caltrans. Agenda Item 8K 180 Annually, the FSP program provides approximately 48,000 assists to stranded motorists along Riverside County freeways. The Commission contracts with four tow truck operators to provide 22 tow trucks to patrol these routes Monday through Friday during the peak commute hours, 5:30 a.m. to 8:30 a.m. and 3:00 p.m. (1:00 p.m. on Fridays) to 7:00 p.m. The program's day to day field supervision is handled by the California Highway Patrol. Financial Information In Fiscal Year Budget: Yes N/A Year: FY 2010/11 FY 2011/12 Amount: $200,000 $1,377,721 Source of Funds: State of California Budget Adjustment: No N/A GL/Project Accounting No.: 002173.415 41508 0000 201 45 41505 Fiscal Procedures Approved: \% 4,1424„ Date: 04/14/11 Attachment: FSP Funds Transfer Agreement Agenda Item 8K • 181 • • i� STATE OF CALIFORNIA . BUSINESS,TRANSPORTATION AND HOUSING AGENCY EDMUND G. BROWN Jr. Governor DEPARTMENT OF TRANSPORTATION Division of Local Assistance 1120 N STREET P.O. BOX 942874, MSt/ 1 Sacramento, CA 94274-0001 TTY 711 (916)654-3151 Fax(916)653-7621 March 4, 2011 Ms. Anne Mayer Executive Director Riverside County Transportation Commission P O Box 12008 Riverside, CA 92502-2208 Attn: Mr. Brian Cunanan Dear Ms. Mayer: File : 08-RIV-0-RCTC FSP11-6054(064) 2010/2011 Freeway Service Patrol (FSP) Program 1 oEC�I tITEI� � ma o 07 2511 U RIVERSIDE COUNTY TRANSPORT•'' ON COMMISSION Enclosed are two original agreements covering funding for the fiscal year 2010/2011 Freeway Service Patrol (FSP) Program. Office of Local Programs will again this year handle the processing of agreements. The enclosed agreement and its processing should also streamline the agreement and invoicing process. Please sign both copies of this Agreement and retum them to this office, Office of Local Programs - MS1. Alterations should not be made to the agreement language. Attach your local agency's certified authorizing resolution that identifies the official authorized to execute the agreement. A fully executed copy of the agreement will be retumed to you upon ratification by Ca!trans. Your invoicing, in accordance with applicable Section II, Article 6, would then be submitted in accordance with Section II, Articles 7 and 8 of the Fund Transfer Agreement, not to this Office. Sincerely, RAY ZHANG, Chief Office of Project Implementation - South Division of Local Assistance Enclosure c: Lisa Davies - HQ Traffic Operations OLP AE Project Files (08) DLAE - Savat Khamphou 182 FREEWAY SERVICE PATROL PROGRAM FUND TRANSFER AGREEMENT (Non Federal) Agreement No. FSP11-6054(064) Location: 08-RIV-0-RCTC Project No. FSP11-6054(064) EA: 08-925240 THIS AGREEMENT, effective on July 1, 2010, is between the State of California, acting by and through the Department of Transportation, hereinafter referred to as STATE, and the Riverside County Transportation Commission, a public agency, hereinafter referred to as "ADMINISTERING AGENCY." WHEREAS, Streets and Highways Code (S&HC) Section 2560 et seq. authorizes STATE and administering agencies to develop and implement a Freeway Service Patrol (FSP) program on traffic -congested urban freeways throughout the state; and WHEREAS, STATE has distributed available State Highway Account funds to administering agencies participating in the FSP Program in accordance with S&HC Section 2562; and WHEREAS, ADMINISTERING AGENCY has applied to STATE and has been selected to receive funds from the FSP Program for the purpose of Freeway Service Patrol, hereinafter referred to as "PROJECT"; and WHEREAS, proposed PROJECT funding is as follows: Total Cost State Funds $1,972,152.00 $1,577,721.00 Local Funds $394,431.00 ; and WHEREAS, STATE is required to enter into an agreement with ADMINISTERING AGENCY to delineate the respective responsibilities of the parties relative to prosecution of said PROJECT; and WHEREAS, STATE and ADMINISTERING AGENCY mutually desire to cooperate and jointly participate in the FSP program and desire to specify herein the terms and conditions under which the FSP program is to be conducted; and WHEREAS, ADMINISTERING AGENCY has approved entering into this Agreement under authority of Resolution No. approved by ADMINISTERING AGENCY on , a copy of which is attached. For Caltrans Use Only I hereby Certify upon my own personal knowledge that budgeted funds are available for this encumbrance Accounting Officer I Date air-0 111$ Chapter' Statutes' Item Is'cal Year I Program I BC I Category IFund Source I $ 712 12010 12660-102-0042 12010/2011 120.30.010. boC1 C 1262040 I102-042-T I I I I I I I I I Page 1 of 6 Non -Fed FSP 183 STATE OF CALIFORNIA. DEPARTMENT OF TRANSPORTATION PROGRAM SUPPLNIENT AND CERTIFICATION FORM PSCF (REV. 01/2010) Page of 1 TO: STATE CONTROLLER'S OFFICE Claims Audits 3301 "C" Street, Rm 404 Sacramento, CA 95816 FROM: Department of Transportation ICATE PREPARED: 2/17/2011 PROJECT NUMBER: 0800020388 REQUISITION NUMBER / CONTRACT NUMBER: RQS 080000000492 SUBJECT: Encumbrance Document VENDOR/LOCAL AGENCY: Riverside County Transportation Commission CONTRACT AMOUNT: $ 1,577,721.00 PROCUREMENT TYPE: Local Assistance CHAPTER STATUTES ITEM YEAR PEC/PELT TASK /SUBTASK AMOUNT 712 2010 2660-102-0042 2011 203001/)600 262040 $ 1,577,721.00 ADA Notit For individuals with sensory disabilities, this document is available in altemate formats. For information, call (915) 654-6410 of TDD (916) -3880 or write Records and Forms Management, 1120 N. Street, MS-89, Sacramento, CA 95814. 184 NOW, THEREFORE, the parties agree as follows: SECTION I STATE AGREES: 1. To define or specify, in cooperation with ADMINISTERING AGENCY, the limits of the State Highway segments to be served by the FSP as well as the nature and amount of the FSP dedicated equipment, if any, that is to be funded under the FSP program. 2. To pay ADMINISTERING AGENCY the STATE's share, in amount not to exceed $1,577,721.00, of eligible participating PROJECT costs. 3. To Deposit with ADMINISTERING AGENCY, upon ADMINISTERING AGENCY's award of a contract for PROJECT services and receipt of an original and two signed copies of an invoice in the proper form, including identification of this Agreement Number and Project Number, from ADMINISTERING AGENCY, the amount of $252,435.36. This initial deposit represents STATE's share of the estimated costs for the initial two months of PROJECT. Thereafter, to make reimbursements to ADMINISTERING AGENCY as promptly as state fiscal procedures will permit, but not more often than monthly in arrears, upon receipt of an original and two signed copies of invoices in the proper form covering actual allowable costs incurred for the prior sequential month's period of the Progress Payment Invoice. (The initial deposit will be calculated at 16% of the STATE's total share.) 4. When conducting an audit of the costs claimed by ADMINISTERING AGENCY under the provisions of this Agreement, STATE will rely to the maximum extent possible on any prior audit of ADMINISTERING AGENCY performed pursuant to the provisions of state and federal laws. In the absence of such an audit, work of other auditors will be relied upon to the extent that work is acceptable to STATE when planning and conducting additional audits. SECTION II ADMINISTERING AGENCY AGREES: 1. To commit and contribute matching funds from ADMINISTERING AGENCY resources, which shall be an amount not less than 25 percent of the amount provided by STATE from the State Highway Account. 2. The ADMINISTERING AGENCY's detailed PROJECT Cost Proposal is attached hereto and made an express part of this Agreement. The detailed PROJECT Cost Proposal reflects the provisions and/or regulations of Section III, Article 8, of this Agreement. 3. To use all state funds paid hereunder only for those transportation related PROJECT purposes that conform to Article XIX of the California State Constitution. 4. STATE funds provided to ADMINISTERING AGENCY under this Agreement shall not be used for administrative purposes by ADMINISTERING AGENCY. Page 2 of 6 Non -Fed FSP 185 5. To develop, in cooperation with STATE, advertise, award and administer PROJECT COntraCt(S) in accordance with ADMINISTERING AGENCY competitive procurement procedures. 6. Upon award of a contract for PROJECT, to prepare and submit to STATE an original and tulip signed copies of invoicing for STATE's initial deposit specified in Section I, Article 3. Thereafter, to prepare and submit to STATE an original and two signed copies of progress invoicing for STATE's share of actual expenditures for allowable PROJECT costs. 7. Said invoicing shall evidence the expenditure of ADMINISTERING AGENCY's PROJECT participation in paying not less than 20% of all allowable PROJECT costs and shall contain the information described in Chapter 5 of the Local Assistance Procedures Manual and shall be mailed to the Department of Transportation, Accounting Service Center, MS 33, Local Program Accounting Branch, P.O. Box 942874, Sacramento CA, 94274-0001. 8. Within 60 days after completion of PROJECT work to be reimbursed under this Agreement, to prepare a final invoice reporting all actual eligible costs expended, including all costs paid by ADMINISTERING AGENCY and submit that signed invoice, along with any refund due STATE, to the District Local Assistance Engineer. Backup information submitted with said final invoice shall include all FSP operational contract invoices paid by ADMINISTERING AGENCY to contracted operators included in expenditures billed for to STATE under this Agreement. 9. COST PRINCIPLES- A) ADMINISTERING AGENCY agrees to comply with, and require all project sponsors to comply with, Office of Management and Budget Circular A-87, Cost Principles for State and Local Government, and 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. • B) ADMINISTERING AGENCY will assure that its Fund recipients will be obligated to agree that 1. Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual PROJECT cost items and 2. those parties shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Every sub -recipient receiving Funds as a contractor or subcontractor under this Agreement shall comply with Federal administrative procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C) Any Fund expenditures for costs for which ADMINISTERING AGENCY has received payment or credit that are determined by subsequent audit to be unallowable under Office of Management and Budget Circular A-87, 48 CFR, Chapter 1, Part 31 or 49 CFR, Part 18, are subject to repayment by ADMINISTERING AGENCY to STATE. Should ADMINISTERING AGENCY fail to reimburse Fund moneys due STATE within 30 days of demand, or within such other period as may be agreed in writing between the Parties hereto, STATE is authorized to intercept and withhold future payments due ADMINISTERING AGENCY from STATE or any third -party source, including, but not limited to, the State Treasurer, the State Controller and the California Transportation Commission. Page 3 of 6 Non -Fed FSP 186 • • • 10. THIRD PARTY CONTRACTING A) ADMINISTERING AGENCY shall not award a construction contract over $10,000 or other contracts over $25,000 [excluding professional service contracts of the type which are required to be procured in accordance with Government Code Sections 4525 (d), (e) and (f)) on the basis of a noncompetitive negotiation for work to be performed using Funds without the prior written approval of STATE. B) Any subcontract or agreement entered into by ADMINISTERING AGENCY as a result of disbursing Funds received pursuant to this Agreement shall contain all of the fiscal provisions of this Agreement; and shall mandate that travel and per diem reimbursements and third -party contract reimbursements to subcontractors will be allowable as project costs only after those costs are incurred and paid for by the subcontractors. C) In addition to the above, the preaward requirements of third party contractor/consultants with ADMINISTERING AGENCY should be consistent with Local Program Procedures as published by STATE. 11. ACCOUNTING SYSTEM ADMINISTERING AGENCY, its contractors and subcontractors shall establish and maintain an accounting system and records that properly accumulate and segregate Fund expenditures by line item. The accounting system of ADMINISTERING AGENCY, its contractors and all 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. 12. RIGHT TO AUDIT For the purpose of determining compliance with this Agreement and other matters connected with the performance of ADMINISTERING AGENCY's contracts with third parties, ADMINISTERING AGENCY, ADMINISTERING AGENCY'S contractors and subcontractors and STATE shall each maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of such contracts, including, but not limited to, the costs of administering those various contracts. All of the above referenced parties shall make such materials available at their respective offices at all reasonable times for three years from the date of final payment of Funds to ADMINISTERING AGENCY. STATE, the California State Auditor, or any duly authorized representative of STATE or the United States Department of Transportation, shall each have access to any books, records, and documents that are pertinent for audits, examinations, excerpts, and transactions, and ADMINISTERING AGENCY shall furnish copies thereof if requested. 13. TRAVEL AND SUBSISTENCE Payments to only ADMINISTERING AGENCY for travel and subsistence expenses of ADMINISTERING AGENCY forces and its subcontractors claimed for reimbursement or applied as local match credit shall not exceed rates authorized to be paid exempt non -represented State employees under current State Department of Personnel Administration (DPA) rules. If the rates invoiced are in excess of those authorized DPA rates, then ADMINISTERING AGENCY is responsible for the cost difference and any overpayments shall be reimbursed to STATE on demand. Page 4 of 6 Non -Fed FSP 187 14_ SINGLE AUDIT ADMINISTERING AGENCY agrees to include all state (Funds) and federal funded projects in t� schedule of projects to be examined in ADMINISTERING AGENCY's annual audit and in t schedule of projects to be examined under its single audit prepared in accordance with Office of Management and Budget Circular A-133. SECTION III IT IS MUTUALLY AGREED: 1. All obligations of STATE under the terms of this Agreement are subject to the appropriation of resources by the Legislature and the encumbrance of funds under this Agreement. Funding and reimbursement is available only upon the passage of the State Budget Act containing these STATE funds. The starting date of eligible reimbursable activities shall be JULY 1,2010. 2. All obligations of ADMINISTERING AGENCY under the terms of this Agreement are subject to authorization and allocation of resources by ADMINISTERING AGENCY. 3. ADMINISTERING AGENCY and STATE shall jointly define the initial FSP program as well as the appropriate level of FSP funding recommendations and scope of service and equipment required to provide and manage the FSP program. No changes shall be made in these unless mutually agreed to in writing by the parties to this Agreement. 4. Nothing in the provisions of this Agreement is intended to create duties or obligations to rights in third parties not parties to this Agreement or affect the legal liability of either party to th Agreement by imposing any standard of care with respect to the maintenance of State highways different from the standard of care imposed by law. 5. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by ADMINISTERING AGENCY under or in connection with any work, authority or jurisdiction delegated to ADMINISTERING AGENCY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, ADMINISTERING AGENCY shall fully defend, indemnify and save harmless the State of California, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by ADMINISTERING AGENCY under or in connection with any work, authority or jurisdiction delegated to ADMINISTERING AGENCY under this Agreement. 6: Neither ADMINISTERING AGENCY nor any officer or employee thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by STATE under or in connection with any work, authority or jurisdiction delegated to STATE under this Agreement. It is understood and agreed that, pursuant to Govemment Code Section 895.4, STATE shall fully defend, indemnify and save harmless ADMINISTERING AGENCY, its officers and employees from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by STATE under or in connection with any work, authority Is jurisdiction delegated to STATE under this Agreement. Page 5 of 6 Non -Fed FSP 188 7. ADMINISTERING AGENCY will maintain an inventory of all non -expendable PROJECT equipment, defined as having a useful life of at least two years and an acquisition cost of $500 or more, paid for with PROJECT funds. At the conclusion of this Agreement, ADMINISTERING AGENCY may either keep such equipment and credit STATE its share of equipments fair market value or sell such equipment at the best price obtainable at a public or private sale (in accordance with established STATE procedures) and reimburse STATE its proportional share of the sale price. 8. ADMINISTERING AGENCY and its sub -contractors will comply with all applicable Federal and State laws and regulations, including but not limited to, Office of Management and Budget Circular A-97, Cost Principles for State and Local Govemments (49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments). 9. In the event that ADMINISTERING AGENCY fails to operate the PROJECT commenced and reimbursed under this Agreement in accordance with the terms of this Agreement or fails to comply with applicable Federal and State laws and regulations, STATE reserves the right to terminate funding for PROJECT, or portions thereof, upon written notice to ADMINISTERING AGENCY. 10. This Agreement shall terminate on June 30, 2012; However, the non -expendable equipment, and liability clauses shall remain in effect until terminated or modified in writing by mutual agreement. STATE OF CALIFORNIA Department of Transportation By: By: Office of Project Implementation,South Title: Division of Local Assistance Date: Date: Riverside County Transportation Commission Page 6 of 6 Non -Fed FSP 189 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Brian Cunanan, Commuter Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Awards for Freeway Service Patrol Tow Truck Service WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION_ This item is for the Commission to: 1) Award Agreement No. 1 1-45-053-00 to Tri-City Towing Service for tow truck services on Beat No. 2 of the Freeway Service Patrol (FSP) program for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $950,000; 2) Award Agreement No. 11-45-060-00 to Roy & Dot's Towing for tow truck services on Beat No. 25 of the FSP program for a three-year term, and two one-year options to extend the agreement, in an amount not to exceed $1,425,000; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements, including option years, 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 Ca!trans and the California Highway Patrol (CHP), managing the FSP program. The purpose of the FSP program is to provide a continuous roving tow services patrol along designated freeway segments by selected tow services contractors to relieve freeway congestion and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on local freeways. The FSP program operates on designated freeway segments referred to as beats. Each beat has specific turnaround locations and designated drop locations identified by the CHP. Contractor vehicles are exclusively dedicated to FSP service during FSP service hours. Agenda Item 8L 190 Staff sought a competitive solution to award a tow services contract to a qualified firm for Beat Nos. 2 and 25, of the nine total beats administered by FSP. Beat No. 2 operates on the State Route 91 from Lincoln Avenue in the city of Corona to Magnolia Avenue in the city of Riverside and requires the use of two tow trucks during normal service hours. Beat No. 25 operates on Interstate 15 from Hidden Valley Parkway in the city of Norco to the 15/60 interchange in the city of Jurupa Valley, which requires the use of three tow trucks during normal service hours. Procurement Process This procurement was conducted in accordance with established Commission procurement policies and procedures. Staff established certain minimum qualifications required of •each potential proposer and developed a weighted evaluation criteria to select a qualified tow services contractor for Beat Nos. 2 and 25. Non -price elements of the evaluation criteria included experience, the relative qualifications of the firms, proposed work plan, and the proposer's ability to respond to the requirements set forth under the terms of the Request for Proposals (RFP). RFP No. 11-45-053-00 was released and advertised by the Commission on February 7, 2011. A pre -proposal conference was conducted by the Commission on February 22, 2011, and was attended by approximately twelve firms. Commission staff responded to all questions submitted by potential proposers prior to the February 22, 2011 proposal deadline date. Four firms - Hadley Tow, Pepe's Towing Service, Roy & Dot's Towing, and Tri-City Towing, Inc. submitted a proposal in response to the RFP for services on Beat No. 2. Three firms - Hadley Tow, Pepe's Towing Service, and Roy & Dot's Towing - submitted a proposal in response to the RFP for services on Beat No. 25. An Evaluation Committee consisting of representatives from the CHP Inland Division, San Bernardino Associated Governments, and Commission staff evaluated each proposal in accordance with the evaluation criteria set forth in the RFP. The Committee performed site visits, interviewed each proposer, and provided final scoring based on a comprehensive evaluation of each proposer's written proposal and interview. Beat No. 2 The four responsive and responsible proposers submitted hourly rates for tow services that ranged from a low of $50.00 per hour to a high of $65.00 per hour. Roy & Dot's Towing and Tri-City Towing both offered the lowest all-inclusive hourly service rate for the five-year period of performance at $50.00 per hour. This rate includes all direct costs (e.g., fuel, labor, equipment), indirect costs (e.g., fringe benefits, overhead), and profit required to provide the subject services. Agenda Item 8L • • 191 • Proposals submitted in response to Beat No. 2 were scored by the evaluation committee based upon the criteria set forth in the RFP. The proposer rankings, listed from highest to lowest total evaluation score for Beat No. 2 are as follows: (1) Roy & Dot's Towing; (2) Tri-City Towing; (3) Pepe's Towing Service; and (4) Hadley Tow. Roy & Dot's Towing earned a marginally higher evaluation score than Tri-City Towing for Beat No. 2; however, in light of its anticipated award of Beat No. 25 and related concerns regarding its workload, capacity, and other business considerations, the firm elected not to provide services for Beat No. 2. As a result, Tri-City Towing is recommended for award of Beat No. 2. Beat No. 25 Three proposers submitted responsive and responsible proposals for Beat No. 25. Proposed hourly rates submitted by the firms ranged from a low of $50.00 per hour to a high of $65.00 per hour. Roy & Dot's Towing offered the lowest all-inclusive hourly service rate for the five year period of performance at $50.00 per hour. The proposals submitted in response to Beat No. 25 were scored by the evaluation committee based upon the evaluation criteria set forth in the RFP, and the rankings, listed from highest to lowest total evaluation score for Beat No. 25 are as follows: (1) Roy & Dot's; (2) Pepe's Towing; and (3) Hadley Towing. Accordingly, Roy & Dot's Towing is recommended for award of Beat No. 25. Conclusion The all-inclusive hourly rates proposed by both Tri-City Towing for Beat No. 2, $50.00 per hour and Roy & Dot's for Beat No. 25 are considered fair and reasonable based upon adequate price competition under the RFP process, and the historical cost experience of the Commission for comparable services. For the foregoing reasons, staff recommends the award of Agreement No. 1 1-45-053-00 to Tri-City Towing Service for a three-year term, and two one- year options to extend the agreement, for tow services on Beat No. 2 in an amount not to exceed $950,000; and the award of Agreement No. 11-45-060-00 to Roy & Dot's Towing for a three-year term, and two one-year options to extend the agreement, for tow truck service on Beat No. 25 in an amount not to exceed $1,425,000. The Commission's standard form FSP services agreement, in substantially the form attached hereto, will be entered into with each consultant pursuant to legal counsel review. Agenda Item 8L 192 All obligations incurred by the Commission under the terms of this award are funded 80% from state funds and 20% from local SAFE revenues and are subject to continued funding from the state of California for the Riverside County FSP program. The FY 2011/12 cost of $475,000 has been included in the FY 2011/12 budget to be approved by the Commission in June 2011. Financial Information N/A FY 2011/12 $475,000 In Fiscal Year Budget: N/A Year: FY 2012/13+ Amount: $1,900,000 Source of Funds: State of California - 80% SAFE DMV Fees - 20% Budget Adjustment: g No GL/Project Accounting No.: 002173-81014-00000-0000 201-45-81002 Fiscal Procedures Approved: 0. Date: 04/12/11 Attachment: Standard Form FSP Services Agreement Agenda Item 8L 193 DRAFT Note Items in red/bold/underline will be filled in with contract execution CONTRACT NO. 11-45-xxx-00 BETWEEN RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND [NAME OF CONTRACTOR] FOR FREEWAY SERVICE PATROL FOR BEAT # Y WITHIN RIVERSIDE COUNTY 1. PARTIES AND DATE. 1.1 This Contract ("Contract") is made and entered into this VI day of Month, 2011, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, with offices in Riverside, California, referred to hereinafter as "ROTC", and NAME OF FIRM] and referred to hereinafter as "CONTRACTOR", a (LEGAL STATUS OF CONTRACTOR ext., CORPORATION]. RCTC and CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties". 1.2 The California Highway Patrol herein referred to as "CHP" and California Department of Transportation, herein referred to as "Ca!trans" are hereby expressly designated as third -party beneficiaries of CONTRACTOR'S performance under this Contract. 2. RECITALS. 2.1 WHEREAS, RCTC, a California County Transportation Commission, exists under the authority of Section 130050 et seq. of the California Public Utilities Code; 2.2 WHEREAS, RCTC requires the services of a CONTRACTOR to provide the professional services as described in the Scope of Services; 2.3 WHEREAS, RCTC has determined that CONTRACTOR is best qualified to perform the required services; 2.4 WHEREAS, the CONTRACTOR is able and willing to perform the required services under the terms and conditions of this Contract; 2.5 WHEREAS, RCTC is the short range transportation planning agency for Riverside County. It also programs federal, state, 194 DRAFT and local funds. RCTC has entered into a Memorandum of Understanding with the Caltrans and CHP to fund a peak period freeway service patrol on selected freeway segments in Riverside County; 2.6 WHEREAS, Section 21718 (a) of the California Vehicle Code specifically authorized CHP to be responsible for freeway service patrols stopping on freeways for the purpose of rapid removal of impediments to traffic. Article 3, Section 91, of the Streets and Highways Code, states that Caltrans has responsibility to improve and maintain the state highways. Caltrans also has the responsibility for traffic management and removing impediments from the highways; NOW, THEREFORE, for the consideration hereinafter stated, the RIVERSIDE COUNTY TRANSPORTATION COMMISSION and CONTRACTOR agree as follows: 3. TERMS. 3.1 General Scope of Services. 3.1.1. Contract Oversight. Caltrans and CHP will jointly oversee the Services. Both agencies will have responsibility for overseeing Service performance and ensuring that the CONTRACTOR abides by the terms of this Contract. CHP is responsible for dispatch services to incident locations within the CONTRACTOR's patrol limits. The dispatching will be done in accordance with this Contract. A Standard Operating Procedures ("SOP") manual will be given to the CONTRACTOR explaining the types of incidents to which his/her operators may be dispatched. 3.1.2 Beat Descriptions. The Freeway Service Patrol ("FSP") will operate on selected freeway segments referred to herein as "beats". Each beat has specific turnaround locations and designated drop locations identified by the CHP. Exhibit "A-1 " shows the specific limits, number of tow trucks, number of back-up trucks and hours of operation and Exhibit "A-2" details the fiscal years 2012, 2013, and 2014 holidays for the CONTRACTOR's specific beat. RCTC reserves the right to add or delete holidays to the work schedule, provided that RCTC provides CONTRACTOR seven days advanced notice of such addition or deletion. Travel time to and from the beat will be at the expense of the CONTRACTOR. At any time during the term of this Contract, RCTC reserves the right to adjust beat specifications to better accommodate demand for the Services. These changes can occur during the course of this Contract through written change orders. If warranted and during the hours of operation of the Services, the CONTRACTOR may be requested to temporarily reassign his/her FSP operators/trucks to locations outside the assigned beat. 3.1.3 Description of Services. CONTRACTOR shall be responsible 195 DRAFT for those services set forth in this Section 3.1.3, hereinafter referred to as "Services." The purpose of the FSP program is to provide for the rapid removal of disabled vehicles and vehicles involved in minor accidents from the freeway. Where conditions permit, safe removal of small debris will be required. CONTRACTOR vehicles shall be exclusively dedicated to the Services during the hours of operation. All vehicle maintenance activities shall be conducted during non -Services hours. The CONTRACTOR's vehicle operators shall assist motorists involved in minor accidents and .those with disabled vehicles. They shall be responsible for clearing the freeway of automobiles, small trucks and small debris. When and where conditions warrant, service may be executed on the freeway shoulders. Where conditions do not warrant, vehicle operators will remove the vehicles from the freeway to provide service. The FSP vehicles shall continuously patrol their assigned beat, respond to CHP dispatches for Services, use the designated turnaround locations and use the CHP identified designated drop locations. All FSP services shall be provided at no cost to the motorist. FSP vehicle operators shall not be accept gratuities, perform secondary towing services, recommend secondary tows, or recommend repair/body shop businesses. FSP vehicle operators may be required to change flat tires, provide "jump" starts, provide one gallon of gasoline or diesel fuel, temporarily tape cooling system hoses and refill radiators. Vehicle operators may spend a maximum of ten (10) minutes per disablement in attempting to mobilize a vehicle. If a vehicle cannot be mobilized within the ten (10) minute time limit, it shall be towed to a designated drop location identified by the CHP. The motorist can request the FSP vehicle operator to call the CHP Communications center to request a CHP rotational tow or other services. FSP operators shall not be allowed to tow as an independent contractor from an incident that occurred during the FSP shift unless called as a rotation tow by CHP. If called as a rotation tow after a FSP shift, the vehicle operator must remove all FSP markings and change his/her FSP uniform. There may be some instances where FSP operators may be requested to provide assistance to CHP officers. FSP operators shall follow the instructions of the CHP officer at the scene of any incident within the scope of the FSP program. 3.1.4. The SOP Manual. To promote a safe work environment and for the maintenance of professionalism, the most current version of the SOP manual shall, at all times, be followed by the CONTRACTOR and its vehicle operators. The SOP manual, as such manual may from time to time be amended, is incorporated into this Contract by reference. CONTRACTOR shall be notified and provided with a copy of any changes to the SOP manual. Drivers found not to be in compliance with FSP procedures, as set forth in the SOP manual or this Contract, may be suspended or terminated from the FSP program and the CONTRACTOR maybe fined three (3) times the hourly Contract rate in one (1) minute increments until a replacement vehicle is provided (Driver and Truck must return to Beat compliant with all FSP requirements), or 196 DRAFT fined for the entire shift at three (3) times the hourly rate at the discretion of the FSP Field Supervisors. 3.2 Equipment Requirements. CONTRACTOR shall comply with all equipment requirements outlined in RFP No. 1 1-45-xxx-00. 3.3 Commencement of Services. The CONTRACTOR shall commence work upon receipt of a written Notice to Proceed from RCTC. 3.4 Term. The term of this Contract shall be from Month 1, 2011 through Month 31, 2014 unless earlier terminated as provided herein. RCTC, at its sole discretion, may renew this Contract for a total of two (2) separate one year terms, based on the option - year rates. RCTC shall also have the right to renew this Contract from one month up to a one year term after the initial term by providing notice as provided below. RCTC must provide written notice to CONTRACTOR no less than ninety (90) days prior to the end of the applicable term, indicating its renewal of the Contract. CONTRACTOR shall complete the Services within the term of this Contract, and shall meet any other established schedules and deadlines. All applicable indemnification provisions of this Contract shall remain in effect following the termination of this Contract. 3.5 RCTC's Representative. RCTC hereby designates the RCTC Executive Director or his or her designee, to act as its Representative for the performance of this Contract ("RCTC's Representative"). RCTC's Representative shall have the authority to act on behalf of RCTC for all purposes under this Contract. RCTC's Representative shall also review and give approval, as needed, to the details of CONTRACTOR's work as it progresses. CONTRACTOR shall not accept direction or orders from any person other than the RCTC's Representative or his or her designee. 3.6 CONTRACTOR'S Representative. CONTRACTOR hereby designates [ INSERT NAME OR TITLE 1 to act as its representative for the performance of this Contract ("CONTRACTOR's Representative"). CONTRACTOR's Representative shall have full authority to act on behalf of CONTRACTOR for all purposes under this Contract. The CONTRACTOR'S Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Contract. CONTRACTOR shall work closely and cooperate fully with RCTC's Representative and any other agencies which may have jurisdiction over or an interest in the Services. CONTRACTOR's Representative shall be available to the RCTC staff at all reasonable times. Any substitution in CONTRACTOR's Representative shall be approved in writing by RCTC's Representative. 3.7 Substitution of Key Personnel. CONTRACTOR has represented to RCTC that certain key personnel will perform and coordinate the Services under this Contract. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval by RCTC's Representative. In the event that RCTC's Representative and CONTRACTOR cannot agree as to the substitution of the key personnel, RCTC shall be entitled to terminate this Contract for cause, pursuant to the provisions of Section 3.15. The key 197 • • DRAFT personnel for performance of this Contract are: !LIST NAMES AND TITLES]. 3.8 Review of Work and Deliverables. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Contract may be required to be submitted to RCTC's Representative in draft form, and RCTC's Representative may require revisions of such drafts prior to formal submission and approval. In the event that RCTC's Representative, in his or her sole discretion, determines the formally submitted work product to be inadequate, RCTC's Representative may require CONTRACTOR to revise and resubmit the work at no cost to RCTC. Upon determination by RCTC that CONTRACTOR has satisfactorily completed the Services required under this Contract and within the term set forth in Section 3.4, RCTC shall give CONTRACTOR a written Notice of Final Completion. Upon receipt of such notice, CONTRACTOR shall incur no further costs hereunder, unless otherwise specified in the Notice of Completion. CONTRACTOR may request issuance of a Notice of Final Completion when, in its opinion, it has satisfactorily completed all Services required under the provisions of this Contract. 3.9 Appearance at Hearings. If and when required by RCTC, CONTRACTOR shall render assistance at public hearings or other meetings related to the performance of the Services. 3.10 Standard of Care: Licenses. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Contract. CONTRACTOR shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. CONTRACTOR warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. CONTRACTOR further represents and warrants to RCTC that its employees and subcontractors have all licenses, permits, qualifications (including medical certification) and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Contract. CONTRACTOR shall perform, at its own cost and expense and without reimbursement from RCTC, any services necessary to correct errors or omissions which are caused by the CONTRACTOR'S failure to comply with the standard of care provided for herein, and shall be fully responsible to RCTC for all damages and other liabilities provided for in the indemnification provisions of this Contract arising from the CONTRACTOR'S errors and omissions. Any employee of CONTRACTOR or its subcontractors who is determined by RCTC to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to RCTC, shall be promptly removed from performing the Services by the CONTRACTOR and shall not be re-employed to perform any of the Services. 3.11 Opportunity to Cure. RCTC may provide CONTRACTOR an opportunity to cure, at CONTRACTOR's expense, all errors and omissions which may be disclosed during performance of the Serviecs. Should CONTRACTOR fail to make such correction in a timely manner, such correction may be made by RCTC, and the cost 198 DRAFT thereof charged to CONTRACTOR. 3.12 Inspection of Work. CONTRACTOR shall allow RCTC's Representative to inspect or review CONTRACTOR's performance of Services in progress at any time. RCTC/Caltrans/CHP also reserves the right to audit all paperwork demonstrating that CONTRACTOR participates in an employee alcohol/drug-testing program and the DMV Pull Notice Program. 3.13 Laws and Regulations. CONTRACTOR shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all Cal/OSHA requirements, and shall give all notices required by law. CONTRACTOR shall be solely liable for all violations of such laws and regulations in connection with Services. If the CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to RCTC, CONTRACTOR shall be solely responsible for all costs arising therefrom. CONTRACTOR shall defend, indemnify and hold RCTC, their officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.14 Damage Complaints. Upon receiving a damage complaint from a motorist assisted by the CONTRACTOR, that the CONTRACTOR damaged their vehicle while lending assistance, the CONTRACTOR shall notify CHP immediately regarding the nature of the damage complaint and its disposition. The CONTRACTOR shall reply to the motorist by telephone within twenty-four (24) hours of receiving the damage complaint notification. If necessary, the CONTRACTOR shall send either his or her authorized representative or his or her insurance company representative to inspect the vehicle and complete an incident report within forty-eight (48) hours after receiving the damage complaint. If the investigation shows that damage to the vehicle could have been caused by the CONTRACTOR, the CONTRACTOR shall negotiate in good faith to try and resolve the issue and shall report to the CHP the result of the negotiations. All complaints shall be resolved within a reasonable period of time after being received. 3.14.1 Complaint Review Committee. The FSP Technical Advisory Committee ("FSP TAC") is composed of voting members from CHP, RCTC and Caltrans. Voting members of the FSP TAC are hereby designated as the members of the Damage Complaint Review Committee ("DCRC"). If the DCRC finds that justifiable complaints are not resolved within a reasonable time frame, it can recommend that payment to the CONTRACTOR in the amount of the damage claim may be deducted from the CONTRACTOR's monthly invoice. 3.15 Termination. 3.15.1 Notice; Reason. RCTC may, by written notice to CONTRACTOR, terminate this Contract, in whole or in part, including, without limitation, the geographical territory covered by this Contract, at any time by giving written notice to CONTRACTOR of such termination, and specifying the effective date thereof ("Notice of Termination"). Such termination may be for RCTC's convenience or 199 • DRAFT because of CONTRACTOR's failure to perform its duties and obligations under this Contract, including, but not limited to, the failure of CONTRACTOR to timely perform Services pursuant to the Scope of Services described in Section 3, entitled "Terms," as well as Section 4 of the RFP. CONTRACTOR may not terminate this Contract except for cause. 3.15.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, CONTRACTOR shall discontinue all affected Services as directed in the Notice of Termination, and deliver to RCTC all Documents and Data, as defined in this Contract, as may have been prepared or accumulated by CONTRACTOR in per- formance of the Services, whether completed or in progress. 3.15.3 Effect of Termination For Convenience. If the termination is to be for the convenience of RCTC, RCTC shall compensate CONTRACTOR for Services fully and adequately provided through the effective date of termination as provided in the Notice of. Termination. Such payment shall include a pro -rated amount of profit, if applicable, up through such effective date, but no amount shall be paid for anticipated profit on unperformed Services past such effective date. CONTRACTOR shall provide documentation deemed adequate by RCTC's Representative to show the Services actually completed by CONTRACTOR prior to the effective date of termination. This Contract shall terminate on the effective date of the Notice of Termination. 3.15.4 Effect of Termination for Cause. If the termination is for cause, CONTRACTOR shall be compensated for those Services which have been fully and adequately completed and accepted by RCTC as of the effective date of termination as provided in the Notice of Termination. In such case, RCTC may take over the work and prosecute the same to completion by contract or otherwise. Further, CONTRACTOR shall be liable to RCTC for any reasonable additional costs or damages incurred to revise work for which RCTC has compensated CONTRACTOR under this Contract, but which RCTC has determined in its sole discretion needs to be revised, in part or whole. Termination of this Contract for cause may be considered by RCTC in determining whether to enter into future contracts with CONTRACTOR. 3.15.5 Cumulative Remedies. The rights and remedies of the Parties provided in this Section are in addition to any other rights and remedies provided by law or under this Contract. 3.15.6 Procurement of Similar Services. In the event this Contract is terminated, in whole or in part, as provided by this Section, RCTC may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.15.7 Waivers. CONTRACTOR, in executing this Contract, shall be deemed to have waived any and all claims for damages which may otherwise arise from RCTC's termination of this Contract, for convenience or cause, as provided in this Section. 200 DRAFT 3.15.8 Authorization to Terminate. The Executive Director of RCTC shall have the full authority and discretion to exercise RCTC's rights under this Section 3.15, entitled "Termination". 3.16 Trend Meetings. CONTRACTOR shall attend, or send a designated management -level representative, to all trend meetings (i.e. required FSP TAC meeting which meets every other month). These trend meetings will encompass focused and informal discussions concerning, but not limited to: scope, Services, schedule, current progress of Services, relevant cost issues, and future objectives. CONTRACTOR shall be responsible for having a representative attend all meetings (i.e. FSP TAC meetings) that has the ability to make management -level decisions on the behalf of the CONTRACTOR. If the CONTRACTOR cannot have a management -level representative at a meeting, CONTRACTOR shall notify RCTC and CHP prior to the meeting. Management -level attendance at these meetings shall be considered part of the CONTRACTOR'S contractual responsibility. Meetings are scheduled, and CONTRACTOR will be notified of such schedule, no later than three (3) working days prior to the meeting. 3.17 Fees and Payment. 3.17.1 Amount to be Paid. Subject to the provisions set forth below for Services satisfactorily performed hereunder, RCTC shall pay the CONTRACTOR on a Time and Materials basis a ceiling price NOT TO EXCEED DOLLARS ($ ). 3.17.2 Maximum Payment is the Ceiling Price. RCTC shall not be obligated to pay costs which exceed the ceiling price set forth above, except as provided in Sections 3.15 and 3.17.20. CONTRACTOR agrees to use its best efforts to perform the services and all obligations under this Contract within such ceiling price. 3.17.3 Hourly Rate. For its performance of the Services, the CONTRACTOR shall be paid for labor expended directly in the performance of theServices at the rates specified below and as set forth in Exhibit "B" attached hereto and incorporated herein by reference. The CONTRACTOR shall not be entitled to reimbursements for any expenses unless approved in advance in writing. SCHEDULE OF HOURLY RATES Classification Hourly Rate Contract - tow truck operators 3.17.4 Payment Coverage. The compensation herein above specified will cover and include all applicable labor surcharges such as taxes, insurance and fringe benefits, as well as indirect costs, overhead, general and administrative expense, and profit. 3.17.5 Fines. Fines for starting late; leaving early; taking more than 201 DRAFT 15-minutes worth of breaks per 3-hour shift; or being ordered out of service by a CHP or Calms supervisor for Contract infractions shall be deducted from the CONTRACTOR'S monthly invoice at three (3) times the hourly rate. 3.17.6 Invoices. Invoices for CONTRACTOR's Services shall be submitted monthly on forms approved by RCTC. Invoices will be routinely verified by CHP. To ensure prompt payment, most billing disputes may be resolved within ten (10) working days of written notice of dispute. However, at RCTC's discretion, reconciliation of disputed fines that sum to less than 2% of the months' Invoice may be corrected on the next month's Invoice to ensure prompt payment of the major portion of the invoice. Each Invoice shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the CONTRACTOR's authorized officer. 3.17.6.1 Monthly Progress Reports. As part of its Invoice, CONTRACTOR shall submit a Monthly Progress Report, in a form determined by RCTC, which will cover the Invoice period and include spreadsheets showing hours expended for each day of the month per vehicle per beat, and the total for the term of the Contract to date. Submission of such Monthly Progress Report by CONTRACTOR shall be a condition precedent to receipt of payment from RCTC for each monthly Invoice submitted. 3.17.6.2 Payment Schedule. Invoice periods shall be based upon a calendar month, beginning with the first day of the month. RCTC shall reimburse CONTRACTOR for Services adequately provided under this Contract within thirty (30) days of receiving the current period invoice with no errors. If the Invoice is completed incorrectly by the CONTRACTOR it will delay payment. If RCTC fails to pay any amount owed to CONTRACTOR under this Contract within thirty (30) days after receipt of the invoice, CONTRACTOR may give RCTC a notice of failure to pay which shall set forth the invoice(s) and amount(s) which CONTRACTOR believes are thirty (30) days overdue. RCTC shall pay any undisputed invoice(s) and amount(s) within thirty (30) days of receipt of a notice of failure to pay. 3.17.7 Authorization to Inspect and Audit. The CONTRACTOR shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Contract. All such records shall be clearly identifiable. The CONTRACTOR shall permit the authorized representatives of RCTC, and any other government agency to inspect, audit and make transcripts or copies of any and all records, including ledgers and books of account, invoices, vouchers, cancelled checks, and any other documents, of CONTRACTOR relating to it and its subcontractor's performance under this Contract from date of Contract through and until expiration of three (3) years after completion of the Contract. Contracts with the CONTRACTOR'S subcontractors shall include such provisions for such audits, as applicable. For purposes of audit, the date of completion of the Contract shall be the dote of RCTC's payment for CONTRACTOR'S final billing (so noted on the invoice) under this Contract, or a period of ninety (90) days from the date of RCTC's Notice of Final Acceptance. 3.17.8 Taxes. CONTRACTOR shall pay any sales, use, or other taxes, if any, attributable to the provision of the Services. 202 DRAFT 3.17.9 Source of Funding. It is understood that RCTC funding for the Services is being provided primarily from the State's FSP Funding program and the Department of Motor Vehicles ("DMV") Registration Fees (funding source for Motorist Assistance Programs). It is acknowledged that at any time funds from the State and DMV Registration Fees are not available to RCTC for the full amount of this Contract, RCTC may terminate this Contract pursuant to Section 3.15, Termination. 3.17.10 Extra Work. At any time during the term of this Contract, RCTC may request CONTRACTOR to perform Extra Work. "Extra Work" shall mean any work which is determined by RCTC to be necessary for proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of the execution of this Contract and was not included in the Scope of Services. Extra Work shall be reimbursed at the same hourly rate as identified in Exhibit "B". CONTRACTOR shall not perform, nor be compensated for Extra Work without obtaining authorization in the form of a written Extra Work Order issued by RCTC's Representative. For instance, 'Construction FSP services as it relates to construction activity can be considered Extra Work. In the event an Extra Work Order is not issued and signed by RCTC's Representative, CONTRACTOR shall not provide such Extra Work. However, no compensation or reimbursement for Extra Work shall be paid if it is not authorized by RCTC and if the cumulative total of such Extra Work under the Contract exceeds $25,000. All Extra Work in a cumulative total in excess of $25,000 must be approved in advance by amendment to this Contract. 3.17.11 Most Favored Customer. CONTRACTOR agrees that, throughout the term of this Contract, it shall not enter into any FSP services agreement with any government agency with whom it has either existing contractual relationship or has no contractual relationship that predates this Contract, pursuant to which CONTRACTOR agrees to charge FSP services fees less than those as indicated in this Contract for substantially the same level of FSP services contemplated by this Contract. Should RCTC establish that such lower fees have been agreed to by CONTRACTOR with another government agency, CONTRACTOR agrees to renegotiate the fees or to refund RCTC an amount equal to the difference between the fees indicated in this Contract and the fees charged to other government agency customer. 3.18 Delay in Performance. 3.18.1 Excusable Delays. Neither Party shall be considered in default in the performance of its obligations to the extent that the performance of any such obligation is prevented or delayed by an Excusable Delay. Should CONTRACTOR be delayed or prevented from the timely performance of any act or Services required by the terms of the Contract by an Excusable Delay, Contractor's schedule for completion of tasks affected by such delay may be extended as set forth in Section 3.18.2. But in every case, CONTRACTOR's failure to perform must be reasonably beyond the control, and without the fault or negligence of the CONTRACTOR. Excusable Delays are acts of God or of the public enemy, acts or omissions of RCTC or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe 203 DRAFT weather. 3.18.2 Written Notice. If CONTRACTOR believes it is entitled to an extension of time due to conditions set forth in subsection 3.18.1, CONTRACTOR shall provide written notice to the RCTC within seven (7) working days from the time CONTRACTOR knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of CONTRACTOR to provide such timely notice shall constitute a waiver by CONTRACTOR of any right to an excusable delay in time of performance. 3.18.3 Mutual Contract. Performance of any Services under this Contract may be delayed upon mutual agreement of the Parties. Upon such agreement, CONTRACTOR'S Schedule of Services (as defined in their Proposal) shall be extended as necessary by RCTC. CONTRACTOR shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.19 Status of CONTRACTOR/Subcontractors. 3.19.1 Independent Contractor. The Services shall be performed by CONTRACTOR or under its supervision. CONTRACTOR will determine the means, methods and details of performing the Services subject to the requirements of this Contract. RCTC retains CONTRACTOR on an independent contractor basis and not as an employee, agent or representative of the RCTC. CONTRACTOR retains the right to perform similar or different services for others during the term of this Contract. Any additional personnel performing the Services under this Contract on behalf of CONTRACTOR shall at all times be under CONTRACTOR's exclusive direction and control. CONTRACTOR shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. CONTRACTOR shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 3.19.2 Assignment or Transfer. CONTRACTOR shall not assign, hypothecate, or transfer, either directly or by operation of law, this Contract or any interest herein, without the prior written consent of RCTC. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. Notwithstanding the foregoing, RCTC may transfer or assign any and all of its rights and obligations under this Contract, including, without limitation the rights to terminate this Contract, as assigned, pursuant to Section 3.15 hereof. 3.19.3 Subcontracting. CONTRACTOR shall not subcontract any portion of the work or Services required by this Contract, except as expressly stated herein, including the Scope of Services, without prior written approval of the RCTC. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Contract. RCTC shall have no liability to any subconsultant(s) for payment for services under this Contract or other work performed for CONTRACTOR, and any subcontract entered into by CONTRACTOR pursuant to the conduct of 204 DRAFT services under this Contract shall duly note that the responsibility for payment for the technical services or any other work performed shall be the sole responsibility of CONTRACTOR. 3.20 Ownership of Materials and Confidentiality. 3.20.1 Documents & Data. Licensing of Intellectual Property. All plans, specifications, studies, drawings, estimates, materials, data, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, spreadsheets, or data magnetically or otherwise recorded on computer diskettes, prepared by or on behalf of CONTRACTOR under this Contract ("Documents and Data"), shall be made available to RCTC at all times during this Contract and shall become the property of RCTC upon the completion of the term of this Contract, except that CONTRACTOR shall have the right to retain copies of all such Documents and Data for its records. Should CONTRACTOR, either during or following termination of this Contract, desire to use any Documents and Data, it shall first obtain the written approval of RCTC. This Contract creates a no -cost, non-exclusive, and perpetual license for RCTC to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in the Documents and Data which are prepared or caused to be prepared by CONTRACTOR under this Contract ("Intellectual Property"). CONTRACTOR shall require all subcontractors to agree in writing that RCTC is granted a no -cost, non-exclusive, and perpetual license for any Intellectual Property the subcontractor prepares under this Contract. CONTRACTOR represents and warrants that CONTRACTOR has the legal right to license any and all Intellectual Property prepared or caused to be prepared by CONTRACTOR under this Contract. RCTC shall not be limited in any way in its use of the Intellectual Property at any time, provided that any such use not within the purposes intended by this Contract shall be at RCTC's sole risk. 3.20.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to CONTRACTOR in connection with the performance of this Contract shall be held confidential by CONTRACTOR to the extent permitted by law, including, without limitation, the California Public Records Act, Government Code section 6250 et seq. Such materials shall not, without the prior written consent of RCTC, be used by CONTRACTOR for any purposes other than the performance of the Services as provided herein. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services, except as provided herein. Nothing furnished to CONTRACTOR which is otherwise known to CONTRACTOR or is generally known, or becomes known, to the related industry shall be deemed confidential. CONTRACTOR shall not use RCTC's name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production, or other similar medium without the prior written consent of RCTC. 3.21 Indemnification. CONTRACTOR shall indemnify and hold RCTC, its directors, officials, officers, agents, contractors, consultants, employees, and volunteers free and harmless from any and all claims, demands, causes of action, costs, expenses, 205 DRAFT liabilities, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, in any manner arising out of, or incident to, alleged negligent acts, omissions, or willful misconduct of the CONTRACTOR, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services or this Contract, including without limitation, the payment of all consequential damages and other related costs and expenses. CONTRACTOR shall defend, at CONTRACTOR's own cost, expense and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against RCTC, their directors, officials, officers, agents, contractors, consultants, employees, and volunteers. CONTRACTOR shall pay and satisfy any judgment, award, or decree that may be rendered against RCTC, or its directors, officials, officers, agents, consultants, employees, and volunteers, in any such suit, action, or other legal proceeding. CONTRACTOR shall reimburse RCTC and its directors, officials, officers, agents, consultants, employees, and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. CONTRACTOR's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CONTRACTOR, RCTC, or their directors, officials, officers, agents, consultants, employees, and volunteers. 3.22 Insurance. 3.22.1 Time for Compliance. CONTRACTOR shall not commence work under this Contract until it has provided evidence satisfactory to RCTC that it has secured all insurance required under this section. In addition, CONTRACTOR shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.22.2 General Liability Insurance. CONTRACTOR shall procure a Commercial General Liability Insurance Policy in amounts and form set forth below: 3.22.2.1 Commercial General Liability Insurance. A policy of Commercial General Liability which provides limits of not less than: a. Per occurrence: $1,000,000 b. Project Specific Aggregate: $1,000,000 c. Products/Completed Operations: $1,000,000 d. Personal Injury Limit: $1,000,000 3.22.2.2 General Liability Policy Coverage. Any general Liability policy provided by CONTRACTOR hereunder shall include the following coverage: a. Premises and Operations b. Products/Completed Operations with limits of at least one million dollars ($1,000,000) per occurrence to be maintained for three (3) years following acceptance of the work by RCTC. c. Contractual Liability expressly including liability assumed under this Contract. 206 DRAFT d. Independent Contractor's Liability. If CONTRACTOR is unable to provide the one million dollar ($1,000,000) aggregate limit indicated in Section 3.22.2.1 and 2 above, CONTRACTOR shall provide an Excess or umbrella option which achieves the one million dollar ($1,000,000) aggregate per project specific aggregate. 3.22.2.3 Additional Insured Endorsement. Any general liability policy provided by CONTRACTOR hereunder shall contain an additional insured endorsement which applies its coverage to RCTC, the members of its Board of Directors and its officers, agents, employees and volunteers. Any RCTC self -funded program and/or insurance policy, shall be excess only and not contributing to such coverage. 3.22.2.4 Form of General Liability Insurance Policies. All general liability policies shall be written to apply to all bodily injuries, including death, property damage, personal injuries and other covered loss, however, occasioned, occurring during the policy term, and shall specifically insure the performance by CONTRACTOR of that part of the indemnity agreement contained in this Contract relating to liability for injury to or death of persons and damage to property per project, per location aggregate endorsement. If the coverage contains one or more aggregate limits, a minimum of 50% of any such aggregate limit must remain available at all times; if over 50% of any aggregatelimit has been paid or reserved, RCTC may require additional coverage to be purchased by CONTRACTOR to restore the required limits. CONTRACTOR may combine primary, umbrella and as broad as possible excess liability coverage to achieve the total limits indicated above. Any umbrella or excess liability policy shall include the Additional Insured Endorsement described above. 3.22.3 Comprehensive Automobile Liability Insurance. CONTRACTOR shall procure Comprehensive Automobile Liability Insurance written for bodily injury, including death, and property damage, however occasioned occurring during the policy term, in the amount of not less than one million dollar ($1,000,000), combined single limits per occurrence, applicable to all owned, non -owned and hired vehicles. This coverage shall include contractual liability. 3.22.4 Statutory Worker's Compensation and Employer's Liability Insurance. CONTRACTOR shall maintain a policy of California Worker's Compensation coverage in statutory amount and Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence for all employees of CONTRACTOR engaged in services or operations under this Contract. Coverage shall include the following endorsements: 3 22 4 1 Broad Form All -States endorsement. 3.22.5 Subcontractor's Insurance. CONTRACTOR shall make certain that any and all subcontractors hired by the CONTRACTOR are insured in accordance with this Contract. If any subcontractor's coverage does not comply with the foregoing provisions; CONTRACTOR shall indemnify and hold RCTC harmless of and 207 DRAFT from any damages, loss or cost or expense pursuant to Section 3.21, Indemnification, incurred by RCTC as a result thereof. 3.22.6 General Provisions. 3.22.6.1 Evidence of Insurance. CONTRACTOR shall, as soon as practicable following the placement of insurance required hereunder, but in no event later that the effective date of this Contract, deliver to RCTC certificates of insurance evidencing the same, together with appropriate separate endorsements thereto, evidencing that CONTRACTOR has obtained such coverage for the period of this Contract. CONTRACTOR shall deliver certified copies of the actual insurance policies specified herein, within thirty (30) days after commencement of work. Thereafter, copies of renewal policies, or certificates and appropriate separate endorsements thereof, shall be delivered to RCTC within thirty (30) days prior to the expiration of the term of any policy required herein. CONTRACTOR shall permit RCTC at all reasonable times to inspect any policies of insurance of CONTRACTOR which CONTRACTOR has not delivered to RCTC. 3.22.6.2 Claims Made Coverage. If coverage is written on a "claims made" basis, the Certificate of Insurance shall clearly so state. In addition to the coverage requirements specified above, such policy shall provide that: a. The policy retroactive date coincides with or preceded CONTRACTOR'S commencement of work under this Contract (including subsequent policies purchased as renewals or replacements). b. CONTRACTOR will make every effort to maintain similar insurance during the required extended period of coverage following expiration of this Contract, including the requirement of adding all additional insureds. c. If insurance is terminated for any reason, CONTRACTOR shall purchase an extended reporting provision of at least two (2) years to report claims arising in connection with this Contract. d. The policy allows for reporting of circumstances or incidents that might give rise to future claims. 3.22.7 Failure to Obtain or Maintain Insurance: RCTC Remedies. CONTRACTOR'S failure to procure the insurance specified herein, or failure to deliver certified copies or appropriate certificates of such insurance, or failure to make the premium payments required by such insurance, shall constitute a material breach of this Contract, and RCTC may, at its option, obtain and pay for such insurance and deduct from payments due to CONTRACTOR such amounts paid, or terminate this Contract for any such default by CONTRACTOR. 208 DRAFT 3.22.8 No Litigation of Obligations. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the CONTRACTOR, and any approval of said insurance by RCTC or its insurance contractor(s), are not intended to or shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the CONTRACTOR pursuant to this Contract, including, but not limited to, the provisions concerning indemnification. 3.22.9 Notice of Cancellation of Change of Coverage. All insurance and the certificates of insurance provided by CONTRACTOR must evidence that the insurer providing the policy will give RCTC thirty (30) days written notice, at the address shown in Section 3.32, Notices, of this Contract, in advance of any lapse, cancellation, reduction or other adverse change respecting such insurance. 3.22.10 Qualifying Insurer. All policies of insurance required hereby shall be issued by companies which have been approved to do business in the State of California by the State Department of Insurance, and which hold a current policy holder's alphabetic and financial size category rating of not less than A: VIII according to the current Best Current Rating Guide, or a company of equal financial stability as determined by RCTC. 3.22.1 1 Review of Coverage. RCTC retains the right at any time to review the coverage, form and amount of insurance required herein and may require CONTRACTOR to obtain additional insurance reasonably sufficient in coverage, form, amount to provide adequate protection against the kind and extent of risk which exists at the time of change in insurance required. 3.22.12 Safety. CONTRACTOR shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the CONTRACTOR shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment, and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities' for the proper inspection and maintenance of all safety measures. 3.23 Prohibited Interests. 3.23.1 Solicitation. CONTRACTOR maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Contract. Further, CONTRACTOR warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, percentage, brokerage fee, gift, or other consideration contingent upon or resulting 209 DRAFT from the award or making of this Contract. For breach or violation of this warranty, RCTC shall have the right to rescind this Contract without liability. 3.23.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of RCTC, during the term of his or her service with RCTC, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.23.3 Conflict of Employment. Employment by the CONTRACTOR of personnel currently on the payroll of RCTC shall not be permitted in the performance of this Contract, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays, or vacation time. Further, the employment by the CONTRACTOR of personnel who have been on RCTC payroll within one year prior to the date of execution of this Contract, where this employment is caused by, and or dependent upon, the CONTRACTOR securing this or related Contracts with RCTC, is prohibited. 3.24 Equal Opportunity Employment. CONTRACTOR 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. Employment and Housing Act (Gov. Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Admin. Code, Tit. 2, Section 7285.0 et seq.): The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code, Sec 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR shall include the provisions of this Section in all of CONTRACTOR's subcontracts with respect to work under this Agreement, unless exempted by the Regulations. CONTRACTOR shall also comply with all relevant provisions of RCTC's Minority Business Enterprise program, Affirmative Action Plan, or other related RCTC programs or guidelines currently in effect or hereinafter enacted. 3.25 Right to Employ Other CONTRACTORs. RCTC reserves the right to employ other CONTRACTORS in connection with the Services. 3.26 Governing Law. The validity of this Contract and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by and construed with the laws of the State of California. 3.27 Venue. The Parties acknowledge and agree that this Contract was entered into and intended to be performed in Riverside County, California. The Parties agree that the venue for any action or claim brought by any Party will be the Central District of Riverside County. Each Party hereby waives any law or rule of court which would allow them to request or demand a change of venue. If any action or claim concerning this Contract is brought by any third party, the Parties agree to use their 210 DRAFT best efforts to obtain a change of venue to the Central District of Riverside County. 3.28 Time of Essence. Time is of the essence for each and every provision of this Contract. 3.29 Headings. Article and section headings, paragraph captions, or marginal headings contained in this Contract are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.30 Notices. All notices hereunder and communications regarding interpretation of the terms of this Contract or changes thereto shall be given to the respective Parties at the following addresses, or at such other addresses as the respective Parties may provide in writing for this purpose: CONTRACTOR: RCTC: Name RIVERSIDE COUNTY Title TRNASPORTATION COMMISSION Address FSP Program City, State Zip P.O. Box 12008 Attn: Riverside, CA 92502-2208 Attn: Brian Cunanan Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. mail, first class postage prepaid, and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.31 Contract Documents and Conflicting Provisions. This Contract consists of, in addition to the Exhibits attached hereto and incorporated by reference herein, the following documents ("Contract Documents"): (1) Request for Proposal No. 11-45-xxx-00, including all of the Exhibits attached thereto and incorporated therein by reference and any amendment or addendum thereto (the "RFP"); and (2) CONTRACTOR's response thereto, including any amendments or addendums ("CONTRACTOR's Proposal"). In the event that provisions of this Contract conflict in any way with the provisions of the RFP, and/or CONTRACTOR'S Proposal, the terms of this Contract shall control. In the event that the provisions of the RFP conflict with CONTRACTOR's Proposal, the terms of the RFP shall control. Otherwise, the Contract Documents are intended to be complementary. Services required by one of the Contact Documents and not by others shall be performed as required by all. In the event that provisions of any attached Exhibits conflict in any way with the provisions set forth in this Contract, the language, terms and conditions contained in this Contract shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.32 Amendment or Modification. No supplement, modification, or amendment of this Contract shall be binding unless executed in writing and signed by 211 DRAFT both Parties. 3.33 Entire Contract. This Contract contains the entire Contract of the Parties relating to the subject matter hereof and supersedes all prior negotiations, Contracts or understandings. 3.34 Invalidity; Severability. If any portion of this Contract is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.35 No Waiver. Failure of CONTRACTOR to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. 3.36 Counterparts. This Contract may be signed in one or more counterparts, any one of which shall be effective as an original document: 3.37 Attorneys' Fees and Costs. If any legal action is instituted to enforce or declare any Party's rights hereunder, each Party, including the prevailing Party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against a Party hereto and payable under Section 3.21, Indemnification. 3.38 Consent. Whenever consent or approval of any Party is required under this Contract, that Party shall not unreasonably withhold nor delay such consent or approval. IN WITNESS THEREOF, THE AUTHORIZED PARTIES HAVE BELOW SIGNED AND EXECUTED THE Contract ON THE EFFECTIVE DATE: Riverside County Transportation [CONTRACTOR'S COMPANY NAME1 Commission Gregory S. Pettis, Chair [Name, Title[ APPROVED AS TO LEGAL FORM FOR RCTC Tax I.D. No. Best Best & Krieger LLP General Counsel 212 DRAFT EXHIBIT "A" Exhibit "A-1" Beat Descriptions Exhibit "A-2" Preliminary list of PSP Holidays 213 DRAFT EXHIBIT "B" Compensation and Payment [INSERT FINAL PRICE PROPOSALS FROM CONTRACTOR'S PROPOSAL] 214 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Brian Cunanan, Commuter Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Update on the Inland Empire 511 System and Amendment to Agreement with Iteris, Inc. for Operations and Maintenance Services for Inland Empire 511 BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 09-45-067-01, Amendment No. 1 to Agreement 09-45-067-00, with Iteris, Inc. for operations and maintenance services for the Inland Empire 511 (IE51 1) system in an amount not to exceed $1, 503,056; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: In April 2009, the Commission approved the implementation of the 1E511 traveler information system in partnership with the San Bernardino Associated Governments (SANBAG). Staff at the time presented a white paper that described the functionality of the system including a free to the public telephone service using an interactive voice response (IVR) system, a companion website, and an estimation of the costs to operate the system for the first three years. In response to the Commission's approval, the system was constructed and officially launched to the public on April 7, 2010. Consistent with the functionality described in the white paper, the 1E511 system provides motorists with access to real-time freeway travel information and incident information on Southern California highways via the telephone service by dialing 511 from any land line or cell phone or accessing the map on the companion website, (www.ie511.org). 1E511 is designed to promote mobility by fostering more informed travel decisions to avoid congestion as well as provide more choices for the individual commuter by identifying all travel options available to Riverside Agenda Item 8M 215 and San Bernardino County residents. Inland Empire commuters can access transit, Metrolink, carpooling, vanpooling, carpool lane, and toll road information, as well as detailed park and ride lot information for the entire Southern California region. DISCUSSION: In its first year of operation, 1E511 has experienced over 560,000 telephone users and over 230,000 online users. On average, 1E511 averages over 20,000 web visitors and 42,000 phone calls (or 115,000 minutes) during any given month. Traffic information is by far the most requested information; however, the range of information provided by 1E511 is multimodal and includes bus and rail trip planning and ridesharing. These statistics are continuing to trend upwards and validate that Inland Empire constituents and travelers are finding value in the system. These statistics also show that use and demand has greatly exceeded the original projections set forth for the program in the white paper. 70,000 60,000 50,000 40,000 30,000 20,000 10,000 1E511 Monthly Web and Phone Traffic Al'r-10. Mav-10 Jun010 101-10 Aug-10 Sr0-10 Oct-10 110v-10 Der-10 Jan-11 Feb-11 Mar-11 Web Visits ■ Phone Calls The net result of the popularity of the telephone service is that it has increased the cost of operating the system over that originally estimated. As previously mentioned, accessing the system via the phone is free to any user and, as such, without having ever operated such a system, staff in the white paper looked at comparative systems deployed in other parts of the state and country in order to arrive at an informed estimate of use. The basis for the phone cost projection ultimately included in the white paper was an estimated average of 50,000 minutes per month with an associated cost of $6,050 per month. The actual call volume (minutes) and respective cost per month realized after deployment were double these amounts on average and in many cases, more than triple depending on the weather and traffic conditions. December 2010 is a very good example wherein the rain, snow, and subsequent road closures spiked both telephone calls and website hits on the system over those from the prior month. Agenda Item 8M 216 • As part of the original 1E511 implementation approval by the Commission, Agreement 09-45-067-00 with Iteris for operations and maintenance services for the traffic map and IVR telephone usage charges was included. This agreement totaled $1,080,000 over a three-year term that included a cost projection of $276,000 in Iteris project management and $72,600 for phone usage for the first year of operation. Unlike project management costs that are fairly level and consistent, the phone component is ultimately dependent on actual call volumes and can fluctuate in response to higher traffic activity or local and regional 511 marketing campaigns. Since commuters are using and finding value in the system as previously indicated, the phone portion of the Iteris contract exceeded year one projections by nearly 650,000 minutes or $66,536 over the phone budget. Left unchecked, this overage in phone usage would require either early termination of the existing operations and maintenance agreement or approval of another funding action by the Commission. 180,000 160,000 140,000 120,000 100,000 80,000 60,000 40,000 20,000 1E511 Monthly Phone Minutes Ayr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 NEXT STEPS: Original Projections *Actual Now that the system has been operational for one year, staff has a better understanding of expected call volumes and has adjusted phone projections for the next five years to align more closely to actual use patterns. In addition, staff has been working closely with Iteris to develop a solution to manage the volume of telephone minutes more cost effectively. As previously noted in this report, the telephone system uses IVR technology to provide the traffic information. As such and with traffic being the most popular menu item requested by the public, this technology became a viable candidate for potential cost savings. The existing IVR supplier (Voxeo) was asked to supply a new pricing structure. While Voxeo's rates are competitive with the market as a Agenda Item 8M 217 whole, it declined to provide a better rate to the Commission. Therefore, staff worked with Iteris to identify a different IVR platform (Meridian) that could be more cost effectively supplied to the Commission directly by Iteris. In restructuring the IVR from the Voxeo system to the Meridian system, an initial development cost of $125,000 will need to be incurred by the Commission. While adding to the initial development cost, this cost however is projected to be recouped within 18 months of the transition due to the superior rate on the cost per minute per call proposed to be provided by Meridian. Additionally, in requesting a new -five year term for Iteris to operate and maintai❑ the IVR, staff is estimating an additional phone charge cost savings (over and above the recoupment of the development cost) of up to $300,000 by the end of the fifth year as compared to that if no changes were to be made to the system and Voxeo remained as the IVR provider. This analysis as well as the, cost estimate over a five-year term also assumes a call growth trend of 2.5% per year that is consistent with current expectations on growth and use patterns. RECOMMENDATION: 1E511 has proven to be a valuable tool for Inland Empire residents and constituents for managing their travel and commute efforts. Demand for the system clearly warrants continued provision of the service. As such, staff recommends amending the Iteris agreement to include the IVR transition/enhancements so as to achieve a more efficient cost structure. It will also align the term of the agreement with the Commission's fiscal year and extend the term of the agreement to June 30, 2016, under the new cost structure for a total contract amendment value of $1,503,056 that also includes a 5% contingency to account for system enhancements and for any incremental phone cost fluctuations. The $125,000 for IVR enhancements and operational costs for next fiscal year are included in the FY 2011I12 budget to be presented to the Commission in June 2011 for approval, so no budget adjustment is necessary. This will bring the total Iteris contract amount to $2,583,056 and extend the contract termination date from February 2013 to June 2016. As with all costs associated with 1E511 system operations, SANBAG will reimburse the Commission for half of all the costs associated with the proposed IVR enhancements and transition resulting in the Commission's actual cost for its portion of the project at $1,291,528 over the 90-month contract term. Agenda Item 8M • 218 • Financial Information In Fiscal Year Budget: N/A Year: FY 2011/12 Amount: $516,250 N/A FY 2012/13+ $986,806 Source of Funds: SAFE Funds SANBAG Measure I and CMAQ Budget Adjustment: No GL/Project 452124-416-41605 202-45-41203 $751,528 (SANBAG reimbursement) Accounting No.: 452124-65520/73201 202-45-65520/73002 $751,528 (SANBAG cost) 452131-65520-73201 202-45-65520/73002 $751,528 (RCTC cost) Fiscal Procedures Approved: \PLI,",,,f, Date: 04/18/11 Agenda Item 8M 219 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Tanya Love, Goods Movement Manager Greg Moore, Procurement and Assets Manager THROUGH: Anne Mayer, Executive Director SUBJECT: List of Pre -Qualified Firms and Agreements for On -Call Goods Movement Consultant 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 goods movement support 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 $1,250,000; a) Agreement No. 11-67-101-00 with Cambridge Systematics; b) Agreement No. 11-67-098-00 with InfraConsult; c) Agreement No. 11-67-099-00 with Reds; d) Agreement No. 11-67-100-00 with MIG, Inc.; 2) Authorize the Executive Director to execute task orders awarded to contractors under the terms of the agreements; and 3) Authorize the Chair, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission. BACKGROUND INFORMATION: The issue of goods movement continues to be a critical function for the Commission as freight movement in Southern California continues to play a visible role in regional transportation, environmental, and community planning discussions. During the recent economic downturn, Riverside County has experienced significant fallout from the labor market and real estate declines. A small benefit has been the temporary relief to transportation congestion on the area's major road and railroad corridors. Although freight movement declined during the recession, traffic has increased in the past year and, it is projected that the number of shipping containers passing through the Ports of Los Angeles and Long Beach — most of which are shipped to points across the United States — will triple by the year 2035. Given that Riverside County is a critical link in this chain with major freeway and Agenda Item 8N 220 railroad corridors and significant warehouse, distribution center, and intermodal facilities, today's congestion levels will continue to place greater burdens on many of the county's communities. Specific impacts include: • Freight rail volumes are projected to increase 53% by 2035, increasing the length and frequency of freight trains through the area, limiting the opportunity for expanding commuter rail; • Rail crossing gates are down for an average of two hours a day and will see more downtime as rail traffic grows, increasing traffic congestion, emissions, and safety hazards; • Truck traffic will grow between 78% and 145% on the major freeway corridors in the county by the year 2030, contributing significantly to growing vehicle congestion; and • Air quality will continue to deteriorate from truck and rail diesel emissions. To assist with the goods movement issues, staff is requesting approval to enter into on -call consultant agreements. The establishment of a bench of qualified goods movement consultants will provide various types of support to staff necessary to meet goods movement planning challenges faced by the Commission. The types of support anticipated through this award include: • Development, technical review, and analysis of goods 'movement policy recommendations and projects; • Support for project prioritization and analysis; • Intra-county agency outreach, research, and education; • Goods movement data for various corridors; • Financial and economic impact analysis of goods movement options; and • Environmental and community impact analysis. Staff sought a competitive solution to satisfy the foregoing requirements. Procurement Process Staff determined the weighted factor method of source selection to be the most appropriate for this procurement, as it allows the Commission to identify the most advantageous proposals with price and technical factors considered. Non -price, technical factors include elements such as experience, qualifications, personnel, and a proposer's ability to respond to the requirements set forth under the terms of Request for Proposals (RFP) No. 10-67-047-00. RFP No. February 1. proposers. Associates, 10-67-047-00 was re►eased by staff and advertised on Staff responded to all requests for clarifications submitted by potential Ten firms - Arellano Associates, Cambridge Systematics, DKS InfraConsult, lteris, Inc., Jack Faucett Associates, MIG, Inc., Tioga Agenda Item 8N • • 221 Group, Urban Crossroads, and Wilbur Smith Associates — submitted a proposal prior to the stated deadline date. Each of the ten firms submitted a responsive and responsible proposal. An eleventh firm was deemed non -responsive and omitted from the competitive process for submitting a late proposal. The remaining responsive and responsible firms' proposals were evaluated and scored by an evaluation committee comprised of Commission staff and a representative from Ca!trans, OCTA, and SCAG. Scoring was based entirely upon the evaluation criteria set forth in the RFP. The evaluation committee scored each firm in order to establish a short list of the firms earning the highest total evaluation scores. The evaluation committee conducted interviews with seven short listed firms and conducted a subsequent evaluation of each of those firms, based on both the written and interview components presented to the evaluation committee by each proposer. Because the on -call bench was limited to a maximum of four firms under the terms of the RFP, the list of recommended awardees, in descending order, ranked as follows: Cambridge Systematics, InfraConsult, Iteris, and MIG, Inc. The recommended awardees' labor rates were competitively established and considered fair and reasonable based upon adequate price competition under the above referenced procurement process, and staff evaluation of historical costs paid by the Commission for the same or similar services. The recommended awardees offered the most advantageous combination of pricing, experience, and relevant qualifications. Staff is confident that the recommended firms will provide the Commission with quality service at the best possible price. Funding In the FY 2011/12 budget to be approved in June 2011, $250,000 in Local Transportation Fund (LTF) funds is budgeted for on -call consultant services related to goods movement, and a similar budget amount is anticipated for each of the subsequent years included in the period of performance. The multiple award, on -call, 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 information contained in their proposal. Services will be provided through the Commission's issuance of contract task orders to the contractors on an as -needed basis. The Commission's standard form professional services agreement, in substantially the form attached hereto, will be entered into with the consultants subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Agenda Item 8N 222 Financial Information In Fiscal Year Budget: N/A N/A Year: FY 201 1 /12 FY 2012/13 + Amount: $250,000 $1,000,000 Source of Funds: LTF Budget Adjustment: N/A GL/Project Accounting No.: 106 67'65520 Fiscal Procedures Approved: \141,e4/ Date: 04/12/11 Attachment: Standard Form On -Call Professional Services Agreement Agenda Item 8N • 223 i Agreement No. RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR ON -CALL GOODS MOVEMENT SUPPORT SERVICES WITH [01-4 TANT] 1. PARTIES AND DATE. This Agreement is made and entered into this " day of 201, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and [ PO T I NA ("Consultant"), a [t ElQNS1J'TPR A'f+fiT', a : 2. RECITALS. 2.1 Consultant desires to perform and assume responsibility for the provision of certain professional consulting services required by Commission 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 Consultant ("Task Order"). Consultant represents that it is,a professional consultant, experienced in providing on -call [ R+! P��4 VA194 . ] services to public clients, is licensed in the State of California, and is familiar with the plans of Commission. 2.2 Commission desires to engage Consultant to render [Mt§ ER9.10E-5] 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 (each such project shall be designated a "Project" under this Agreement). 2.3 A source of funding for payment for professional services provided under this Agreement may include federal funds from the United States Department of Transportation. This Agreement shall not be deemed to be approved by the Commission until the certifications shown in Exhibits "D" and "E" attached hereto and incorporated herein by reference, are executed and incorporated in this Agreement. OF S 3. TERMS. T; E 3.1 General Scope of Services. Consultant promises and agrees to furnish to Commission all labor materials, tools, equipment, services, and incidental and customary work, on an on -call basis, as necessary to fully and adequately provide professional consulting services and advice on various issues affecting the decisions of Commission regarding the Project and on other programs and matters affecting Commission, hereinafter referred to as "Services". The types of Services to be provided are generally described in Exhibit "A" attached hereto and incorporated herein by RCTC Agreement No. Page 1 224 reference. The Services shall be more particularly described in the individual Task Order issued by the Commission's Executive Director or designee. No Services shall be performed unless authorized by a fully executed Task Order in the form attached hereto as Exhibit "C". 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. 3.2 Term. The term of this Agreement shall be from ' "`�'�� to , 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 set forth in the Task Order. 3.3 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the specific schedule that shall be set forth in the Task Order ("Schedule of Services"). Consultant will be required to commence work within five days of receiving a fully executed Task Order. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with each Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon the Commission's request, Consultant shag provide a more detailed schedule of anticipated performance to meet the relevant Schedule of Services 3.4 Independent Contractor. Control and Payment of Subordinates. The Services shall be performed by Consultant under its supervision. Consultant will determine the means, method and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and Consultant is not an employee of 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 not be employees of Commission and 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 under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers' compensation insurance. 3.5 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of Commission. 3.6 Substitution of Key Personnel Consultant has represented to 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 and experience upon written approval of Commission. In the event that Commission and Consultant cannot agree as to the substitution of key personnel, Commission shall be entitled to terminate this Agreement RCTC Agreement No. Page 2 • 225 • • for cause, pursuant to provisions of Section 3.16 of this Agreement. The key personnel for performance of this Agreement are as follows: [1g-S RT.'NANO. 3.7 Commission's Representative. Commission hereby designates the [INSERT NAME OR TITLE], or his or her designee, to act as its representative for the performance of this Agreement ("Commission's Representative"). Commission's representative shall have the power to act on behalf of Commission for all purposes under this Agreement. Consultant shall not accept direction from any person other than Commission's Representative or his or her designee. 3.8 Consultant's Representative. Consultant hereby designates ONSErti NAME], or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement and as described in the relevant Task Order. 3.9 Coordination of Services. Consultant agrees to work closely with Commission staff in the performance of Services and shall be available to Commission's staff, consultants and other staff at all reasonable times. 3.10 Standard of Care; Licenses. Consultant shall perform the Services under this Agreement in a skillful and competent manner, consistent with the standard generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, 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 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. 3.11 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. 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 Commission, Consultant shall be solely responsible for all costs RCTC Agreement No. Page 3 226 arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.12 Insurance. 3.12.1 Time for Compliance. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the Commission that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3.12.2 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); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); 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: $1,000,000 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; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if Consultant has an employees, Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Practices Liability limits of $1,000,000 per accident. 3 12.3 Professional Liability. [IMCL, f;7NLY'IPAPPLCG/�B�. bEL , 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 theirprofession Such insurance shall be in an amount not less than $1,000,000 [1 FlIECE A 1f=] L THETtivvis- 1i 4-.63 iANDp LE E TI IIIS IOTEl per claim. RCTC Agreement No. Page 4 • 227 3.12.4 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. The general liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission, its directors, officials, officers, employees and agents shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Commission, its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Commission; and, (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Commission, its directors, officials, officers, employees and agents. 3.12.5 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 RCTC Agreement No. Page 5 228 shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.12.6Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. 3.12.7 Verification of Coverage. Consultant shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the Commission. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements must be received and approved by the Commission before work commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.13 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.14 Fees and Payment. 3.14.1 Compensation. Ifs THIs ERE r UPIT � BE I R a-GREEME SIT NCLUl _47}�ttE: Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto. The maximum compensation for Services to be provided pursuant to each Task Order shall be set forth in the relevant Task Order. The total compensation to be provided under this Agreement, in the aggregate, shall not exceed [II51;5,RWWRiiTTENI Dtt.AI 4MOUNT] jg:ttI 1� RNUMERIDWOO7R MOUNT] ("Total Compensation") without written approval of the Commission's Executive Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. RCTC Agreement No. Page 6 • 229 • COISIIPEN- SAtfOlsrA UUN7 TO BE PROVIDEN�� THEN `tN, �LLCa1 liT�r ,41UC3UAGE Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto. The total compensation per Task Order shall be set forth in the relevant Task Order, and shall not exceed said amount without written approval of the Commission's Executive Director. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. ILA r�G 'Y1 ET IE. 3.14.2 Payment of Compensation. Consultant shall submit to Commission a monthly statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Commission shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.14.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by Commission. 3.14.4 Extra Work. At any time during the term of this Agreement, Commission may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by Commission to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Commission's Executive Director. 3.15 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Commission during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.16 Termination of Agreement. 3.16.1 Grounds for Termination. Commission may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof. Upon termination, Consultant shall be compensated only for those services which have been fully and adequately rendered to Commission through the RCTC Agreement No. Page 7 230 effective date of the termination, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.16.2 Effect of Termination. If this Agreement is terminated as provided herein, Commission may require Consultant to provide all finished or unfinished Documents and Data, as defined below, and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.16.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, Commission may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.17 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: COMMISSION: 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. 3.18 Ownership of Materials/Confidentiality. 3.18.1 Documents & Data. This Agreement creates an exclusive and perpetual license for Commission to copy, use, modify, reuse, or sub -license any and all copyrights and designs embodied in plans, specifications, studies, drawings, estimates, materials, data and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Commission is granted an exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. RCTC Agreement No. Page 8 • 231 Consultant represents and warrants that Consultant has the legal right to grant the exclusive and perpetual license for all such Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the Commission. Commission shall not be limited in any way in its use of the Documents & Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Commission's sole risk. 3.18.2 Intellectual Property. In addition, Commission shall have and retain all right, title and interest (including copyright, patent, trade secret and other proprietary rights) in all plans, specifications, studies, drawings, estimates, materials, data, computer programs or software and source code, enhancements, documents, and any and all works of authorship fixed in any tangible medium or expression, including but not limited to, physical drawings or other data magnetically or otherwise recorded on computer media ("Intellectual Property') prepared or developed by or on behalf of Consultant under this Agreement as well as any other such Intellectual Property prepared or developed by or on behalf of Consultant under this Agreement. The Commission shall have and retain all right, title and interest in Intellectual Property developed or modified under this Agreement whether or not paid for wholly or in part by Commission, whether or not developed in conjunction with Consultant, and whether or not developed by Consultant. Consultant will execute separate written assignments of any and all rights to the above referenced Intellectual Property upon request of Commission. Consultant shall also be responsible to obtain in writing separate written assignments from any subcontractors or agents of Consultant of any and all right to the above referenced Intellectual Property. Should Consultant, either during or following termination of this Agreement, desire to use any of the above -referenced Intellectual Property, it shall first obtain the written approval of the Commission. All materials and documents which were developed or prepared by the Consultant for general use prior to the execution of this Agreement and which are not the copyright of any other party or publicly available and any other computer applications, shall continue to be the property of the Consultant. However, unless otherwise identified and stated prior to execution of this Agreement, Consultant represents and warrants that it has the right to grant the exclusive and perpetual license for all such Intellectual Property as provided herein. Commission further is granted by Consultant a non-exclusive and perpetual license to copy, use, modify or sub -license any and all Intellectual Property otherwise owned by Consultant which is the basis or foundation for any derivative, collective, insurrectional, or supplemental work created under this Agreement. RCTC Agreement No. Page 9 232 3.18.3 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of Commission, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Commission's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of Commission. 3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.20 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and costs of such actions. 3.21 Indemnification. Consultant shall defend, indemnify and hold Commission, its directors, officials, officers, employees, consultants, agents and volunteers 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 any 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 all consequential damages 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 or its directors, officials, officers, employees, consultants, agents and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its directors, officials, officers, employees, consultants, agents and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse Commission and its directors, officials, officers, employees, consultants, agents and/or volunteers, for any and all legal expenses and costs 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 or its directors, officials, officers, employees, consultants, agents and volunteers. The indemnification language above shall apply except as to design professional services, as defined in Civil Code section 2782.8, including any architect, RCTC Agreement No. Page 10 233 • • landscape architect, engineer or land surveyor services, provided pursuant to this Agreement. As to such Services, to the fullest extent permitted by law, Consultant shall defend, indemnify and hold Commission, its directors, officials, officers, employees, consultants, volunteers, and agents free and harmless from any and all claims, demands, causes of action; costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligence, recklessness, 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, including without limitation the payment of all 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 the Commission, its directors, officials, officers, agents, consultants, employees and volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the Commission or its directors, officials, officers, agents, consultants, employees and volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse the Commission and its directors, officials, officers, agents, consultants, employees and 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 indemnity shall not be restricted to insurance proceeds, if any, received by the Commission or its directors, officials, officers, agents, consultants, employees and volunteers. 3.22 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.23 State of California. 3.24 of this Agreement. Governing Law. This Agreement shall be governed by the laws of the Venue shall be in Riverside County. Time of Essence: Time is of the essence for each and every provision 3.25 Commission's Right to Employ Other Consultants. The Commission reserves the right to employ other consultants in connection with this Project. 3.26 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. 3.27 Prohibited Interests. 3.27.1 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 RCTC Agreement No. Page 11 234 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, Commission shall have the right to rescind this Agreement without liability. 3.27.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of Commission, during the term of his or her service with Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.28 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any 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. Consultant shall also comply with all relevant provisions of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or other related Commission programs or guidelines currently in effect or hereinafter enacted. 3.29 Subcontracting. Consultant shall not subcontract any portion of the work or Services required by this Agreement; except as expressly stated herein, without prior written approval of the Commission. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 3.30 Prevailing Wages. By its execution of this Agreement, Consultant certified that it is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq. as well as California Code of Regulations, Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate of per diem wages in effect at the commencement of this Agreement. 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. 3.31 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, RCTC Agreement No. Page 12 • 235 • • • 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 hereunderwho 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. 3.32 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. 3.33 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. [Signatures on following page] RCTC Agreement No. Page 23 236 • SIGNATURE PAGE TO AGREEMENT FOR ON -CALL [C#ES� rostf i VICES] SERVICES WITH IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the date first herein above written. RIVERSIDE COUNTY [IN TRANSPORTATION COMMISSION By: Gregory S. Pettis, Chair APPROVED AS TO FORM: By: Best, Best & Krieger LLP General Counsel Signature Name Title RCTC Agreement No. Page 14 237 • On -Call and As -Needed [tN Such [lt',i R Jt8e the following work activities: ORANGE\HKENNY\37133.I EXHIBIT "A" SCOPE OF SERVICES (1 _KJ l Services 1 ESJ services may include, but are not limited to, A-1 V Yl 238 • • • ORANGEINKENNY137133.1 EXHIBIT "B" COMPENSATION [INSERT] B-] 239 • • • EXHIBIT "C" Sample Task Order Form RIVERSIDE COUNTY TRANSPORTATION COMMISSION TASK ORDER 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 any attachments: (Please provide if any.) Dollar Amount of Task Order: Not to exceed $ .00 Completion Date: 200 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: Anne Mayer, Executive Director ORANGEIHXENNY137133.1 C-1 240 • EXHIBIT "D" CERTIFICATE OF CONSULTANT I HEREBY CERTIFY that I am the and duly authorized representative of the firm of whose address is , and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (a) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (b) agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (c) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this agreement. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Caltrans) in connection with this agreement involving participation of Federal -aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: Signature Name Title Date ORANGE\HKENNY137I33.7 D-1 241 • • • EXHIBIT "E" CERTIFICATE OF COMMISSION I HEREBY CERTIFY that I am the of the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, and that the consulting firm of or its representative has not been required (except as herein expressly stated), directly or indirectly, as an express or implied condition in connection with obtaining or carrying out this Agreement to: (a) employ, retain, agree to employ or retain, any firm or person; or (b) pay or agree to pay, to any firm, person or organization, any fee, contribution, donation, or consideration of any kind. I acknowledge that this Certificate is to be made available to the California Department of Transportation (Ca[trans) in connection with this Agreement involving participation of federal -aid Highway funds, and is subject to applicable State and Federal laws, both criminal and civil. By: Signature Name Title Date ORANGE WKE.NNY 137133. 1 E-1 242 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Budget and Implementation Committee Aaron Hake, Government Relations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: State and Federal Legislative Update BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Receive an update on state and federal legislation; and 2) Adopt the following bill positions: • AB 427 (Perez) — Monitor; • AB 296 (Skinner) — Oppose; • SB 693 (Dutton) — Support In Concept; • SB 468 (Kehoe) — Oppose; and • AB 1134 (Bonilla) — Support. BACKGROUND INFORMATION: Federal Update Several recent showdowns over FY 2011 appropriations have garnered much media attention. The result of every one or two -week continuing resolution has been a further reduction in overall federal spending. At the time this staff report was written, the House was contemplating a final FY 2011 continuing resolution. The U.S. Department of Transportation's funding has taken several hits from these measures. The most significant areas of reductions continue to be the high-speed rail, the discretionary Transportation Investment Generating Economic Recovery (TIGER) program, and planning grants. However, the Federal Transit Administration's (FTA) capital investment grants program known as New Starts and Small Starts faced a significant cut. Perris Valley Line (PVL) is a Small Starts project that received a line item in the President's budget request for FY 201 1; however, the project does not have a project construction grant agreement (PCGA) — essentially, a contract with FTA to fully commit the $75 million planned for the project. Until a PCGA is executed, the money in the proposed federal budget for PVL could potentially be subject to cuts by Congress. Commission staff and Agenda Item 80 243 lobbyists are working on this issue to ensure that Perris Valley Line is insulated from the impacts of Congressional spending reductions. However, environmental approval of the project is required before a PCGA can be awarded to Perris Valley Line. The Commission is in the final stages of receiving this approval. On the highway side, rescissions of unspent earmarks continue to be on the table. Again, staff is working diligently to determine which earmarks are in jeopardy and which projects in Riverside County could be affected. State Update With the re-enactment of the fuel tax swap by AB 105, relative stability of core transportation funding has been achieved. However, the prolonged lack of a state budget continues to hamper the state's ability to sell bonds for transportation projects. The spring bond sale has been cancelled and the prospects for a fall bond sale is grim unless a budget is passed that can provide Wall Street sufficient confidence. The Commission has several bond -funded projects, including the SR- 91 high occupancy vehicle project in downtown Riverside, which will be due for bond allocations in the near term. Not only will upcoming projects be delayed without a bond sale, bond -funded projects around the state that are already under construction may have to be halted at a greater expense to the state. The issue of bonds may soon become the Commission's #1 priority in Sacramento to keep the delivery program on schedule, as well as the jobs that can be created by these projects. Springtime is also the beginning of the process for bills to be heard in various policy committees in the Legislature. At the outset, there are several bills of interest to the Commission as described below: AB 427 (Perez) - Proposition 1B Transit Security Bond Program Recommended Position: Monitor Proposition 1B, approved by California voters in 2006, contains $1 billion for the Transit System Safety, Security, and Disaster Response Account. This account is used for, "capital projects that provide increased protection against a security and safety threat, and for capital expenditures to increase the capacity of transit operators to develop disaster response transportation systems that can move people, goods, and emergency personnel and equipment in the aftermath of a disaster impairing that movement." Under current law, these funds are distributed over several years by a formula that follows the State Transit Assistance (STA) formula, whereby transportation commissions such as the Commission receive its share based on population and the amount of revenue generated by the Southern California Regional Rail Authority (SCRRA) in each county. These bond funds are overseen by the California Emergency Management Agency (CaIEMA). Agenda Item 80 • 244 • Over the life of Proposition 1 B, the Commission anticipates receiving approximately $17.8 million from this program, with $3.5 million going towards the rail program. The majority of the funds are being invested by the county's bus operators. For rail, the funds are being invested according to the Commission's security assessment plan on Metrolink station security camera upgrades, perimeter fencing, and gates. Some areas of California are not using their transit security bond funds. AB 427 (Perez) creates a mechanism by which unused funds can be awarded through a competitive process to those agencies that can use these funds. Theoretically, this bill could provide an opportunity for the Commission to pursue additional funds for transit security. The bill also makes changes to eligibility and formula calculations with respect to SCRRA. Under current law, commuter rail agencies are prohibited from taking funds from more than one of the sub -accounts in this program. AB 427 would lift this prohibition, potentially providing for Metrolink to receive a greater share of funding that would otherwise come directly to the Commission. Staff and representatives of the Commission are working closely with Speaker John Perez's staff and Metrolink to understand the intent and consequences of the bill's language relating to commuter rail's formula share. As the bill continues to take shape, staff recommends a Monitor position. Further updates will be provided as the bill moves through the committee process in Sacramento. AB 296 (Skinner) — Coo/ Pavements Mandate Recommended Position: Oppose This bill requires the California Department of Transportation (Caltrans) to implement a cool pavement pilot project, develop a handbook and regulations on cool pavements, and by 2018 imposes a mandate that all state -funded transportation projects have 75% of their surface area covered by cool pavements. Exceptions are made for roads that are substantially shaded by trees, tall buildings, or are in rural areas. The author of the bill seeks to reduce the impacts of heat absorbing pavements, which increase temperatures in metropolitan cities. This phenomenon is referred to as urban heat island effect (HIE). The author claims that HIE contributes to higher peak energy demand, air pollution, and greenhouse gases due to higher urban temperatures, which require more air conditioning during a longer duration of time during the day. Agenda Item 80 245 Generally, pavements that are darker (like asphalt) tend to absorb more heat, while pavements that are lighter (like concrete) absorb less. Cool pavements can include using more concrete instead of asphalt or by placing lighter colored rock on dark colored asphalt surfaces to reflect the sunlight. Trees are also used to reduce pavement heat absorption. Staff has learned that Caltrans has spent many years developing a cool pavements program and is participating in ongoing research and development efforts. Staff believes this mandate is unrealistic and could drive up costs of transportation projects in California. At this time, the state's highway maintenance needs are woefully underfunded; further burdening the program with expensive mandates would only provide further setbacks to efforts to bring the state highway system into a state of .good repair. Furthermore, the bill legislates what is a developing science in the transportation industry. Staff believes research should continue, but requiring that all state funded projects utilize cool pavements is overreaching „and could have negative impacts on project costs during a time of dwindling state revenues. AB 296 is supported by the Union of Concerned Scientists, Californians Against Waste, and the California Nevada Cement Association. The bill is, currently opposed by Associated General Contractors of California, Southern California Contractors Association, Asphalt Association of California. Staff anticipates that many transportation agencies throughout California will come out ,in strong opposition to this legislation. SB 693 (Dutton): Public -Private Partnership Agreements Recommended Position: Support in Concept This bill would allow Caltrans to delegate its authority to enter into public -private partnership (P3) agreements to cities and counties. Current law allows Caltrans to delegate P3 authority to regional transportation commissions and allows regional transportation commissions to solicit P3 proposals from private industry. However, this authority does not extend to cities and counties. Yet, an existing provision in the law (not addressed by this bill) states that Caltrans must be the responsible agency for P3 projects on the state highway system. Thus, based on an interpretation of this statute, even if cities and counties had P3 authority these P3 projects could probably not take place on state highways. City and county P3 projects would be new off -system projects. Agenda Item 80 • 246 • • • The Commission's adopted platform supports expansion of P3 authority in California. Thus, staff recommends adopting a supportive position on this bill. Further, staff believes that this bill should also expand the authority of cities, counties, and regional transportation agencies to implement P3's on the state highway system, where there is the most potential for achieving congestion relief via alternative financing. SB 468 (Kehoe): Capacity -Increasing Highway Projects in Coastal Zones Recommended Position: Oppose This bill would prohibit capacity -increasing highway projects from proceeding to construction prior to public transit projects being built in the same corridor. The bill also makes highway projects within coastal zones subject to California Coastal Commission review. Language in the bill references the state's existing greenhouse gas reduction laws as an impetus for this proposed policy, arguing that in environmentally sensitive areas such as coastal zones, priority should be placed on public transit to reduce vehicle miles traveled and environmental impacts. Although the Commission has no coastal zones in its territory, staff is concerned with legislating a preference for one mode of transportation project over another, let alone policy that explicitly prohibits a project from construction until another project moves forward. This policy approach does not reflect the realities of regional transportation plans, voter -approved sales tax measures, or local and regional congestion management needs determined by local elected officials. Furthermore, the Legislature's recent attempts to zero -out STA funding and the lack of funds available to adequately expand transit contradicts the policy in SB 468. Additional bureaucratic review by the California Coastal Commission on top of the rigorous requirements of the California Environmental Quality Act (CEQA) is also concerning. SB 468 is aimed at one project in San Diego County on Interstate 5, which is opposed by Senator Christine Kehoe for reasons specific to that project. Staff is concerned that project specific issues in one area of the state will have far-reaching consequences on many other transportation projects, while setting a precedent for the Legislature intervening in project selection processes that are otherwise made by regional and local agencies that provide the lion's share of funding. San Diego Association of Governments (SANDAG), Orange County Transportation Authority (OCTA), and Ventura County Transportation Commission (VCTC) are opposed to this bill. Agenda Item 80 247 AB 1134 (Bonilla): Project Study Reports Recommended Position: Support This bill would amend Caltrans protocols for conducting project study reports (PSR) for transportation projects on the state highway system. In summary, the major provisions of this bill would require that Caltrans perform PSRs at its own expense for state highway projects that are included in voter -approved self-help sales tax expenditure plans. For state highway projects that are not in such expenditure plans but are still locally funded, local agencies can request Caltrans to perform a PSR; however if Caltrans resources are not available to perform the PSR, the local agency could perform its own PSR at its own expense. The bill would further require Caltrans and local agencies requesting PSRs to be in continuous communication. A PSR is one of the first phases of a transportation project. A PSR describes the potential project, assesses the cost and schedule, and helps agencies make an informed decision about making financial commitments to the project. PSRs for projects on the state highway system are typically performed by Caltrans. Local entities such as cities, counties, and transportation commissions, can request that Caltrans perform PSRs on its behalf, subject to availability of Caltrans resources. Local entities can also perform the PSRs with Caltrans review. The bill is sponsored by the Self -Help Counties Coalition, of which the Commission is a member. Agenda Item 80 • • 248 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 11, 2011 TO: Riverside County Transportation Commission FROM: Western Riverside County Programs and Projects Committee Sheldon Peterson, Rail Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Proposed Metrolink Budget for Fiscal Year 201 1 /12 WESTERN RIVERSIDE COUNTY PROGRAMS AND PROJECTS COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Adopt the preliminary FY 201 1 /12 Metrolink operating and capital budget; 2) Allocate the Commission's funding commitment to the Southern California Regional Rail Authority (SCRRA) in an amount not to exceed of $7,149,700 in Local Transportation Fund (LTF) funds for train operations and maintenance of way, and $1,255,536 for capital projects to be funded by Federal Transit Administration (FTA) Section 5307 funds; and 3) Direct staff to communicate to SCRRA the Commission's deep concern over the 4% performance increase for Metrolink employees and the newly created in-house positions. BACKGROUND INFORMATION: By virtue of the SCRRA joint powers agreement, the five member agencies that comprise Metrolink must formally commit to fund their proportionate shares of commuter rail operating and capital costs. Each member agency must approve the budget before adoption of a final budget by the Metrolink Board, no later than June 30, 2011. Service and funding levels are limited by the policy and budget constraints of the member agencies and are negotiated each year. FY 2010/11 Metrolink Review The following is a review of Metrolink's FY 2010/1 1 activities: Reorganized the staffing of the agency and conducted several organizational assessments to improve efficiencies through Chief Executive Officer (CEO), John Fenton; Agenda Item 9 249 • Continued aggressive safety efforts to follow up on the Peer Safety Review recommendations and with increased efficiency testing; • Further developed the Positive Train Control program with the procurement of a vendor integrator contractor; • Rolled out the new Guardian Fleet rail cars with the latest crash resistant technology; however, there continue to be delays in delivery from the vendor; • Experienced minimal changes in ridership on the Riverside County lines due to a slow economic recovery and limited job growth; and • Even with the relatively flat ridership, tracked fare revenues at budget levels due to prior year fare increases. FY 2011/12 Looking Forward Looking ahead to FY 2011/12, Metrolink intends to: • Continue safety focus; • Initiate express and late night service on the San Bernardino and Antelope Valley Lines; • Expand staffing and marketing initiatives; • Receive further delivery and rollout into service of the new passenger rail cars; and • Continue efforts on positive train control development and implementation. Riverside County Service Impact Proposed for FY 2011/12 Three Metrolink commuter rail lines traverse Riverside County: the Riverside Line, the Inland Empire Orange County Line (IEOC) Line, and the 91 Line. The FY 2011/12 draft Metrolink budget proposes no changes in service levels at this time. The current proposed budget does include weekday service of 35 trains, which is the same as FY 2010/11 and one year round IEOC weekend round trip on Saturdays and Sundays that is complemented with a second round trip during the summer season to accommodate the Beach Train market. Commission's FY 2011/12 Operating Subsidy Obligation The current SCRRA request of the Commission is $7,149,700 for operations and maintenance of way, which represents a $57,500 increase or 0.81 % over the FY 2010/11 Metrolink budget. Staff recommends approval of this amount for operations with the understanding that for any future additional funding requests, Metrolink will come back to the Commission for approval. As with past funding, the operating subsidy will be paid from LTF revenues allocated for rail operations. Agenda Item 9 • 250 • • Operating Cost Overview The overall Metrolink FY 2011/12 operating budget is $179,675,700 or 3.66% greater than the FY 2010/11 budget. The following elements represent the various changes: • A minor increase in the operating contract expenses, resulting in $480,000 or 1.48% line item budget increase over the previous year; • An increase in the cost of ultra low sulfur diesel fuel resulting in a $7.2 million or 47% line item budget impact over the previous year; • A decrease in equipment maintenance expense budget due to delays in receiving the new rail cars and more efficient maintenance practices. This decrease is $5.1 million or 18.6% less than the previous year; • A decrease in maintenance of way expenses including track and signal contracts of $1.18 million or 6.2% less than the previous year; • A decrease in the agency's insurance program by $1.3 million or 6.69% less than the prior year; • An increase in salaries and fringe benefits of $1.67 million or 17.56% over the prior year. This increase is due to several factors, including formerly contracted positions becoming internal employees such as legal counsel, DBE compliance, and inventory control. Additionally, there are new positions and departments including an Office of the Inspector General. This growth also includes a 4% performance based merit increase; and • An increase in indirect administrative expenses of $1.8 million or 23.95% over the previous year budget. These expenses are related to extensive organizational assessments and consulting services. Regarding many of these issues above and given the overall financial picture of Metrolink and the partner agencies, there are a number of concerns. First, over the past year through a number of audits, it has come to light that there are significant issues with SCRRA's capital grants oversight, financial procedures, and financial information system. While efforts are underway to correct these issues, the Commission requires sufficient information in order to continue diligent oversight regarding the use of Riverside County's transportation funds. This will be important going forward because for the first time in many years, the FY 2009/10 Commission subsidy reconciliation indicates a slight increase in the actual amount of subsidy required compared to the funded amount. Staff would also like to note some concerns with additional in-house staffing increases, the long-term potential cost impacts of adding new staff to the agency, and the growth in the administrative portion of the proposed budget. A number of staff including recently approved positions for an in-house general counsel, DBE compliance, and inventory control has been approved by the SCRRA board over the past year. The long-term financial impact of these additions has yet to be realized. Agenda Item 9 251 In addition, the SCRRA budget assumes a 4% performance based merit increase for Metrolink employees. The staff for the member agencies has experienced layoffs and/or no merit increases over the past several years. This makes it difficult to support a SCRRA budget with a 4% pool being available to Metrolink employees without having made the same for member agencies staff. During the presentation to the Committee, members expressed concerns over this particular issue and directed staff to include this item for additional consideration by the Commission. Approving the $7,149,700 operations subsidy with the provision that Metrolink come back for Commission approval of additional requests will assist the Commission in having all of the financial information necessary when making a funding decision. Capital Contribution The Commission's new capital and capital renovation obligation for FY 201 1 /12 is projected at $1,255,536. This will be funded using FTA Section 5307 grant funds used for various projects including rehabilitation and renovation of rolling stock and track projects, ticket vending machine parts replacements, and maintenance of way technology improvements. As in past years, these federal funds will be claimed and received directly by SCRRA and will not pass -through the Commission's accounting records. Summary Financial Subsidy Impact to Commission The proposed Commission operating subsidy is $7,149,700, which represents 4% of the $179,675,700 Metrolink operating budget and will be funded with LTF funds. The operating subsidy is included in the proposed FY 201 1 /12 budget that will be presented to the Commission in June 2011 for approval. The total capital rehabilitation project subsidy of $1,255,536 represents 6.9% of the $17,953,994 capital rehabilitation budget and will be funded with FTA Section 5307 funds that will not pass -through the Commission. Systemwide In FY 201 1 /12, Metrolink will celebrate its 19"' year providing Metrolink commuter rail service in Southern California. Opening with three lines and 12 stations in October 1992, the SCRRA today operates over 512 route miles on seven lines, serving 55 stations in six counties. Average weekday ridership is projected to total over 44,000 one-way trips, which is a 9.6% increase over the latest February 2011 totals. This large increase in ridership is anticipated to come from new express train service on the San Bernardino and Antelope Valley Lines and Agenda Item 9 • 252 • • enhanced marketing. The resulting farebox revenue is projected at $78.2 million or 7.8% over the current year. Given such a large budgeted increase in ridership and fare revenues in this unstable economy, Commission staff is concerned that revenue may not keep up with expenses and thus require an additional Commission subsidy during the year. If this occurs, any additional funding requests will be brought to the Commission for approval. Fare revenues represent 45.57% of total operating expenses, while member agency contributions of $81.2 million for operations represent approximately 45.2% of total operating expenses. This results in revenue recovery in the budget of 54.7%, one of the higher revenue recovery ratios among commuter rail properties nationwide. In 2004, the Metrolink Board approved a 10-year fare restructuring program that began July 1, 2005, and changed the method for calculating fares to one based on the driving mileage between stations. The 10-year fare restructuring program included an underlying average annual fare increase of 3.5%. In order to retain ridership in this struggling economy, all fare increases were deferred and will not be implemented as part of the proposed budget. Financial Information In Fiscal Year Budget: N/A Year: FY 2011/12 Amount: $7,149,700 Source of Funds: Operations - LTF Budget Ad ustment: N/A GLA No.: 254199 86101 103 25 8610�1 Fiscal Procedures Approved: c$7,149,700 \��„ 4, Date: 04/18/11 Attachment: SCRRA FY 2011/12 Budget Operating Subsidy Allocation by County Agenda Item 9 253 SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY FISCAL YEAR 2011-12 BUDGET OPERATING SUBSIDY ALLOCATION BY COUNTY ($000s) Total FY 11-12 LACMTA Share OCTA Share RCTC Share SANBAG Share VCTC Share Expenses Train Operations & Services $112,188.7 $58,757.2 $25,104.8 $8,550.6 $14,621.0 $5,155.2 Maintenance -of -Way 26,536.0 14,819.2 5,874.0 748.9 3,434.5 1,659.4 Administration & Services 23,101.0 11,639.6 4,223.7 2,362.7 2,439.2 2,435.8 Insurance 17,850.0 9,405.0 3,936.1 1,327.3 2,514.8 666-7 Total Expenses Incl. MOW S179,675.7 $94,621.0 $39,138.6 $12,989.5 $23,009.5 $9,917.2 Revenues Gross Farebox 81,739.4 44,051.1 17,203.7 5,752.9 12,050.6 2,681.0 Dispatching 2,935.3 1,522.6 938.2 15.8 735 385.2 Other Operating 872.0 506.6 167.5 71.0 93.6 33.2 1 Maintenance -of -Way 12,977.7 8,483.0 2,615.6 0.1 1,224.3 654.7 Total Revenues S98,524.4 S54,563.4 S20,925.1 $5,839.8 $13,442.0 S3,754.1 Total County Allocation $81,151.3 $40,057.6 $18,213.5 $7,149.7. $9,567.5 $6,163.1 FY 2010-11 Budget 81,785.4 38,796.4 20,223 2 7,092.2 9,565.8 6,107.8 Increase/(Decrease) (634.1) 1,261.2 (2,009..8) 57.5 1.6 55.3 Percentage Change (0.78%) 3.25% (9.94%) 0.81% 0.02% 0.91% INCREASE/(DECREASE) FR Total Variance LACMTA Share OCTA Share RCTC Share SANBAG Share VCTC Share Expenses Train Operations & Services $4,924.7 $4,972.7 ($992.9) ($6.9) $903.5 $48.2 Maintenance -of -Way (1,185.8) (909.3) (195.1) 63.5 (67.2) (77.8) Administration & Services 3,941.4 1,979.2 737.4 407.7 402.5 414.6 insurance (1,335.0) (436.9) (518.9) (139.5) (148.7) (90.9) Total Expenses Incl. MOW $6,345.3 $5,605.6 ($969.4) $324.9 $1,090.1 $294.2 Revenues Gross Farehox 5,738.4 3,294 4 719.7 322.8 1,067.3 334.2 Dispatching (56.9) ) 8.7 g (14-) (15.4) (37.7) 2.4 Other Operating (580.7) (371.5) (101.5) (40.1) (49.5) (18.2) Maintenance -of -Way 1,878.7 1,412.9 436.9 0.0 108.3 (79.5) Total Revenues $6,979.5 $4,344.4 S1,040.3 $267.4 S1,088.5 $238.9 Total County Allocation (S634.1) $1,261.2 ($2,009.8) $57.5 $1.6 $55.3 NEW SERVICE ADDED IN FY New Service Total FY 11-12 LACMTA Share OCTA Share RCTC Share SANBAG Share VCTC Share Expense SB Express 1,897.5 1,343.6 - - 553.8 AV Express 939.8 939.8 Total Expense 2,837.3 2,283.5 - - 553.8 Revenue SB Express 1,873.6 1,274.7 - - 598.9 AV Express 8503 850.3 Total Revenue 2,723.8 2,125.0 - _ 598,9 _ New Service Subsidy 113.5 158.5 - _ (45,1) _ 254 17 Nem No AXaclimpM v 2 - FINAL Mac SUT 9/1/2011 059 PNI System Ridership Average Weekday System Ridership Umded growth even rah higher 9se prices. likely due to high r'ummployment Riverside Line Ridership Riverside Line Average Weekday Ridership Fv COM aulo BY j Y PW EW j Q. 1 IEOC Line Ridership 0144.4ia ) Ridership Sensitivity Price of Gasoline 10%Increase 11D%tnotease ` Result-;t 1 2%Increase Inpealo From Jan. 2010 Metrolink elasticity study using 2000-2009 data. ii p'[ 91 Line Ridership 91 Line Average Weekday Ridership 2011 Operating Budget • Avg. Daily Ridership 44,000 (+8% From Mar) • No Planned Fare Increase • Fare Policy Change (New 7 Day Pass, no 10-Trips) • Operating Budget $179.7 million (up 4%) • Fare Revenue Budgeted Increase: $5.7 million • Fare Revenues = 45.5% of Operating Costs • Member Agencies' subsidy = 45.2% of total costs 2 Metrolink Update • Continuing Agency Reorganization —Contracted staff transition to in-house staff • Safety Focus • Positive Train Control • New Rail Cars • Express Trains (San Bernardino Si Antelope Valley) Late Night & Baseball Trains RCTC Impact h 'r i" Iasi'-1 ll I' 11M' ' to tllYlll ll� • Metrolink operating and capital budgets total $227 million ($179.7 million operating+ $47.3 million capital) • RCTC operating subsidy of $7.15 million is 4% share, same as prior year • Additional funding needs will come back to the Commission • RCTC rehabilitation capital subsidy of $1.2 million is 4.9% share • Total RCTC subsidy allocation is $8.35 million ($7.15 million of LTF + $1.2 million of Federal funds) • Unique to Riverside, RCTCsubsidizes the 5 Riverside County Stations at approximately$2.5 million a year Budget Highlights A 47% increase in fuel costs resulting in a budget increase of$7.2 million Decrease in equipment maintenance to budget of 18.6% or$5.1 million Increase salaryand fringe benefits of $1.67million or 17%, along with a 4% performance based merit increase Increased indirect administrative expensespf $1.8 million or 23.95% Concerns with recent financial audit findings and challenges in reporting and the financial information system Questions? dl'Ilitl'. 3