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02 February 13, 2013 Commission• • • TIME/DATE: LOCATION: Riverside County Transportation Commission MEETING AGENDA 9:30a.m. I Wednesday, February 13, 2013 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside ltJia COMMISSIONERS ...r. Chair -Karen Spiegel Vice Chair -Marion Ashley Second Vice Chair -Daryl Busch Kevin Jeffries, 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 I Deborah Franklin, City of Banning Roger Berg I Jeff Fox, City of Beaumont Joseph DeConinck I To Be Appointed, City of Blythe Ella Zanowic I Jeff Hewitt, City of Calimesa Mary Craton I Randy Bonner, City of Canyon Lake Greg Pettis I Kathleen DeRosa, City of Cathedral City Steven Hernandez I Eduardo Garcia, City of Coachella Karen Spiegel I Eugene Montanez, City of Corona Scott Matas I Yvonne Parks, City of Desert Hot Springs Adam Rush I Ike Bootsma, City of Eastvale Larry Smith I Robert Youssef, City of Hemet Douglas Hanson I Ty Peabody, City of Indian Wells Glenn Miller I Michael Wilson, City of Indio Frank Johnston I Micheal Goodland, City of Jurupa Valley Terry Henderson I Don Adolph, City of La Quinta Bob Magee I To Be Appointed, City of Lake Elsinore Scott Mann I Wallace Edgerton, City of Menifee Tom Owings I Marcelo Co, City of Moreno Valley Rick Gibbs I Kelly Bennett, City of Murrieta Berwin Hanna I Kathy Azevedo, City of Norco Jan Harnik I To Be Appointed, City of Palm Desert Ginny Foat I Steve Pougnet, City of Palm Springs Daryl Busch I AI Landers, City of Perris Ted Weill I Scott Hines, City of Rancho Mirage Steve Adams I Andy Melendrez, City of Riverside Andrew Kotyuk I Scott Miller, City of San Jacinto Ron Roberts I Jeff Comerchero, City of Temecula Ben Benoit I Timothy Walker, City of Wildomar Basem Muallem, Governor's Appointee RECORDS Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. Tara Byerly From: Sent: To: Cc: Subject: Attachments: Importance: Tara Byerly Wednesday, February 06, 2013 4:16 PM Tara Byerly Jennifer Harmon RCTC February Commission Agenda -February 13, 2013 Conflict of Interest Form. pdf; Conflict of Interest Memo. pdf High Good afternoon Commissioners: The February Commission Agenda for the meeting scheduled for Wednesday, February 1 3 @ 9:30 a.m. is available. Please copy this link: http://www.rctc.org/uploads/media items/february-13-2013.original.pdf In addition for your review is the attached conflict of interest memo and the form. Please let me know if you have any questions. 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: To: Wednesday, February 06, 2013 4:26 PM Tara Byerly Subject: RCTC February Commission Agenda-February 13, 2013 Importance: High Good Afternoon Commission Alternates: The February Commission Agenda for the meeting scheduled for Wednesday, February 13 @ 9:30a.m. is available. Please copy this link: http://www. rctc.org/ uploads/media items/februa ry-13-2013 .origi na I. pdf Thank you. Respectfully, TaraS. Byerly Senior Administrative Assistant 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Riverside County Transportation Commission TO: Riverside County Transportation Commission FROM: Jennifer Harmon, Office and Board Services Manager DATE: February 6, 2013 SUBJECT: Possible Conflicts of Interest -Riverside County Transportation Commission Agenda of February 13, 2013 The February 13, 2013 agenda of the Riverside County Transportation Commission includes items that may raise possible conflicts of interest. A Commissioner may not participate in any discussion or action concerning a contract or amendment if a campaign contribution of more than $250 is received in the past 1 2 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. 7 A -Agreements for Trustee Services Consultant(s): The Bank of New York Mellon Trust Company, N.A. 400 S. Hope Street, Suite 400 Los Angeles, CA 90071 Jose Matamoros, Vice President Agenda Item No. 7E Agreement with TR Design Group for Architectural/Engineering Services for the Modification of Existing Buildings Required for the Construction of the State Route 91 Corridor Improvement Project TR Design Group 7179 Magnolia Avenue Riverside, CA 92504 Thomas Riggle, President • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION www. rete. org AGENDA* *Actions may be taken on any item listed on the agenda 9:30a.m. Wednesday, February 13, 2013 BOARDROOM 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 (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items . Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. Riverside County Transportation Commission Agenda February 1 3, 201 3 Page 2 APPROVAL OF MINUTES-JANUARY 9, 2013 6. ADDITIONS I REVISIONS -The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there . are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 7. CONSENT CALENDAR -All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 7 A. AGREEMENT FOR TRUSTEE SERVICES Page 1 Overview This item is for the Commission to: • 1) Award Agreement No. 13-31-063-00 to The Bank of New York • Mellon Trust Company, N.A. (BNY Mellon) for trustee services on the State Route 91 Corridor Improvement Project (SR-91 CIP) for a five-year period with additional option periods in five-year increments, in an amount of $12,000, plus a contingency amount of $1,000, for a total amount not to exceed $13,000 for the initial five-year term; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, including option years, on behalf of the Commission. 78. QUARTERLY SALES TAX ANALYSIS Page 21 Overview This item is for the Commission to receive and file the sales tax analysis for Quarter 3 (03) 2013. 7C. SINGLE SIGNATURE AUTHORITY REPORT Page29 Overview This item is for the Commission to .receive and file the Single Signature Authority report for the second quarter ended December 31, 2012. • • • • Riverside County Transportation Commission Agenda February 13, 2013 Page 3 7D. QUARTERLY INVESTMENT REPORT Page 31 Overview This item is for the Commission to receive and file the Quarterly . Investment Report for the quarter ended December 31, 2012. 7E. AGREEMENT WITH TR DESIGN GROUP FOR ARCHITECTURAL/ENGINEERING SERVICES FOR THE MODIFICATION OF EXISTING BUILDINGS REQUIRED FOR THE CONSTRUCTION OF THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT Page47 Overview This item is for the Commission to: 1) 2) 3) Approve Agreement No. 13-31-059-00 with TR Design Group (TR Design) for · architectural/engineering services for the modification of existing buildings required for the construction of the State Route 91 Corridor Improvement Project (SR-91 CIP) in an amount based on a negotiated cost to be presented at the Commission meeting; Authorize the Chair or the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as may be required for the work. 7F. AGREEMENT FOR THE OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY Page 98 Overview This item is for the Commission to: 1) 2) Approve Agreement No.· 13-45-075-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount of $1,606,567 in state funding for FY 2012/13; and Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Riverside County Transportation Commission Agenda February 13, 2013 Page 4 7G. FUNDING AGREEMENT WITH THE DEPARTMENT OF CALIFORNIA • HIGHWAY PATROL FOR FREEWAY SERVICE PATROL SUPERVISION Page 108 Overview This item is for the Commission to: 1) Approve Agreement No. 13-45-074-00 with the California Highway Patrol (CHP) to provide overtime supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County in an amount not to exceed $522,515; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8. MEASURE A WESTERN COUNTY HIGHWAY AGREEMENT WITH CITY OF MURRIETA FOR INTERSTATE 15/LOS ALAMOS ROAD BRIDGE Page 118 Overview This item is for the Commission to: 1) Approve Agreement No. 13-31-053-00 with the city of Murrieta for Measure A funding of $2.9 million for the Interstate 15/Los Alamos Bridge project; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 9. TRADE CORRIDOR IMPROVEMENT FUND PROJECTS-GRADE SEPARATIONS Page 143 Overview This item is for the Commission to: 1) 2) Reprogram a total of $13,408,334 in Proposition 1 B Trade Corridor Improvement Fund (TCIF) project savings to the following four grade separation projects: a) $5,065,324-Avenue 56/Airport Boulevard; b) $746,613 -Clay Street; c) $3,996,397 -Magnolia Avenue/BNSF; d) $3,600,000-Riverside Avenue; • 3) Revise the funding distribution between federal Surface Transportation Program (STP) and Congestion Mitigation and Air Quality (CMAQ) funds; • Remove $2,626,968 in CMAQ funds and replace the same amount with 4) STP funds for the Iowa A venue grade separation project; and Program $4,349,603 in STP funds to the county of Riverside (County) for the Magnolia Avenue/BNSF grade separation project. • • • Riverside County Transportation Commission Agenda February 13, 2013 Page 5 10. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 11 . COMMISSIONERS I 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. 12. CLOSED SESSION 13. 12A. CONFERENCE WITH LEGAL COUNSEL-EXISTING LITIGATION Pursuant to Government Code Section 54956.9(a) Case Number(s): RIC 1113896 ADJOURNMENT The next Commission meeting and is scheduled to be held at 9:30 a.m., Wednesday, March 13, 2013, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside . RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSION WORKSHOP SIGN-IN SHEET FEBRUARY 13, 2013 /1 NAME AGENCY E MAIL ADDRESS ._..... .:::: L-L /\ ZA ,..<./ 0/A.J / c.-' RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL FEBRUARY 13, 2013 County of Riverside, District I County of Riverside, District II County of Riverside, District Ill County of Riverside, District IV County of Riverside, District V City of Banning City of Beaumont City of Blythe City of Calimesa City of Canyon Lake City of Cathedral City City of Coachella City of Corona City of Desert Hot Springs City of Eastvale City of Hemet City of Indian Wells City of Indio City of Jurupa Valley City of La Quinta City of Lake Elsinore City of Menifee City of Moreno Valley City of Murrieta City of Norco City of Palm Desert City of Palm Springs City of Perris City of Rancho Mirage City of Riverside City of San Jacinto City of Temecula City of Wildomar Governor's Appointee, Caltrans District 8 Absent ~ ~ D ID D D D £tC.AA;, ul er ~ 4 s Q,""' J!f D D D D D D D D D D D )ill" D D D ·o D D ~ D Ll D Gateway to NATIONAL PROSPERITY SAVE THE DATE May2 3 JW Marriott Desert Springs Resort & Spa 74855 Country Club Drive Palm Dese rt, CA 92260 Register o www.scag.ca.gov I ga2013 HIGHLIGHTS 2012 REGIONAL CONFERENCE & GENERAL ASSEMBLY 2o13 Regional Conference & General Assembly Gateway to NATIONAL PROSPERITY Mark your calendars! We look forward to having you join us at our 2013 Regional Conference and General Assembly . This year's conference-"Gateway to National Prosperity"-will focus on job growth, the economy and working together to build a sustainable region . Additionally, the 2013 Regional Conference & General Assembly presents meaningful regional coordination and networking opportunities to all participants . HOTEL Special hotel room rate of $115.00 plus tax is available until Friday, April12, 2013. REGISTER NOWI Visit www.scag .ca .gov/ ga2013 for registration information and conference updates . SPONSORSHIP OPPORTUNITIES SCAG's Regional Conference and General Assembly sponsorships provide an unparalleled opportunity to promote your commitment to the region and network with elected officials, decision makers, community leaders and business stakeholders throughout Southern California . Sponsorships sell quickly; contact Jeff Li u at (213) 236-1998, or by e-mail at IIUJ@sc .g. to secure your sponsorship today . SOUTHERN CALIFORNIA ASSOCIATION of GOVERNMENTS 818 West 7t h Street, 12 '' Floor Los Angeles , CA 90017 Te l: (213) 236-1800 • Fax : (213) 236-1963 www .scag .ca .gov leas r <VC e 2<.19 updat<'<U013 02.06 i. • • AGENDA ITEM 5 MINUTES .· ,· ,<'. • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION MINUTES Wednesday, January 9, 2013 1 . CALL TO ORDER The Riverside County Transportation Commission was called to order by Chair Karen Spiegel at 9:32 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 Kevin Jeffries led the Commission 1n a flag salute. 3. ROLL CALL 4. Commissioners/ Alternates Present Steve Adams Marion Ashley Roger Berg Ben Benoit John J. Benoit Bob Botts Daryl Busch Mary Craton Joseph DeConinck Rick Gibbs Berwin Hanna Douglas Hanson Jan Harnik Terry Henderson Steven Hernandez Kevin Jeffries PUBLIC COMMENTS Frank Johnston Andrew Kotyuk Bob Magee Scott Mann Scott Matas Glenn Miller Basem Muallem Tom Owings Adam Rush Karen Spiegel Jeff Stone John F. Tavaglione Sam Toles Ted Weill Ella Zanowic Commissioners Absent Ginny Foat Ron Roberts larry Smith Chair Spiegel introduced and welcomed new Commissioners Kevin Jeffries, Scott Mann, Tom Owings, and Ted Weill. Riverside County Transportation Commission Minutes January 9, 2013 Page 2 At this time, Chair Spiegel presented Past Chair John Benoit with a plaque to commemorate his tenure as Chair for 2012. Anne Mayer, Executive Director, recognized and congratulated Ruby Arellano, Administrative Assistant, for earning her Bachelor of Science Degree in International Business with a minor in Finance. 5. APPROVAL OF MINUTES-DECEMBER 12, 2012 M/S/C (Ashley/G. Miller) to approve the minutes as submitted. Abstain: Jeffries, Mann, Owings, and Toles 6. ADDITIONS I REVISIONS There were no additions/revisions to the agenda. 7. CONSENT CALENDAR • Commissioner Adam Rush requested Agenda Item 7B, HLos Angeles -San • Diego -San Luis Obispo Rail Corridor Agency Update and Revised Joint Exercise of Powers AgreementH, be pulled for further discussion. Commissioner Douglas Hanson requested Agenda Item 7 A, uList of Pre-Qualified Firms and Agreements for On-Call Right of Way Environmental Services';, and Agenda Item 7C, HRiverside Transit Agency's Fiscal Year 2012/13 Short Range Transit Plan Amendments", be pulled for further discussion. M/S/C (Gibbs/Rush) to approve the Consent Calendar items. 7D. FISCAL YEAR 2009110 APPROPRIATIONS -ALAMEDA CORRIDOR EAST -RIVERSIDE AVENUE GRADE SEPARATION PROJECT Reallocate $674,500 in federal funds to the city of Riverside (Riverside) in support of the Riverside Avenue grade separation project. At this time, Commissioner J. Benoit stepped out of the meeting. • • • • Riverside County Transportation Commission Minutes January 9, 2013 Page 3 8. FISCAl YEAR 2012/13 MID-YEAR REVENUE PROJECTIONS Theresia Trevino, Chief Financial Officer, presented Agenda Items 8 and 9 concurrently, and discussed the following areas: • Annual revenue projections for FY 201 2!13 mid..:year revision and FY 2013/14 budget development; • Revenue forecast highlights for employment, housing, and sales tax; • Measure A trends; • Activity by economic category and segments; • Historical sales tax by segment; • Measure A tax revenues; • Local Transportation Fund (L TF) sales tax revenues; • Differences with Measure A and L TF taxes; • Transportation Uniform Mitigation Fee (TUMF) revenues; and • Next steps. Theresia Trevino clarified the TUMF revenues have increased 18 percent for the four months ended October 31, compared to the same period last year . Commissioner Hanson expressed appreciation for Ms. Trevino's presentation and suggested there should be a segregated allocation for rail and transit as a result of a decision made to allocate funds for future rail projects in the Coachella Valley. Anne Mayer replied she was not aware the Coachella Valley Association of Governments (CVAG) made a formal decision to split the L TF funds. She explained when and if CV AG approves the split of the L TF funds between rail and transit, then a formal decision from CVAG will be forwarded to the Commission for approval. In response to Commissioner Hanson's request for clarification that CVAG makes the decision to split the L TF funds and the Commission will do the allocation as a result of CVAG's decision, Anne Mayer concurred. She discussed the distinction between the two geographical areas in the County. She stated since there is currently no rail in the Coachella Valley, all LTF funding is allocated to bus transit. Tom Kirk, CVAG's ExecutiVe Director, explained at CVAG's Transportation Committee meeting, staff was directed to explore the concept of allocating of LTF funds into a rail program. He stated this concept is still underway, and expects to report in the next 30-60 days as CV AG explores the legal and financial aspects of such a reallocation. Riverside County Transportation Commission Minutes January 9, 2013 Page 4 Commissioner Andrew Kotyuk expressed appreciation to Ms. Trevino for her presentation and stated there has been an increase in sales tax, but· not in other revenues. He discussed the importance of how the other revenues may change direction. Anne Mayer stated staff monitors revenues and trends on a monthly basis. She discussed the concerns with Measure A and L TF revenues and their predictability. She explained TUMF may take several more years to be able to predict those revenues. Commissioner Bob Magee referred to the SB 821 funds staff is recommending roll into the next call for projects. He stated he understood there was a procedure where the projects are ranked and if additional funds become available, the projects ranked below the original allocation were eligible for the new available funding. He asked why the Commission is not funding those projects instead of requiring these jurisdictions go through the process again. At Anne Mayer's request, Robert Yates, Multimodal Services Director, stated the next competitive cycle for the SB 821 program is April 2013. Theresia Trevino stated staff typically adds the additional revenues into the next cycle. Anne Mayer stated staff can evaluate the approved SB 821 projects from last year and for those projects just under the line, staff can check the status of those projects with the respective jurisdiction. Commissioner Magee expressed appreciation to Ms. Mayer for her comments, however, he expressed concern the projects that ranked just below the available funding would have to requalify only to possibly be ranked further down the list when that project should receive funding now. He requested staff report back to the Commission on this matter. Anne Mayer concurred. M/S/C (Kotyuk/Hanson) to: 1) 2) Approve the mid-year revenue projections for FY 2012/13; Approve the budget increase adjustments to Measure A revenues of $9 million and expenditures of $3,827,000, to reflect the revised Measure A projections; • • • • • • Riverside County Transportation Commission Minutes January 9, 2013 Page 5 3) 4) Approve the budget increase adjustments to local Transportation Fund (l TF) revenues and transfers in of $5,051,400, and expenditures and transfers out of $676,700 to reflect the revised l TF projections; and Approve the budget increase adjustments to Transportation Uniform Mitigation Fee (TUMF) revenues of $2.3 million to reflect the revised TUMF projections. 9. FISCAl YEAR 2013/14 REVENUE PROJECTIONS M/S/C (Kotyuk/Hanson) to: 1) Approve the projections of the local Transportation Fund (l TF) apportionment for the Western Riverside County, Coachella Valley, and Palo Verde Valley areas; 2) Approve the projections for Measure A; and 3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues. 10. COUNTY OF RIVERSIDE REQUEST FOR MEASURE A REGIONAl ARTERIAl FUNDS FOR STATE ROUTE 79 PHASE 2 WIDENING PROJECT Shirley Medina, Programming and Planning Manager, provided a brief overview for the county of Riverside request for Measure A Regional Arterial (MARA) funds for the SR-79 Phase 2 widening project. M/S/C (Henderson/Craton) to: 1) Approve programming $3 million of 2009 Measure A Regional Arterial (MARA) Western County funds for the State Route 79 Phase 2 widening project from Thompson Road to Scott Road; 2) Approve Agreement No. 13-72-076-00 with the county of Riverside to reflect $3 million of MARA funding participation for the construction phase of the SR-79 Phase 2 widening project; and 3) Authorize the Chair or Executive Director, pursu~nt to legal counsel review, to execute the agreement on behalf of the Commission. Anne Mayer expressed appreciation for the Commission's support of the funding allocation to the SR-79 Phase 2 widening project. She discussed the MARA program in Western Riverside County and the Commission's policy for accepting requests for construction purposes. Anne Mayer explained there has been no formal MARA program in Western Riverside County as there are Riverside County Transportation Commission Minutes January 9, 2013 Page 6 no revenues in that funding category to move projects forward. She stated the sales tax measure funds are increasing and with the healthy revenue projections, staff plans to do a call for projects on the Western County MARA and Moving Ahead for Progress in the 21st Century (MAP-21) federal funds. She discussed the prior Universal Call for Projects with the Transit program, the funding sources, and why the SB 821 program is separate. At this time, Commissioner J. Benoit rejoined the meeting. 11. ITEM(S) PULLED FROM CONSENT CALENDAR 7 A. LIST OF PRE-QUALIFIED FIRMS AND AGREEMENTS FOR ON-CALL RIGHT OF WAY ENVIRONMENTAL SERVICES Commissioner Hanson asked for the consultants' hourly or daily rate. Will Von Klug, Right of Way Manager, replied it varies from company to company. He explained the proposals were evaluated on the qualifications of the firm. He stated when task orders are assigned, staff receives valuation and costs from the individual firms and determines the most advantageous cost proposal for the Commission . Anne Mayer stated when on-call consultants are being used, the purpose is to make sure there is a bench so when these services are needed staff does not have to go out to procure a consultant on a specific item. For on-call contracts, the price evaluation occurs at the task order stage. Commissioner Hanson requested the average rates for an on-call right of way consultant. Mr. Von Klug stated a right of way project manager averages $200 an hour, and a senior right of way agent averages $125 per hour. M/S/C (Ashley/Henderson) to: 1) Award the following agreements to provide on-call right of way environmental services for a two-year term with one option year, in an amount not to exceed an aggregate value of $300,000; a) Agreement No. 13-31-037-00 with Ninyo & Moore Geotechnical Consultants (Ninyo & Moore); b) Agreement No. 13-31-068-00 with Leighton Consulting, Inc. (leighton); • • • • • • Riverside County Transportation Commission Minutes January 9, 2013 Page 7 c) d) Agreement No. 13-31-069-00 with Kleinfelder West, Inc. (Kieinfelder); and Agreement No. 13-31-070-00 with Tetra Tech, Inc. (Tetra Tech); 2) Authorize the Executive Director, or designee, to execute task orders awarded to contractors under the terms of the agreements; and 3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreements, including option years, on behalf of the Commission. Abstain: Jeffries 7B. lOS ANGELES -SAN DIEGO -SAN lUIS OBISPO RAil CORRIDOR AGENCY UPDATE AND REVISED JOINT EXERCISE OF POWERS AGREEMENT At Commissioner Rush's request, Sheldon Peterson, Rail Manager, discussed the dynamics of the state funding, funding sources, safeguards, and potential risks . Anne Mayer discussed the concerns of the LOSSAN member agencies to be settled with a financial burden for maintaining ·the ongoing transit service. In response to Commissioner Rush's question regarding costs, Sheldon Peterson replied the estimate is about $30 million in state funding to operate the Pacific Surf Liners. He discussed the differences between this system and the Metrolink system. In response to Chair Spiegel's questions about the amended joint JPA if all parties are participants, Sheldon Peterson provided the current status of the other partner agencies. M/S/C (Rush/Henderson) to: 1) 2) Receive an update on Senate Bill 1225 legislation and implementation effort; and Authorize the Chair, pursuant to legal counsel review, to execute the 2013 Amended Joint Exercise of Powers Agreement that allows the Commission to be included as voting member in the los Angeles -San Diego -San luis Obispo (lOSSAN) Rail Corridor Agency. Riverside County Transportation Commission Minutes January 9, 2013 Page 8 7C. RIVERSIDE TRANSIT AGENCY'S FISCAL YEAR 2012/13 SHORT RANGE TRANSIT PLAN AMENDMENTS Commissioner Hanson clarified this is primarily Riverside Transit Agency's (RTA) decision to reallocate funds and the Commission is confirming RTA's decision. He then asked where the Twin Cities Center is located. Robert Yates, Multimodal Services Director, concurred and stated the location will be determined as part of a feasibility study RT A is performing. Anne Mayer added the Twin Cities Transit Center will be located in the vicinity of Murrieta/Temecula. M/S/C (Hanson/Gibbs) to: 1) Approve modifications to Riverside Transit Agency's (RTA) FY 2012/13 Short Range Transit Plan (SRTP) and capital budget to: a) Redirect $4,560,975 of residual Transportation Uniform Mitigation Fee (TUMF) from the Riverside Transit Center to the Twin Cities Transit Center project; b) Redirect $1,329,592 of residual TUMF from the Corona Transit Center to the Twin Cities Transit Center project; c) Redirect $2,501,000 in previously programmed Federal Transit Administration (FTA) Section 5309 earmark funding from the Riverside Transit Center to the Alternative Transit Center project; d) Redirect $215,242 of previously programmed FTA Section 5307 TE funding from the Riverside Transit Center to the Alternative Transit Center project; e) Program $585,084 of Local Transportation Funds f) g) (L TF) as local match to the Alternative Transit Center project federal funding; Redirect $54,000 of residual previously programmed State Transit Assistance (STA) funding from the Riverside Transit Center to the Alternative Transit Center project; Redirect $2,736 in efficient energy grant funds from the Corona Transit Center to the Alternative Transit Center Project; • • • • • • Riverside County Transportation Commission Minutes January 9, 2013 Page 9 h) i) j) Program $2.4 million of FTA Section 5308 Clean Fuels Grant Funds toward the purchase of 40-foot compressed natural gas (CNG) heavy duty buses; Redirect $2.4 million in l TF from the purchase of the 40-foot heavy duty buses toward the Twin Cities Transit Center Project; Program $9,022,707 of Proposition 1 B Public Transportation Modernization, Improvement, and Service Enhancement Account (PTMISEA) funds toward the purchase of 40-foot heavy duty buses; k) Program $1,490,132 million of Proposition 1 B California Transit Security Grant Program-California Transit Assistance Fund (CTSGP-CT AF) funds for security improvements at various RT A facilities; and 2) Direct staff to work with the Southern California Association of Governments (SCAG) to execute an amendment to the Federal Transportation Improvement Plan (FTIP) to incorporate the changes for each transit center and the bus purchase . 12. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT 12A. Commissioner Hernandez briefed the Commission on an accident that occurred on the 86 Expressway. He stated the 86 Expressway is a goods movement corridor and believes the Commission needs to look at allocating funds to Avenue 50 and Avenue 52. 128. Commissioner Henderson expressed appreciation for the Executive Director's response received about the toll roads. 12C. Commissioner Craton announced: • Seventh Annual Compass Blueprint Recognition Award nominations are being accepted until Tuesday, February 1 9 at 2:00 p.m.; and • Fiscal Year 2013/14 Transportation Planning Grant Programs Workshop will be held January 31 at Southern California Association of Governments. 12D. Anne Mayer: • Reminded the Commissioners the Annual Commission Workshop will be held on January 31 and February 1, 2013 in La Quinta and to submit their 2013 Annual Workshop forms to Jennifer Harmon; Riverside County Transportation Commission Minutes January 9, 2013 Page 10 • • • Perris Valley Line bids were opened in December 2012, and six bids were received; Nominations are needed for the Citizens Advisory Committee; and Inland Empire 511 has a new page devoted to Veterans' transportation options. 12E. Chair Spiegel expressed appreciation for the appointment requests and asked any Commissioners interested in being appointed to an ad hoc committee being formed to address Legislative issues to contact her. She expressed appreciation to Commissioner Craton for serving on SCAG and providing regular reports. 13. ADJOURNMENT There being no further business for consideration by the Riverside County Transportation Commission, the meeting was adjourned at 10:45 a.m. The Commission will host its annual workshop scheduled for Thursday, January 31 -Friday, February 1 . The next Commission meeting is scheduled to be held at 9:00a.m., Friday, February 1, 2013, Embassy Suites, La Quinta, CA. Respectfully submitted, Jennifer Harmon Clerk of the Board • • • --/-''· ' • AGENDA ITEM 7 A • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Trustee Services STAFF RECOMMENDATION: This item is for the Commission to: 1 ) 2) Award Agreement No. 13-31-063-00 to The Bank of New York Mellon Trust Company, N.A: (BNY Mellon) for trustee services on the State Route 91 Corridor Improvement Project (SR-91 Cl P) for a five-year period with additional option periods in five-year increments, in an amount of $12,000, plus a contingency amount of $1,000, for a total amount not to exceed $13,000 for the initial five-year term; and Authorize the Chair or Executive Director, pursuant to l~gal counsel review, to execute the agreement, including option years, on behalf of the Commission. BACKGROUND INFORMATION: In connection with the issuance of indebtedness, the issuer of the debt appoints a trustee to carry out the administrative functions required under the bond documents. These administrative responsibilities include establishing the accounts and holding the funds related to the debt issue, authenticating the bonds, maintaining a list of holders of the bonds, paying principal and interest on the debt, and representing the interests of the bondholders in the event of default. U.S. Bank National Association (US Bank) is the trustee for the Commission's Measure A sales tax-supported debt, consisting of sales tax revenue bonds and commercial paper notes. As a result of the toll revenue-supported debt to be issued later this year in connection with the SR-91 CIP, the Commission will require the services of a trustee for the toll ·revenue bonds and Transportation Infrastructure Finance and Innovation Act loan. This trustee will also be responsible for establishing and holding the construction funds related to the proceeds of the sales tax revenue bonds also to be issued in connection with the Agenda Item 7 A 1 SR-91 CIP as well as Commission cash contributions. US Bank will continue to intercept the Measure A sales tax revenues from the State Board of Equalization • and service the Measure A sales tax-supported debt. Procurement Process A request for proposals (RFP) for trustee services for the SR-91 CIP was released by staff and sent to seven qualified firms on December 5, 2012. Staff responded to all questions submitted by potential proposers prior to the December 12, 2012 deadline date. Seven firms -BNY Mellon; Deutsche Bank Trust Company Americas (Deutsche Bank); Union Bank N.A.; US Bank; Wells Fargo Bank, N.A.; Wilmington Trust Company; and Zions First National Bank -submitted proposals prior to the January 3, 2013, submittal deadline. All seven firms submitted responsive and responsible proposals. Utilizing the evaluation criteria set forth in the RFP, the seven firms were evaluated and scored by an evaluation committee comprised of Commission staff and a representative from the Riverside County Office of the Treasurer-Tax Collector. Based on the evaluation committee's assessment of the written proposals and pursuant to the terms·of the RFP, the evaluation committee short listed and invited three firms to the interview phase of the evaluation and selection process. Interviews of the short listed firms, BNY Mellon, Deutsche Bank, and US Bank, • were conducted on January 16, 2013. Pursuant to the terms of the RFP, the evaluation committee recommends an agreement be awarded to BNY Mellon, as that firm earned the highest total evaluation scores under the evaluation criteria terms of the RFP. The recommended firm's fees were competitively established and considered fair and reasonable based upon adequate price competition under the above referenced procurement process. BNY Mellon offered the most advantageous combination of experience, relevant qualifications, and pricing. Staff is confident that the recommended firm will provide the Commission with quality service at the best possible price. Funding The trustee fees for BNY Mellon during the construction period will be funded with proceeds from the toll revenue bonds, and the fees following commencement of toll operations with toll revenues. Agenda Item 7 A 2 • • Financial Information In Fiscal Year Budget: J N/A I Year: I FY 2013/14 + Amount: I $13,000 s f F d I Toll revenue bond proceeds, toll Budget Adjustment: I N/A ource o un s: revenues GL/Project Accounting No.: 003028 65520 262 31 65520 Fiscal Procedures Approved: ~~ I Date: l 01/23/13 Attachment: Agreement No. 13-31-063-00 • • Agenda Item 7 A 3 • • • Agreement No. 13-31-063-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR TRUSTEE SERVICES WITH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co- mmission") and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. ("Consultant"), a New York 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 trustee services, and is familiar with the plans of Commission . 2.2, Commission desires to engage Consultant to render certain trustee services related to the toll revenue bonds (Bonds) and U.S. Department of Transportation's Transportation Infrastructure Finance and Innovation Act loan (Loan) financings in connection with the SR-91 Corridor Improvement 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 . 1 4 3.2 Term. The term of this Agreement shall commence upon the issuance of the Bonds and closing of the Loan for an initial five year period, unless • earlier terminated as provided herein. The Commission shall have the option, in its sole discretion, to extend the term of the Agreement for additional periods in five year increments until the maturities of the Bonds and Loan. 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 Scope of Services set forth in Exhibit "A" 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: 2 5 • • • • 3.7 Commission's Representative. Commission hereby designates L_INSERT NAME OR TITLE_j, 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 [__INSERT NAME OR TITLE_j, 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 Consultanfs 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 Gal/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 3 6 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: $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 {Reserved} 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 • 4 7 • • • 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 shalf be primary insurance as respects the Commission, its directors, officials, officers, employees and agents, or if excess, shalf 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 shalf 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 shalf be excess of the Consultant's insurance and shalf 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 8 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:VIIl, 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 "B" attached hereto. The total compensation shall not exceed L_INSERT WRITTEN DOLLAR AMOUNT __l ($L_INSERT NUMERICAL DOLLAR AMOUNT __l) 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. 6 9 • 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 maturities of the toll revenue-supported debt issued and related to 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 10 CONSULT ANT: Attn: ______ _ COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 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 8 1 1 • • • • • • 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. 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. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission in order to allow the 9 12 Commission to pursue legal remedies designed to limit any confidential information required to be disclosed or to assure the confidential treatment of the information • following disclosure. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 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 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 10 13 • • • • 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. 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 provi- sions 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 11 14 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 Reserved. 3.31 Reserved. 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. 3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written notice of the subpoena or court order to the Commission. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.35 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, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination. 3.36 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.37 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 12 15 • 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. • • 3.38 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.39 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. [SIGNATURES ON FOLLOWING PAGE] 13 16 SIGNATURE PAGE TO RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT FOR TRUSTEE SERVICES WITH THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY TRANSPORTATION COMMISSION CONSULTANT THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. By: ---------------------Anne Mayer Executive Director Approved as to Form: By: Best Best & Krieger LLP General Counsel 14 17 By: __________ _ Signature Name Title Attest: By: ________________ _ Its: Secretary • • • • • • Exhibit "A" Scope of Services 33 18 • • • Statement of Work The Commission requires the services of a qualified financial institution to provide trustee services in connection with the Commission's toll-revenue based financings for the Project described in Section 1.1. The indenture(s) for the bonds will include multiple accounts containing investments that must comply with the permitted investment language of the specific indenture as well as the Commission's Investment Policy. The proceeds of the toll revenue bonds will be maintained in investment accounts for, but not limited to, the Commission's construction funds, capitalized interest funds, principal and interest funds, debt service reserve, cost of issuance fund, and other necessary funds in accordance with the bond indenture(s) and TIFIA loan agreement. In addition, the proceeds of the Commission's sales tax revenue bonds for the Project and cash contributions to construction costs are expected to be deposited in the construction funds. The services requested will include the following: • • • • • • • • • • Perform complete trustee functions for one or more bond issues . Act as registrar, paying agent, and tender agent. Establish and maintain various funds as required by bond indenture(s) upon the issuance of toll revenue bonds. Manage all funds and accounts according to the provisions of the bond indenture(s) and in compliance with federal tax law. Process security trades per instructions received by authorized persons . Provide a short-term investment vehicle for uninvested balances in trust accounts . Monitor reserve funds to ensure that amounts required by the bond indentures are maintained. Provide online web access to account and investment information related to transactions, balances, market values, etc. Provide monthly activity statements and reports including the market value of all portfolio holdings. Provide detailed monthly reporting of all transactions in all funds or accounts identified tn the bond indenture(s) by account, to be received by the 5th day of the following month, and prepare such other reports as the Commission may request. • Provide detailed reports as required by the USDOT to support the TIFIA loan. • Pay or transfer funds to issuer or others as requested by the Commission for costs of issuance, project costs, and other expenses provided for in the bond indenture(s). • Attend Commission meetings, if and as requested. Other services may be required based on the executed bond indenture(s) and TIFIA loan agreement. End of Statement of Work 33 19 • • • Exhibit "B" Compensation L_INSERT_j 33 20 • AGENDA ITEM 78 • • ( •• • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Sales Tax Analysis STAFF RECOMMENDATION: This item is for the Commission to receive and file the sales tax analysis for Quarter 3 (Q3) 2013. BACKGROUND IN FORMAT/ON: At its December 2007 meeting, the Commission awarded an agreement to MuniServices, LLC (MuniServices) for quarterly sales tax reporting services plus additional fees contingent on additional sales tax revenue generated .from the transactions and use tax (sales tax) audit services. The services performed under this agreement pertain to only the Measure A sales tax revenues . Since the commencement of these services, MuniServices submitted an audit update, which reported findings that were generated and submitted to the State Board of Equalization (SBOE) for review and determination of errors in sales tax reporting related to 240 businesses. Through Q2 2012 for April through June 201 2 (Q2 201 2), the SBOE approved corrections for 1 68 of these accounts for a total sales tax revenue recovery of $2,391,886. Updated amounts through Q3 2012 will be provided once received from MuniServices. If the SBOE concurs with the error(s) for the remaining claims, the Commission will receive additional revenues; however, the magnitude of the value of the remaining findings was not available. It is important to note that while the recoveries of additional revenues will be tangible, it will not be sufficient to alter the overall trend of sales tax revenues. Additionally, MuniServices provided the Commission with the quarterly sales tax summary report for the third quarter of calendar year 2012 for Q3 2012. Most of the Q3 2012 Measure A sales tax revenues were received by the Commission in the fourth quarter of calendar 2012, during October through December 2012, due to a lag in the sales tax calendar. The summary section of the 03 201 2 report is attached and includes an overview of California sales tax receipts, local results, historical cash collections analysis, summary of the top 25 sales tax contributors, Agenda Item 7B 21 historical sales tax amounts, sales tax by business category, economic trends for • significant business category (auto sales-new), and results. The following observations were noted in the 03 2012 report: • Sales tax receipts for Riverside County were 12.5 percent higher compared to the 03 2011. This supports the previous quarterly reports' analyses that an economic recovery statewide and locally is occurring; however, the Commission should continue to be cautious as service stations are one of the top three economic segments throughout the state leading this recovery. A significant portion of this growth in this segment is attributable to the high fuel prices. • Taxable transactions for the top 25 tax contributors in Riverside County, which generated 24 percent of the taxable sales for the year ended 03 2012, were slightly higher than the year ended 03 2011. The top 100 tax contributors generated 37 percent of the taxable sales in 03 2012 and 03 2011. • Five of the six economic categories experienced increases in the 03 2012 benchmark year comparison to 03 2011. Construction had the largest increase at 19.5 percent, which was primarily related to increases in the building materials retail and wholesale economic segments. Some of these increases may be a result of user taxes from energy companies. The other top four economic categories had increases ranging from 6.1 percent to 14.8 percent. General Retail: Apparel Stores, Department Stores •. Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nurs~ry. and Misc. Retail Food Products: Restaurants, FoodMar~ets! Liquor Stores, a~d Food ProcessingEquipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales-New, Auto Sales-Used, Service Stations, and Misc. Vehicle Sales Busines.s to Business: Office Equip., Electronic Equip:, Business Services, Energy Sales~ Chemica~ Products, Heavy lndustry,Light Industry, and leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments • Nine of the top ten segments (department stores, restaurants, auto sales-new, miscellaneous retail, building materials-wholesale, apparel stores, food markets, light industry, and building material-retail) sales taxes reached a new high point during 03 2012. These nine segments represent 64 percent of the total sales tax receipts. The largest segment, service Agenda Item 78 22 • • • • • • stations that represents 1 2 percent, was slightly below the high point in 01 2012. The two largest gains were experienced in the building materials- wholesale and auto sales-new segments. The two large declines were in the miscellaneous other and food processing equipment segments, which represent 1 percent of the segments. Service stations, department stores, and restaurants continue to represent the three largest economic segments for Riverside County, or 34 percent of total sales taxes, which is comparable to the 02 2012 benchmark year. Auto sales -new represents the fourth largest economic segment at 9.8 percent of total sales taxes, which is also comparable to the 02 2012 benchmark year . During the review of the 03 2012 detailed report with MuniServices, information regarding sales tax comparisons by city and change by economic category from 03 2011 to 03 201 2 was provided. Newly incorporated cities such as Jurupa Valley will be listed when sufficient comparative information is available. Staff continues to monitor monthly sales tax receipts and other available economic data to determine the need for any adjustment to the revenue projections. Staff will utilize the forecast scenarios included with the complete report and recent trends in assessing such projections. Attachments: 1) Sales Tax Analysis 03 2012 2) Sales Tax Comparison by City for 03 2011 to 03 2012 Agenda Item 78 23 • • • Riverside County Transportation Commission Sales Tax Digest Summary Collections through December 2012 Sales through September 2012 (2012Q3) CALIFORNIA'S ECONOMIC OUTLOOK California sales tax receipts increased by 8.1% over the same quarter from the previous year, with Northern California reporting a 7.4% increase compared to 8.6% for Southern California. Receipts for the Riverside County Transportation Commission changed by 18.1% over the same periods. A statewide look at economic performance continues to indicate upward movement, but at a slightly slower pace. The boom in the sale of new vehicles continues, with sales up 35% over the prior year. Gasoline prices are actually predicted to rise through the summer, but to be lower than they are now by the end of 2013. The residential real estate market continues to show steady progress. The number of single family homes sold was up 2.3% from last year. The median price rose 15.5%, showing an increase for the seventh month in a row. The Unemployment Rate for November was 9.8%, down 1.5% from the previous year. The best job growth continues to be in Computer related industries and Scientific Research and Development. Holiday Retail Sales were weaker than expected and grew by only 0.7%, down from 2% a year ago. lOCAl RESULTS Net Cash Receipts Analysis local Collections Share of County Pool 0.0% Share of State Pool 0.0% SBE Net Collections less: Amount Due County 0.0% less: Cost of Administration Net 302012 Receipts Net 302011 Receipts Actual Percentage Change Business Activity Performance Analysis local Collections less: Payments for Prior Periods Preliminary 302012 Collections Projected 302012 late Payments Projected 302012 Final Results Actual 302011 Results Projected Percentage Change www.MuniServices.com (8dtf] 800-8181 $36,754,278 0 0 36,754,278 .00 (347,710) 36,406,568 30,820,537 18.1% $36,754,278 (2,193,236) 34,561,042 158,580 34,719,622 30,852,490 12.5% Pagel Riverside County Transportation Commission HISTORICAL CASH COllECTIONS ANAlYSIS BY QUARTER (in thousands of$) $40,000 $400 $35,000 $350 $300 ~ -;;_ $25,000 $250 ~ .. ·-.. .. ~ $200 c: ·-E ;_ $15,000 $150 "'0 < $10,000 $100 $5,000 $50 $0 $0 2Q2010 3Q2010 4Q2010 1Q2011 2Q2011 3Q2011 4Q2011 1Q2012 2Q2012 3Q2012 I L_ ________________ --· [ -Net Receipts ~ SBOE Admin Fees Due TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents sales from October 2011 to September 2012. The Top 25 Sales/Use Tax contributors generate 23.6% ofRCTC's total sales and use tax revenue. BEST BUY STORES CARMAX THE AUTO SUPERSTORE CHEVRON SERVICE STATIONS CIRCLE K FOOD STORES COSTCO WHOLESALE DEPT OF MOTOR VEHICLES DESERT SUNLIGHT EDISON MATERIAL SUPPLY GE PACKAGED POWER HOME DEPOT K MART STORES KOHL'S DEPARTMENT STORES LOWE'S HOME IMPROVEMENT www.MuniServices.com MACY'S DEPARTMENT STORE RALPH'S GROCERY COMPANY RITE AID DRUG STORES ROSS STORES SAM'S CLUB SHELL SERVICE STATIONS STATER BROS MARKETS TARGET STORES VERIZON WIRELESS VONS SERVICE STATIONS WAL MART STORES WALGREEN'S DRUG STORES Page2 • • • • • • Riverside County Transportation Commission HISTORICAl SAlES TAX AMOUNTS The following chart shows the sales tax level from sales through September 2012, the highs, and the lows for each segment over the last two years. $18,000 $16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 ANNUAL SALES TAX BY BUSINESS CATEGORY (in thousands of$) B3Q2012 +High • Low --------------------------------------------------------I (in thousands oC $) I 3Q2012 2Q2012 1Q2012 4Q2011 3Q2011 2Q2011 1Q2011 3Q2010 2Q2010 $0 $20,000 $40,000 $60,000 $80,000 $100,000 $120,000 $140,000 $160,000 [iiJ~---;;JR.e~il IIIII Fo.;dP._:_oduct~ o_'i;~=;~~si-~iliti_"c"~ma5:~~~t;:~-ct_i?,;;,:_~-:B.;i~iss -:r:~~ui_i~~s~--..-~~~~ .. ~~~i~ ____ j www.MuniServices.com {8~~ 800-8181 Page3 Riverside County Transportation Commission FIVE-YEAR ECONOMIC TREND: Auto Sales-New (in thousands of$) $5,000 .----------------------------------------, $4,500 $4,000 $3,500 $3,000 ' $2,500 $2,000 i $1,500 • $1,000 00 00 00 = = = = = = .... ...... ...... 0 0 0 .... .... ..... FINAL RESULTS: April-June 2012 Sales local Net Cash Collections less: Pool Amounts less: Prior Quarter Payments Add: Late Payments ~ ,.. ,.. = = = = = = ...... ...... ...... 0 0 0 ...... .... Local Net Economic Collections after Adjustments Percent Change from January-March 2011 Sales MUNISERVICES' ON-GOING AUDIT RESULTS This Quarter $174,055 Total to Date $2,476,391 www.MilniServices.com "' = = = = ..... .... .... :::: = ;; ;; ;; = = = = = = = = = ...... ...... ...... ...... ...... ...... .... .... ...... .... .... .... 0 S' 0 0 0 0 0 0 0 S' 0 0 ..... .... .... ..... .... .... ..... .... ...., ------------------------------------·---- $35,678,215 ($-347,710) ($2,197,841) $1,246,415 $35,074,500 UP BY 8.6% Page4 • • • 28 MuniServices, LLC • AGENDA ITEM 7C • • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: Marla Modell, Procurement Administrator Matt Wallace, Procurement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Single Signature Authority Report STAFF RECOMMENDATION: This item is for the Commission to receive and file the Single Signature Authority report for the second quarter ended December 31, 201 2. BACKGROUND INFORMATION: Certain contracts are executed under single signature authority as permitted in the Commission's Procurement Policy Manual adopted in July 2012, and as revised and approved in December 2012. The Executive Director is authorized to sign services contracts that are less than $1 00,000 individually and in an aggregate amount not to exceed $1 million in any given fiscal year. Additionally, in accordance with Public Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for supplies, equipment, materials, and construction of all facilities and works under $50,000 individually. The report details all contracts executed for the second quarter ended December 31, 201 2, under the single signature authority granted to the Executive Director. The unused capacity of single signature authority for services at December 31, 2012, is $625,528. Attachment: Single Signature Authority Report as of December 31, 2012 . Agenda item 7C 29 • • SINGLE SIGNATURE AUTHORITY AS OF December 31, 2012 CONSULTANT PROFESSIONAL SERVICES AMOUNT AVAILABLE July 1, 2012 Southstar Engineering & Consulting California Highway Patrol (CHP) Temecula Alvarado Smith Arellano Associates, LLC cai)lb(i~ $01\!tloiis, 'inc· . l<off &:A~~pcl•tea th'e:'ll~•n.cke .. <:ompa'hy• AMOUNT USED DESCRIPTION OF SERVICES ROW Management Support Services COZEEP for 1-215 (Part 2) Legal Representation DBEISBE Outreach Services •· ·•:; /folll?rograrri lmplement,;nlon Services , C(.t&slflca!lon; b:ompen~~!ion.& Benefit Study\, ... · · ···Am'endment No. 3 ror J;:eder(J Ad)io\tactS'e/Vfces AMOUNT REMAINING through December 31, 2012 PUC Section 130323(c) Supplies, Equipment, and Materials Contracts None PUC Section 130323(c) Construction Contracts None Marla Modell F>iepared by Theresia Trevino Reviewec(by Note'f.Shaded area'repr~ntsc,new conUifct~.Jisttld in the second, 9uarter, :;-c <~W~'\li~,J}i·;\:-, "\• '.(Jst::~,<<~> .,, • ·; ··,.,.::;<;~f4i• <:~:£\;~~\ 30 ORIGINAL CONTRACT AMOUNT $1,000,000.00 33,000.00 32,000.00 100,000.00 55,000.00 '1oo;ooo.oo '50,00Q.QO . ,. 4,471.79. 374,471.79 $625,528.21 PAID AMOUNT 25,960.00 0.00 73,713.81 6,510.10 11,380:00 •. 0.00 4,471.79' REMAINING CONTRACT AMOUNT 7,040.00 32,000.00 26,286.19 48,489.90 88,~20.00' ,SO,OQQ,OO 0.00 • J·\2013\02 February\7C.A1.MM RCTC 02 StngleStgn.Att1 • AGENDA ITEM 70 • • ~: . ' ·~ :·,·· .. '~~ ·· .... ,;,····· ':·''Ji.•:: ' ;· .· • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: Anne Hallberg, Accounting Supervisor Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Quarterly Investment Report STAFF RECOMMENDATION: This item is for the Commission to receive and file the Quarterly Investment Report for the quarter ended December 31, 2012. BACKGROUND /NFORMA TION: Attached are the quarterly investment and cash flow reports as required by Commission policy. The county of Riverside's Investment Report for the month ended December 31, 2012, is also attached for review . Attachments: 1) Quarterly Investment Report for the Quarter Ended December 31, 201 2 2) County of Riverside Investment Report for the Month Ended December 31 , 201 2 Agenda Item 7D 31 • • • Statement of Compliance Bond Projects 1.52% Operating Funds 82.46% Nature of Investments Portfolio_M_a_tu_r_it_Y __ o to 90 Days 100% Portfolio Investment Type LAIF 0.68%-----. All of the above investments and any investment decisions made for the quarter ended December 31, 2012 were in full compliance with the Commission's investment policy as adopted on June 7, 2012. The Commission has adequate cash flows for six months of operations. Signed by:~~ Chief Financial Officer 32 • Riverside County Transportation Commission Investment Portfolio Report Period Ended: December 31, 2012 OPERATING FUNDS City National Bank Deposits County Treasurer's Pooled Investment Fund Local Agency Investment Fund (LAIF) Subtotal Operating Funds FUNDS HELD IN TRUST County Treasurer's Pooled Investment Fund: Local Transportation Fund Subtotal Funds Held in Trust COMMISSION BOND PROJECT FUNDS/DEBT RESERVE US Bank Money Market Investment Agreements County of Riverside Pool investment First American Government Obligation Fund Subtotal Bond Project Funds/Debt Reserve . TOTAL All Cash and Investments Investment Transactions for the Quarter Ended December 31, 2012 Purchases: None Maturities: None Par Value at Maturity Maturity Date • Coupon Rate 33 • SUMMARIZED INVESTMENT TYPE Banks 9,542.220 County Pool 509,633,755 County p·aollnvestment LAIF 3,612,872 Mutual Funds: CNI Charter US Bank Money Market 10 First American Government Obligation Fund 9,339,334 Sub. Total Mutual Funds 9,339,344 Federal Agency securities Certificates of Deposit U.S. Treasury securities Corporate Note/Commercial Paper Investment Agreements TOTAL $ 532,128,191 2012 County of Riverside Decetnber Treasurer's Pooled Inz1estnzent Fund 11Kicking the Can Down the Road" Throughout the late hours of Decem- ber 31st and into the early morning of January 151, the U.S. Senate passed by a vote of 89 to 9, the bill designed from keeping the nation from falling off of the fiscal cliff. The bill then passed the House some 20 hours later by a 257 to 167 vote, and then was sent to the White House to be signed by the President. The bill averted the cliff at the abso- lute last moment. However, did it really avert the cliff or just kick the can down the road until February 2013? The debt ceiling limit, sequestration, and other spending cuts will be coming back soon to visit us like a bad case of acid reflux in the middle of the night. This bill means an increase in taxes for married couples earning more than $'150,000 and $'100,000 for single filers; the current top rate of 35% will rise to 39.6%. tlvidends and capital gains will also increase m 15% to 20% while estate taxes will also se to 40% from 35% on estates over $5 mil- lion. The bill also confronted a number of additional issues that compounded the fiscal cliff fiasco such as AMT relief, tax credits for tuition and green energy. Perhaps the most sweeping, affecting an estimated 160 million workers is the 2% Social Security payroll tax cut, which was eliminated. What was not dealt with in this leg- islation and is the 800-pound gorilla in the room is the debt ceiling. The U.S. Treasury Department claims that it can continue to pay outstanding debt obligations and its other commitments for only another two months, and then there will need to be an all-new debt ceiling battle beginning in February to allow the nation to continuing making payments on its enormous debt. This now brings us to se- questration, the harsh cuts to the federal budget scheduled to go into effect at the be- ginning of the year. At a time when the nation needs stability the most, our federal govern- ment has created Fiscal Cliff, Part II. Now that the New Year is here, we hope that our leaders in Washington D.C. can get back to the business of governing, leading, and providing certainty to the lives of hun- dreds of millions of Americans, and investors alike. We will continue to monitor these and other events closely and look forward to a successful resolution. Don Kent Treasurer-Tax Collector Capital Markets Team Treasurer-Tax Collector Don Kent Asst. Treasurer-Tax Collector Jon Christensen Investment Manager Giovane Pizano Asst. Investment Manager Angela Tressler Investment Objectives The primary objective of the treasurer shall be to safe- guard the principal of the funds under the treasurer's control, meet the li- quidity needs of the depositor, and achieve a return on the Jimds under his or her control. RIVERSIDE COUNTY TREASURER'S POOLED INVESTMENT FUND IS CURRENTLY RATED: Aaa-bf BY MOODY'S INVESTOR'S SERVICE AND AAA/Vl BY FITCH RAI'INGS The Treasurer's Pooled Investment Fund is comprised of the County, Schools, Special Districts, and other Discretionary Depositors. 34 Current Market Data Economic Indicators /4/2013 Non-Farm Payrolls M/M Counts the number of paid employees working change part-time or full-time in the nation's business and government esta blishrnents. Unemployment Measures the number of unemployed as a percentage of the labor force. 12/21/2012 Durable Goods Orders-Reflects the new orders placed with domestic .:0.5% MjM change manufacturers for immediate and future delivery of factory hard goods. 12/21/2012 Real Gross Domestic The broadest measure of aggregate economic Product-QJQ change activity and encompasses every sector of the economy. GDP is the country's most comprehensive economic scorecard. Mea5.~res consumer attitudes . con<I~ticms and expectations offutp.re --\'' c. ' > -·.· 2.8% Represents the dollar level of new orders for both 0.3% Stock Indices Dow 1o~g~ (DJIA) S&P 500 Index NASDAQ:· Commodities Nyme,("~mde · . $ Gold (USD/OZ) $ .. . . .. Price lndexis.a measure ;a,~erage price le~el of afi~ed,basket of · ~~~vices purchased by consumers. Value Change 13104.14 I c" 1,426.19 2)560.93 Value Change 89.51 $ 0.60 1,675.35 $ (39.45) RIVERSIDE COUNTY 1REASURER-TAX COLLECTOR 3.1 °/tl 2 TIMMI AAA Rated Prime Institutional Money-Market Funds if ~ 8it~:2tll~"~~ ~ ~ ~ ~~~ ~~ ~':: ~ "' '~'%<~ ~ ;: ~~~ =&y [ff1~ ~~ i ~~ ~· ~ f*:: " ~ ~ ¥:~t_,1 "~;{"t0~r,; M" ~" ~" "o0M''@t:\~" '\,t<>k, >LN. >tn~~,x~~~\~R w~ JJU" Fidelity Prhne Insti~~b~al MMF'' Federated Prime Obligations Fund Wells Fargo Adva#t~g~,Jier!t~g~ ,. Morgan Stanley Institutional Prime Liquidity Fund BlackRockPrimeC~~rr·Filnd 1.00% 0.80% 0.60% 0.40% 0.20% 0.00% POIXX 0.11% W.RJXX .:0.13 %, ; MPFXX 0.14% ;iB~lxx' · 1~.·. ·:.~.· .. 9%.~j,~; -, •/ ~-~-' .·' ·- 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 derived 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 to the left. -Pool Yield "·····''"TIMMI Dec-11 Feb-12 Apr-12 Jun-12 Aug-12 Oct-12 Dec-12 01/2013 /2013 03/2013 /2013 /2013 . /2013 07/2013 /2013 09/2013 lQ/2013 11/2013 841.00 851.75 1,3~91~0 821.9~ 663.29 1,199.59 .·~~~~~;g:rlt· ::;lJ:i1:t!.19 .. 868.06 913.40 , 6~~Z,~~·· .· :~·~ifl7~29".?'. 675.66 752.21 862.54 :~61/f~K 710.00 (564.52) (262~~5}?' (10.75) :,:~57.(},8 (536.30) :jl(~24.65)'¥ (45.34) ::; )·('4· 8'fl'b'7f,::'. . .;~,: ,,· :of/J', (76.55) ;::'f13.6,26) 152.54 10.75 ~P3.1z,:;'i', 45.34 48,67~~> 76.55 • ";:t"$:6.26)::;; ·.· 201.00 ·.· •. $57.6~". 10~;30 21.38 477.99 .. ·),~$4:15~' ••. 175.09 >·in:so 220.00 .~.~t~i95,o.g{i: 152.54 104.60 TOTALS 10,085.42 10,854.99 (769.57) 1,551.11 3,945.61 4A42.69 25.88% 65.83% 74.12% * All values reported in millions($) . • e Pooled Investment Fund cash flow requirements are based upon a 12 month historical cash flow model. Based pon projected cash receipts and maturing investments, there are sufficient funds to meet future cash flow disburse- ments over the next 12 months. RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 36 3 Asset Allocation MMKT 440,000.00 440,000.00 440,000.00 100.00% 0.04% .003 .003 ''' .. -~~ CAL TRUST FND 54,000.00 54,000.00 54,000.00 100.00% 0.32% .003 .003 DDA/PASSBK 400,000.00 400,000.00 400,000.00. 100.00% 0.08% .003 .003 LOCALAGCY 510.00 510.00 510.00 100.00% 0.89% 7.460 7.460 US TREAS BILLS 50,000.00 49,915.47 49,998.50 100.17% 0.19% .104 .104 US TREAS BONDS 655,000.00 655,276.36 655,303.75 100.00% 0.22% 1.015 1.015 100,000.00 99,828.54 99,973.00 100.14% 0.19% .329 .329 630,723.00 630,659.87 632,424.50: 100.28% 0.55% 1.444 1.913 50,000.00 49,921.13 49,968.75' 100.10% 0.18% .521-.521 804,337.00 804,628.92 805,967.71 i 100.17% 0.66% 1.220 2.976 190,000.00; 189,612.20 189,890.77 100.15% 0.20% .511 .511 ... 1,286,987.87 1,288,207.50 100.09% 0.34% .576 .680 ........• 210,000.00 209,656.19 209,977.15 100.15% 0.19% .177 .177 261,062.22: 261,373.99 100.12% 0.43% 1.421. 1.440 '""' w"' 102,203.39 102,329.66 100.12% 0.57% .610· 2.349 100.00% 0.42% • 1,000,000.00-++-+--+-- 500,000.00 SCHEDULED PAR% RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 37 4 Maturity Distribution MMKT 440,000.00 CAL TRUST FND 54,000.00 DDA/PASSBK 400,000.00 LOCALAGCY US TREAS BILLS 50,000.00 USTREAS 10,000.00 230,000.00 FHLMCDISC 100,000.00 FHLMCBONDS 111,100.00 FNMADISC 50,000.00 FNMABONDS 110,000.00 FHLB DISC 190,000.00 FHLBBONDS 63,105.00 134,400.00 840,085.00 FFCB DISC 200,000.00 10,000.00 FFCBBONDS 5,000.00 125,000.00 FARMER MAC 37,500.00 MUNIBONDS _ . 39,515.00 • YEAR IN MATURITY • RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 38 415,000.00 192,000.00 55,000.00 161,000.00 • 65,995.00 5,000.00 22,105.00 510.00 312,623.00 15,000.00. 366,590.00 272,747.00 78,050.00 10,000.00 55,000.00 28,718.00 2,000.00 -REPOS·S<h<!duledPar -MMKT ·Scheduled Par -CAlTRUST FND • Scheduled Par LOCALAGCY INVST FND ·Scheduled Par -DDA/PASSBK • Scheduled Par LOCAl AGCY OI!UG • Scheduled Par -us TREAS lUllS· Scheduled Par -US TREAS BONDS· Scheduled Par -FHI.MC DISC NOTES· Sch<!cluled Pat -f'Hit.tc BONDS· Scheduled Par -FNMA DlSC NOTES· Scheduled Par -FNMA BONDS-Scheduled Par Flllll DISC NOTES· S<heduled Par -FHl!l80t!DS ·Scheduled Pat -FFCB DISC NOTES· Scheduled Par -FFCB BONDS· Scheduled Par -FARMER MAC· Scheduled Pu -MUNI BONDS· Scheduled Par -COMM PAPER· Scheduled Par 5 Credit Quality Aa2 Aa3 NR AA+ AA 4,792,110.00 5,000.00 7,140.00 131,115.00 193,000.00 865,578.00 MOODY'S BOOK% gAM-110'1\> -Mt•Oo/o -AII3·3~ ·M·Oo/o lliJM2·2% -NR-14~ 4,791,964.43 4,999.35 7,140.00 131,227.55 192,927.92 "'VV 4,116,229.05 139,239.81 4,285.00 RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 39 4,797,527.05, 5,001.85 7,140.00 131,225.08 192,946.09 100.05% 100.00% 100.00% 100.01% S&P BOOK C¥o· -MA-~ I.\\I!I/!IAit.-·0% -M+··~ IIIIIIIM'l·~ -M-2% 0.14% 0.16% • • • 6 vlonth End Portfolio Holdings Matunty Maturity Par Book I\larket Market Unrealized Modified Years To CUSIP Desaiption Date Coupon To Mat Value Value Pnce Value Gain{Loss Duration Maturity EPOS EPO EPO ,(?;<., iMKT UBS TRI PARTY REPO U6S TRI PARTY REPO ALTRUSTFND 01/02/2013 01(03(2013 .090 .090 .090 .090 170,000,000.00 230,000,000.00 170,000,000 00 230,000,000.00 LTR CAL TRUST SHT TERM FUND 01/01(2013 .323 .323 54,000,000.00 54,000,000.00 (/i/!.!JffPF' ,,;&:,;:;;~'f• \I?: ':h~n ;!J:' . '! •• \* .34'!:/':1,,.~;£:A.!'M#P;'!iJO.I)!lif?Jf •· :~#P;Mk' ::ICAL AGCY INVST FND A.IF LAIF .... :le~~-1-t ~, -~" ~, ;·--<~<,Jed~'::·,,· DA/PASSBK 2828QZ6 U.S. TREASURY BOND 2828QK9 U.S. TREASURY BOND 2828QZ6 U.S. TREASURY BOND 2828QZ6 U.S. TREASURY BOND 2828QW3 U.S. TREASURY BOND 2828RK8 US. TREASURY BOND 2828RK8 U.S. TREASURY BOND 2828RK8 U.S. TREASURY BOND 2828S67 U.S. TREASURY BOND 2828S67 U.S. TREASURY BOND 2828RN2 U.S. TREASURY BOND 28285G6 U.S. TREASURY BOND 2828S87 U.S. TREASURY BOND 2828587 U.S. TREASURY BOND 2828SG6 U.S. TREASURY BOND 2828SG6 US. TREASURY BOND 2828RS1 U.S. TREASURY BOND 2828RN2 U.S. TREASURY BOND 2828RS1 U.S. TREASURY BOND 28285W1 U.S. TREASURY BOND 2828T AS U.S. TREASURY BOND 2. U.S. TREASURY BOND 2 U.S. TREASURY BOND 28 U.S. TREASURY BOND 282 U.S. TREASURY BOND 2828TA8 U.S. TREASURY BOND 2828567 U.S. TREASURY BOND 28285G6 U.S. TREASURY BOND 2828RW2 U.S. TREASURY BOND 2828RK8 ?[ -~XtY ~t>>ii~:, ~LMC DJSC NOTES 3397DU2 FHLMC DISC NOTE 3397GE5 ,,\s~:t;/ ·,, ... :-,_ ,~­ nMCBONDS 37EACL1 FHLMC 3Yr 34G15GO FHLMC 3.5YrNc6MoE 37EACR8 FHLMC 3Yr 37EACR8 FHLMC 3Yr 34G2CL4 FHLMC 3Yr 37EACL1 FHLMC 3Yr 34G2FT4 FHLMC 2.25Yr 34G2U42 FHLMC 2Yr 37EACZO FHLMC 2Yr 34G36F6 FHLMC 2Yr 34G3EB2 FHLMC 3.5YrNc2YrE 34G3EN6 FHLMC 3.5YrNc2YrE 34G2U42 FHLMC 1.5Yr 34G3GG9 FHLMC 3YrNc1Yr6 34G3GZ7 FHLMC 2YrNc1YrE 34G3HD5 FHLMC 2YrNc1Yr6 34G3HD5 FHLMC 2YrNc1YrB 34G3HD5 FHLMC 2YrNc1YrB 34G3HA1 FHLMC 3YrNc1YrB .34G3HA1 FHLMC 3YrNc1Yr6 34G3HA1 FHLMC3YrNc1YrB 34G3HA1 FHLMC 3YrNc1YrB 34G3MM9 FHLMC 2YrNc1YrE 34G3MM9 FHLMC 2YrNcJYrE 34G3LA6 FHLMC 2Yr 34G3LZ1 FHLMC 2YrNcl Yr6 34G3MY3 FHLMC 3.5YrNc2YrE 34. FHLMC 3.5YrNc2YrE 34 FHLMC 3YrNclYr6 34 FHLMC 3YrNc2YrE 34G · FHLMC 3YrNc2YrE 34G3NS5 FHLMC 2Yr 34G3QW3 FHLMC 3YrNc2YrE 34G3QW3 FHLMC 3YrNc2YrE 01/01/2013 05/31/2013 02/28/2013 05/31/2013 05/31/2013 07/31(2013 09/30/2013 09/30/2013 09/30/2013 01/31/2014 01/31/2014 10/31/2013 02/28/2014 01/31/2014 01/31/2014 02/28/2014 02/28/2014 11/30/2013 10/31/2013 ll/30/2013 05/31/2014 06/30/2014 02/28/2014 05/31/2014 12/31/2013 06/30/2014 06/30/2014 01/31/2014 02/28/2014 12/31/2013 09 30 2013 10/28/2013 03/03/2014 02/25/2014 02/25/2014 04/29/2014 10/28/2013 08/13/2013 10/15/2013 11/27/2013 12/23/2013 06/30/2015 06/30/2015 10/15/2013 01/09/2015 01/03/2014 01/24/2014 01/24/2014 01/24/2014 01/23/2015 01/23/2015 01/23/2015 01/23/2015 02/27/2014 02/27/2014 02/27/2014 02/21/2014 08/28/2015 08/28/2015 02j27j2015 02/24/2015 02/27/2015 03/21/2014 03/06/2015 03/06/2015 .355 .355 0.00 ·o.oo . .500 .181 1 0,000,000.00 .625 .176 10,000,000.00 .500 .243 15,000,000.00 .500 .249 15,000,000.00 .375 .251 25,000,000.00 .125 .196 20,000,000.00 .125 .1% 20,000,000.00 .125 .189 10,000,000.00 250 225 25,000,000.00 .250 .222 25,000,000.00 .250 .211 25,000,000.00 .250 .231 25,000,000.00 .250 .209 25,000,000.00 .250 .235 25,000,000.00 .250 .236 25,000,000.00 .250 .244 25,000,000.00 .250 .209 25,000,000.00 .250 .192 25,000,000.00 .250 .200 10,000,000.00 .250 .255 20,000,000 00 .250 .243 20,000,000.00 .250 .222 25,000,000.00 .250 .229 25,000,000.00 .125 .21 0 25,000,000.00 .250 .235 25,000,000.00 .250 .237 25,000,000.00 .250 .195 30,000,000.00 .250 .198 20,000,000.00 .125 .179 25,000,000.00 .125 .161 30,000,000.00 .875 1.250 1.375 1.375 1.350 .875 .875 .375 .375 .625 1.000 1.000 .375 .850 .500 .600 .600 .600 .875 .875 .875 .875 .400 .400 .375 .500 .650 .650 .550 .500 .550 .300 .625 .625 .937 1.250 1.375 1.465 1.160 .790 .611 .483 .580 .626 1.000 1.000 .400 .850 .500 .600 .600 .600 .875 .875 .875 .875 .400 .400 .394 .500 .650 .650 .567 .581 .594 .378 .625 .625 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 11,000,000.00 5,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 6,500,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 40 IVERISIDE COUNTY TREASURER-TAX COLLECTOR 0.00 400,000,000.00 10,042,187.50 10,047,265.63 15,044,531.25 15,043,359.38 25,033,200.00 19,983,593.75 19,983,593.75 9,992,578.13 25,008,789.06 25,009,765.63 25,010,742.19 25,006,835.95 25,013,671.88 25,004,882.81 25,004,882.81 25,001,953.13 25,010,742.19 25,013,671.88 10,005,078.13 19,998,437.50 20,002,343.75 25,008,78789 25,007,812.50 24,977,539.06 25,005,859.38 25,004,882.81 30,018,750.00 20,012,500.00 24,986,328.13 29,991,796.88 49,894,416.67 49,934,125.00 4,990,300.00 5,000,000.00 5,000,000.00 9,973,100.00 5,027,800.00 11,022,330.00 -5,028,775.00 14,%7,300.00 9,958,700.00 9,999,800.00 5,000,000.00 5,000,000.00 4,997,700.00 10,000,000.00 5,000,000 00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 6,500,000.00 5,000,000.00 5,000,000.00 9,996,000.00 5,000,000.00 5,000,000.00 5,000,000.00 4,997,500.00 4,988,000.00 4,993,500.00 9,984,000.00 5,000,000.00 5,000,000.00 100.00 100.00 • 100.00 170,000,000.00 230,000,000.00 100.00 54,000,000.00 .005 .005 .008 .008 .003 .003 0.00 .000 .003 400,000,000.00 100.00 49,998,500.00 83,034.72 100.16 IOO.D9 100.16 100.16 100.14 99.97 99.97 99.97 100.06 100.06 100.06 100.06 100.06 100.06 100.06 100.06 100.06 100.06 100.06 100.05 100.04 100.06 100.05 99.94 100.04 100.04 100.06 100.06 99.94 99.97 10,016,000.00 I 0,008,600.00 15,024,000.00 15,024,000.00 25,035,250.00 19,994,600.00 19,994,600.00 9,997,300.00 25,015,750.00 25,015,750.00 25,015,750.00 25,013,750.00 25,015,750.00 25,015,750.00 (26,187.50) (38,665.63) (20,531.25) (19,359.38) 2,050.00 11,006.25 11,006.25 4,721.87 6,960.94 5,984.37 5,007.81 6,914.05 2,078.12 10,867.19 8,867.19 11,796.87 4,007.81 2,078.12 821.87 10,962.50 5,456.25 4,962.11 3,937.50 6,960.94 3,890.62 99.98 49,991.500.00 97,083.33 99.96 49,981,500.00 47,375.00 100.57 101.05 101.34 101.34 101.49 100.57 100.38 100.15 100.18 100.40 100.59 100.71 100.15 100.DI 100.00 100.02 100.D2 100.02 100.03 100.03 100.03 100.03 100.05 100.05 100.20 100.04 100.53 100.53 100.07 100.16 100.37 100.16 100.47 100.47 5,028,550.00 5,052,250.00 5,067,200.00 10,134,400.00 5,074,350.00 11,062,810.00 5,018,850.00 15,022,950.00 1 0,017,600.00 10,040,400.00 5,029,700.00 5,035,250.00 5,007,650.00 10,001,200.00 5,000,050.00 5,001,150.00 5,00],150.00 5,001,150.00 5,001,600.00 5,001,600.00 5,001,600.00 6,502,080.00 5,002,300.00 5,002,300.00 10,019,900.00 5,002,150.00 5,026,300.00 5,026,300.00 5,003,450.00 5,008,000.00 5,018,250.00 10,015,800.00 5,023,350.00 5,023,350.00 38,250.00 52,250.00 67,200.00 161,300.00 46,550.00 40,480.00 (9,925.00) 55,650.00 58,900.00 40,600.00 29,700.00 35,250.00 9,950.00 1,200.00 50.00 1,150.00 1,150.00 1,150.00 1,600.00 1,600.00 1,600.00 2,080.00 2,300.00 2,300.00 23,900.00 2,150.00 26,300.00 26,300.00 5,950.00 20,000.00 24,750.00 31,800.00 23,350.00 23,350.00 .413 .161 .413 .413 .582 .749 .749 .749 1.080 1.080 .832 1.163 1.080 1.080 1.163 1.163 .915 .832 .915 1.413 1.4% 1.164 1.413 .999 1.4% 1.4% 1.080 1.164 .999 .749 .249 .407 .819 1.156 1.132 1.131 1.310 .820 .613 .786 .902 .973 2.463 2.463 .786 1.993 .999 1.056 1.056 1.056 2.031 2.031 2.031 2.031 1.150 1.150 1.150 JJ32 2.634 2.634 .2.136 2.129 2.136 1.218 2.158 2.158 .003 .414 .162 .414 .414 .581 .748 .748 .748 1.085 1.085 .833 1.162 1.085 1.085 1.162 1.162 .915 .833 .915 1.414 1.4% 1.162 1.414 1.000 1.4% 1.4% 1.085 1.162 1.000 .748 .249 .408 .825 1.170 1.153 1.153 1.326 .825 .616 .789 .907 .978 2.4% 2.4% .789 2.025 1.008 1.066 1.066 1.066 2.063 2.063 2063 2.063 1.159 1.159 1.159 1.142 2.658 2.658 2.159 2.151 2.159 1.219 2.178 2.178 vfonth End Portfolio Holdings Maturity Maturity Par Book Market Market Unrealized Modified Years To CUSIP Descnption Date Coupon To J\.fat Value Value Price Yalue GainfLoss Duration Matunty 34G3RP7 FHLMC 3YrNc2YrE 34G3SH4 FHLMC 5YrNc1YrB 34G3550 FHLMC 2.5YrNc1YrE 34G3QW3 FHLMC 3YrNc2YrE 34G3587 FHLMC 2Yr 34G2U42 FHLMC 19Mo 37EADD8 FHLMC 3Yr 37EADD8 FHLMC 3Yr 34G3587 FHLMC 2.16Yr 34G3)X9 FHLMC 3Yr 34G3TL4 FHLMC 3.5YrNc2YrB 34G3SB7 FHLMC 2Yr 34G35B7 FHLMC 2Yr 34G3SB7 FHLMC 2Yr 34G3SB7 FHLMC 2Yr 34G3UU2 FHLMC 3YrNc1YrE 34G3NSS FHLMC 2Yr 37EACX5 FHLMC 2Yr 37EACX5 FHLMC 2Yr 34G3LA6 FHLMC 2Yr 34G3ZA1 FHLMC 3.25Yr 34G3ZA1 FHLMC 3.25Yr 34G3ZA1 FHLMC 3.25Yr 34G3H78 FHLMC 2.25Yr 34G3L24 FHLMC 3YrNc1YrE 34G3)76 FHLMC 3Yr 34G3)76 FHLMC 3Yr 34G3)76 FHLMC 3Yr 34G3L24 FHLMC 3YrNc1YrE 34G3j76 FHLMC 3Yr 34G3)76 FHLMC 3Yr 34G3ZA1 FHLMC 3Yr 34G3ZA1 FHLMC 3Yr 34G3)76 FHLMC 3Yr 34G3H78 FHLMC 2Yr 34G3BF6 FHLMC 14 Mo 34G3H78 FHLMC 2Yr 34G3550 FHLMC 4Yr 34G3V23 FHLMC 3YrNc6MoE 34G3W71 FHLMC 2YrNc1YrE 34G3W71 FHLMC 2YrNc1YrE 34G3Y20 FHLMC 3YrNc1YrE 34G3Y20 FHLMC 3YrNc1YrE 34G3ZA1 FHLMC 3.25Yr 34G32E9 FHLMC 2Yr 34G3H78 FHLMC 2Yr 3589HP1 FNM A DISC NOTE FNMA 3YrNc6MoE 36FPEL7 FNMA 3YrNc6MoE 36FPEL7 FNMA 3YrNc6MoE 36FPEL7 FNMA 3YrNc6MoE 36FPEL7 FNMA 3YrNc6MoE 36FPEL7 FNMA 3YrNc6MoE 36FPEX1 FNMA 3.25YrNc6MoE 398A3R1 FNMA 3.5YrNc6MoE 398A4H2 FNMA 3YrNc6MoE 398A4H2 FNMA 3YrNc6MoE 398A4H2 FNMA 3YrNc6MoE 398A5Z1 FNMA 3YrNc6MoE 398A5Z1 FNMA 3YrNc6MoE 36FP6XO FNMA 5Yr 398A3K6 FNMA 4Yr 398A5W8 FNMA 3Yr 398AVZ2 FNMA 5Yr 398A5Z1 FNMA 3Yr 35GOBR3 FNMA 2.25Yr 35GOBR3 FNMA 2Yr 398A5W8 FNMA 3Yr 35GOCU5 FNMA 3YrNc2YrE 35GOCU5 FNMA 3YrNc2YrE 35GOGC1 FNMA 3YrNc2YrE 35GOGM9 FNMA 3YrNc2YrE 35GOGM9 FNMA 3YrNc2YrE 36FTZP7 FNMA 5YrNc1YrB 36FTB65 FNMA 5YrNc1YrB 36FTL23 FNMA 3YrNc1YrE 36FTW62 FNMA 5YrNc1YrB 36FT2DO FNMA 5YrNc1YrB 36FT2K4 FNMA 5YrNc1YrB 36FT2K4 FNMA 5YrNc1YrB 36FT2K4 FNMA 5YrNc1YrB 35GO)BO FNMA 3YrNc1YrB 35GOHG1 FNMA 3Yr 35GOBR3 FNMA 1.4Yr 35GOJ)3 FNMA 3YrNc1YrB 35GO)U8 FNMA 3YrNc1YrB 35GOKD4 FNMA 3YrNc1YrE 35GO)YO FNMA 3YrNc1YrE 03/12/2015 03/28/2017 09/22/2014 03/06/2015 04/28/2014 10/15/2013 04/17/2015 04/17/2015 04/28/2014 01/30/2015 09/28/2015 04/28/2014 04/28/2014 04/28/2014 04/28/2014 05/22/2015 iB/21/2014 10/30/2013 10/30/2013 02/27/2014 08/28/20)5 08/28/2015 08/28/2015 12/05/2014 09/25/2015 09/04/2015 09/04/2015 09/04/2015 09/25/2015 09/04/2015 09/04/2015 08/28/2015 08/28/2015 09/04/2015 12/05/2014 12/23/2013 12/05/2014 11/01/2016 11/20/2015 11/26/2014 11/26/2014 11/27/2015 11/27/2015 08/28/2015 12/iB/2014 12/05/2014 09/03/2013 09/09/2013 09/09/2013 09/09/2013 09/09/2013 09/09/2013 12/17/2013 03/21/2014 10/08/2013 10/08/2013 10/08/2013 11/19/2013 11/19/2013 02/04/2016 03/14/2014 12/18/2013 03/13/2014 11/19/2013 08/09/2013 08/09/2013 12/18/2013 09/12/2014 09/12/2014 12/05/2014 12/23/2014 12/23/2014 01/30/2017 01/30/2017 02/13/2015 03/08/2017 03/22/2017 03/20/2017 03/20/2017 03/20/2017 03/13/2015 03/16/2015 08/09/2013 03/26/2015 04/17/2015 04/24/2015 04/23/2015 .650 1.050 .540 .625 .375 .375 .500 .500 .375 .650 .900 .375 375 .375 .375 .600 .300 375 .375 .375 .500 .500 .500 .350 .500 .450 .450 .450 .500 .450 .450 .500 .500 .450 .350 .625 .350 .625 .530 .350 .350 .500 .500 .500 .320 .350 .650 1.050 .540 .628 .427 .32.1 .611 .700 .460 .662 .900 .509 440 .452 .437 600 .345 .318 .320 .3m .500 .506 .519 .350 .500 .428 .420 .420 .500 .424 .440 .430 .425 .425 .339 .233 .341 .647 .530 .350 .350 .500 .500 .417 .320 .320 1 0.000,000.00 5,000,000 00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 10,000,000 00 5,000,000.00 5,000,000 00 5,000,000. 00 10,000,000.00 5,000,000.00 5,000,000.00 12,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 25,000,000.00 5,000,000.00 5,250,000.00 10,000,000.00 5,000,000.00 10,100,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 .375 .197 .180 .180 .180 .. 1.050 1.050 1.050 1.050 1.050 1.050 l.125 1.350 J.J25 1.125 1.125 .800 .800 .343 1.250 .750 2.750 .800 .500 .500 .750 .625 .625 .850 .825 .825 1.000 1.000 .300 1.000 1.000 1.100 1.100 l.lOO .700 .375 .500 .700 .750 .750 .700 180 25,000,000.00 .180 25,000,000.00 1.058 1.050 1.050 1.050 1.084 1.050 1.141 1.350 1.125 l.125 l.125 .800 .800 .374 1.278 1.194 1.128 .870 .580 .600 .480 .625 .625 .850 .825 .825 1.000 1.000 .300 1.000 1.000 1.100 1.104 1.100 .700 .550 330 .725 .750 .750 .700 5,000,000.00 5,000,000.00 5,000,000 00 5,000,000.00 5,000,00000 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000 00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 4,740,000.00 5,425,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,600,000.00 5,000,000.00 4,400,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 41 IVERISIDE COUNTY TREASURER-TAX COLLECTOR 10,000,000.00 5,000,000.00 5,000,000 00 4,999,500.00 4,994,40000 5,004,183.00 9,966,500.00 9,939,900.00 4,991,050.00 4,998,250.00 5,000,000.00 9,972,500.00 4,993,250.00 4,992,015.05 11,984,880.00 5,000,000.00 9,992,000.00 10,007,600.00 10,007,200.00 10,011,600.00 15,000,000.00 14,997,150.00 14,991,300.00 10,000,000.00 10,000,000.00 10,006,520.00 10,008,800.00 15,013,200.00 10,000,000.00 15,011,481.90 25,007,250.00 5,010,265.00 5,261,412.50 10,007,260.00 5,001,182.30 10,146,965.00 10,001,900.00 9,991,200.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 24,%1,500.00 24,959,625.00 4,998,750.00 5,000,000.00 5,000,000.00 5,000,000.00 4,995,000.00 5,000,000.00 4,997,500.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 1 0,000,000.00 5,000,000.00 9,990,000.00 4,9%,000.00 4,941,950.00 10,454,500.00 4,991,250.00 9,983,000.00 9,979,200.00 1 0,063,305.58 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 4,740,000.00 5,425,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,600,000.00 4,999,000.00 4,400,000.00 5,000,000.00 4,973,800.00 5,011,850.00 4,9%,250.00 5,000,000.00 5,000,000.00 5,000,00000 100.51 100.24 100.10 100.47 100.20 100.15 100.41 100.41 100.20 100.44 100.84 100.20 100.20 100.20 100.20 100.15 100.16 100.15 100.15 100.20 100.33 100.33 100.33 100.09 100.14 100.19 100.19 100.19 100.14 100.19 100.19 100.33 100.33 100.19 100.09 100.40 100.09 100.04 100.12 99.99 99.99 100.13 100.13 100.33 100.04 10,050,500.00 5.012,100.00 5,004,750.00 5.023,350.00 5,009,900.00 5,007,650.00 10,040,900.00 1 0,040, 900.00 5,009,900.00 5,022,200.00 5,042,050.00 1 0,019,800.00 5,009,900.00 5,009,900.00 12,023,760.00 5,007,550.00 10,01 5,800.00 1 0,015,300.00 10,01 5,300.00 10,019,900.00 15,049,350.00 15,049,350.00 15,049,350.00 10,009,300.00 10,013,900.00 10,019,300.00 10,019,300.00 15,028,950.00 10,013,900.00 15,028,950.00 25,048,250.00 5,016,450.00 5,267,2n.50 10,019,300.00 5,004,650.00 10,140,804.00 1 0,009,300.00 10,004,100.00 5,006,100.00 4,999,700.00 4,999,700.00 5,006,300.00 99.94 24,985,000.00 99.94 24,983,750.00 ~~,~t~. t·,~~91tJ~~vr&>J~~';9fjB,;ztm.JJ!%g,~ 100.50 100.49 100.49 100.49 100.49 100.49 100.25 101.15 100.72 100.72 100.72 100.44 100.44 99.98 101.25 100.58 103.04 100.44 100.19 100.19 100.58 100.25 100.25 100.42 100.42 100.42 100.06 100.15 100.02 100.15 99.98 100.14 100.14 100.14 100.09 100.13 100.19 100.14 100.16 100.12 100.15 5,025,050.00 5,024,300.00 5,024,300.00 5,024,300.00 5,024,300.00 5,024,300.00 5,012,600.00 5,057,700.00 5,036,200.00 5,036,200.00 5,036,200.00 1 0,043, 900.00 5,021,950.00 9,997,700.00 5,062,400.00 5,028,800.00 1 0,3m,800.00 5,021,950.00 10,019,300.00 10,019,300.00 10,057,600.00 5,012,650.00 5,012,650.00 5,020,900.00 5,020,800.00 5,020,800.00 4,743,033.60 5,432,920.50 10,002.400.00 5,007,700.00 4,998,950.00 5,607,728.00 5,006,900.00 4,406,072.00 5,004,350.00 5,006,650.00 5,009,650.00 5,007,000.00 5,008,100.00 5,006,150.00 5,007,550.00 50,500.00 12,100.00 4,750.00 23,850.00 15,500.00 3,467.00 74,400.00 101,000.00 18,850.00 23,950.00 42,050.00 47,300.00 16,650.00 17,884.95 38,880.00 7,550.00 23,800.00 7,700.00 8,100.00 8,300.00 49,350.00 52,200.00 58,050.00 9,300.00 13,900.00 12,780.00 10,500.00. 15,750.00 13,900.00 17,468.10 41,000.00 6,185.00 5,860.00 12,040.00 3,467.70 (6,161.00) 7,400.00 12,900.00 6,100.00 (300.00) (300.00) 6~100.00 6,300.00 10,981.73 23,500.00 24,125.00 26,300.00 24,300.00 24,300.00 24,300.00 29,300.00 24,300.00 15,100.00 57,700.00 36,200.00 36,200.00 36,200.00 43,900.00 21,950.00 7,700.00 66,400.00 86,850.00 (150,700.00) 30,700.00 36,300.00 40,100.00 (5,705.58) 12,650.00 12,650.00 20,900.00 20,800.00 20,800.00 3,033.60 7,920.50 2,400.00 7,700.00 (1,050.00) 7,728.00 7,900.00 6,072.00 4,350.00 32,850.00 (2,200.00) 10,750.00 8,100.00 6,150.00 7,550.00 2.174 4.127 1.712 2.158 1.319 .787 2.275 2.274 1.319 2.058 2.6% 1.319 1.319 1.319 1.319 ·2.370 1.218 .831 .831 1.151 2.642 2.641 2.641 1.919 2.708 2.652 2.652 2.652 2.708 2.652 2.652 2.642 2.642 2.652 1.919 .975 1.919 3.778 2.859 1.894 1.894 2.880 2.880 2.569 1.916 2.195 4.241 1.726 2.178 • 2.293 1.323 2.082 2.742 1.323 1.323 1.323 1.323 2.389 1.219 .830 .830 1.159 2.658 2.658 2.658 1.929 2.734 2.677 2.677 2.677 2.734 2.677 2.677 2.658 2.658 2.677 1.929 .978 1.929 3.838 2.888 1.904 1.904 2.907 2.907 2.658 1.923 .497 .499 .541 .542 r=,;,~~'f,W:1i!'t,;,rtll!; .666 .683 .683 .683 .683 .683 .953 1.204 .762 .762 .762 .878 .878 3.072 1.186 .956 1.173 .878 .603 .603 .%0 1.683 1.683 1.907 1.957 1.957 3.972 3.972 2.106 4.077 4.116 4.100 4.100 4.100 2.175 2.193 .&m 2.211 2.267 2.287 2.286 .674 .690 .690 .690 .690 .690 .%2 1.219 .770 .770 .770 .885 .885 3.0% 1.200 .964 1.197 .885 .605 .605 .964 1.699 1.699 1.929 1.978 1.978 4.085 4.085 2.121 4.186 4.225 4.219 4.219 4.219 • 2.293 2.312 2.310 vlonth End Portfolio Holdings Maturity l\latunty Par Book Market Market UnreaJized Modtfted Years To CUSIP DesGiption Date Coupon fo Mat \ alue \ alue Price Value GainfLoss Duration Maturity 35GOKL6 FNMA 25YrN<1YrE 35GOK51 FNMA 2.75YrNr1YrB 35GOKM4 FNMA 3Yr 35GOLG6 FNMA 3YrNc1YrE 36GOMZ1 FNMA 5YrNc1YrB 3. FNMA3Yr 3 FNMA 5YrNc1 YrB 3 FNMA 5YrNc1YrB 35GOML4 FNMA 3YrNc6MoB 35GOMQ3 FNMA 2YrNc1YrB 36GORTO FNMA 5YrNc1YrB 36GORW3 FNMA 5YrNc2YrB 36GORP8 FNMA 5YrNc1YrB 36GORP8 FNMA 5YrNc1YrB 35GOML4 FNMA 3YrNc6MoB 35GOML4 FNMA 3YrNc6MoB 35GOML4 FNMA 3YrNc6MoB 35GOMP5 FNMA 3YrNc1YrE 36GOUC3 FNMA 4YrNc1YrB 36GOTZ4 FNMA 5YrNc1YrB 36GOVZ1 FNMA 5YrNc1YrB 3380863 FNMA 5YrNc3MoB 36GOUX7 FNMA 5YrNc1 YrB 36GOVA6 FNMA 5YrNc1 YrB 35GOLN1 FNMA 2Yr 35GOLN1 FNMA 3Yr 35GONQ2 FNMA 3YrNc6Mo 35GON)8 FNMA 4YrNc6MoB 36GOUC3 FNMA 4YrNc1 YrB 35GONV1 FNMA 3Yr 36GOYU9 FNMA5YrNc1YrB 36GOA27 FNMA 5YrNc1YrB 36GOA27 FNMA 5YrNc1YrB 36GOB59 FNMA 5YrNc1 YrB 36GOE64 FNMA 5YrNc1 YrB 36GOE64 FNMA 5YrNc1 YrB 36GOB59 FNMA 5YrNc1YrB 35GONV1 FNMA 3Yr 36GOW49 FNMA 5YrNc1YrB 35GOQB2 FNMA 3YrNc1YrE 35GONV1 FNMA 3Yr 35GORS4 FNMA 3YrNc2YrE 35GORY1 FNMA 3YrNc2YrE 35GORX3 FNMA3YrNc1YrE 35GORZ8 FNMA 3.5YrNc2YrE 35GOSBO FNMA 3Yr • FNMA 4YrNc1YrB FNMA 5YrNc6MoB FNMA 3YrNc1 YrE FNMA 5YrNc1YrB 35GOSBO FNMA 3Yr 35GOR54 FNMA 3YrNc1YrE 36Gl356 FNMA 5YrNc1 YrB 36G12F5 FNMA 5YrNc1YrB 36G12DO FNMA 5YrNc1 YrB 35GOSL8 FNMA 3YrNc1YrB 35GOST1 FNMA 3YrNc1YrB 35GOST1 FNMA 3YrNc1YrB 35GOST1 FNMA 3YrNc1 YrB 35GOST1 FNMA3YrNc1YrB 36C14Q9 FNMA5YrNc1YrB 35GOST1 FNMA 3YrNc1YrB 35GOSQ7 FNMA 2.5YrNc1YrB 35GOST1 FNMA 3YrNc1YrB 35GOST1 FNMA 3YrNc1YrB 35GOSTl FNMA 3YrNc1 YrB 35GOSBO FNMA 3Yr 36G16)3 FNMA 5YrNc1YrB 35GOSBO FNMA 3Yr 36G13S6 FNMA 5YrNc1YrB 36G17E3 FNMA 5YrNc1YrB 36G17 A1 FNMA 3YrNc1 YrB 36C1A66 FNMA 5YrNc1YrB 35GOST1 35GOSBO FHLB3Yr 3370TA6 FHLB 3Yr 3370T84 FHLB 3Yr 3371PM2 FHLB2.6Yr 3371UC8 FHLB3.2Yr 33a2 FHLB4Yr 33 FHLB5Yr 33 FHLB3Yr 33 FHLB 2.5Yr 3373CZ3 FHLB 3Yr 3373F98 FHLB 2.25Yr 3373537 FHLB 2.25Yr 10/30/2014 .500 .500 10,000,000.00 02/10/2015 .560 .560 5,000,000.00 05/27/2015 500 533 5,000,000.00 05/29/2015 .650 .660 5,000,00000 06/28/2017 .750 .750 5,000,00000 07/02/2015 .500 .540 10,000,00000 07/26/2017 .875 .875 5,000,000.00 07/10/2017 .850 .850 4,980,000 00 07/16/2015 .650 .650 5,000,000.00 01/26/2015 .500 500 20,000,000.00 07/26/2017 1.150 1.150 5,000,000.00 07/25/2017 .750 .750 10,000,000.00 07/26/2017 .875 .875 10,000,000.00 07/26/2017 .875 .875 5,000,000.00 07/16/2015 .650 .650 5,000,000.00 07/16/2015 .650 .650 5,000,000.00 07/16/2015 .650 .650 4,740,000.00 07/17/2015 .600 .600 5,000,000.00 08/16/2016 .500 .500 5,000,000.00 08/15/2017 .750 .750 5,000,000.00 08/14/2017 .625 .625 5,000,000.00 08/16/2017 .625 .625 4,850,000.00 08/16/2017 .750 .750 5,000,00000 08/14/2017 .625 .635 10,000,000.00 07/02/2015 .500 .420 10,000,000.00 07/02/2015 .500 .449 10,000,000.00 08/20/2015 .600 .600 5,000,000.00 02/22/2016 .600 .600 5,000,000.00 08/16/2016 .500 .500 5,000,000.00 09/28/2015 .500 .528 10,000,000.00 08/28/2017 .750 .750 10,000,000.00 09/20/2017 .750 .750 5,000,000.00 09/20/2017 .750 .750 10,000,000.00 09/20/2017 .700 .700 5,000,000.00 09/27/2017 .700 .700 5,000,000.00 09/27/2017 .700 .700 5,000,000.00 09/20/2017 .700 .700 5,000,000.00 09/28/2015 .500 .440 15,000,000.00 11/08/2017 .700 .700 10,000,000.00 10/22/2015 .500 .489 5,000,000.00 09/28/2015 .500 .471 5,000,000.00 ll/06/2015 .500 .500 10,000,000.00 11/25/2015 .480 .480 10,000,000.00 11/27/2015 .500 .500 5,000,000.00 05/26/2016 .550 .550 5,000,000.00 12/21/2015 .375 .451 15,000,000.00 11/07/2016 .400 .400 5,000,000.00 11/07/2017 .600 .600 5,250,000.00 11/27/2015 .500 .500 5,000,000.00 12/18/2017 .750 .750 10,000,000.00 12/21/2015 .375 .450 10,000,000.00 11/06/2015 .500 .500 5,000,000.00 12/13/2017 .800 .800 5,000,000.00 12/18/2017 .750 .750 8,752,000.00 12/13/2017 .650 .650 5,000,000.00 12/24/2015 .520 .520 5,000,000.00 12/24/2015 .450 .450 5,000,000.00 12/24/2015 .450 .450 10,000,000.00 12/24/2015 .450 .457 10,000,000.00 12/24/2015 .450 .450 10,000,000.00 12/26/2017 .750 .750 10,000,000.00 12/24/2015 .450 .450 5,000,000.00 06/24/2015 .400 .404 11,850,000.00 12/24/2015 .450 .450 5,000,000.00 12/24/2015 .450 .450 10,000,000.00 12/24/2015 .450 .450 10,000,000.00 12/21/2015 .375 .414 10,000,000.00 12/27/2017 .625 .625 5,000,000.00 12/21/2015 .375 .410 10,000,000.00 12/13/2017 .800 .800 5,000,000.00 12/26/2017 .650 .650 8,750,000.00 12/30/2015 .450 .450 10,000,000.00 12/26/2017 .700 .700 10,000,000.00 12/24/2015 .450 .450 10,000,000.00 12 21 2015 .375 .453 15,000,000.00 06/07/2013 .200 .200 50,000,000.00 06/18/2013 .200 .200 50,000,000.00 06/27/2013 .220 .220 50,000,000.00 09 12 2013 .190 .190 40,000,000.00 06/14/2013 08/28/2013 07/29/2013 06/26/2013 12/27/2013 02/04/2015 06/18/2015 03/14/2014 09/26/2013 05/27/2014 08/15/2013 08/28/2013 1.625 .875 .850 .500 .875 .253 .885 2375 1.000 1.500 1.000 .750 1.198 .851 .840 .590 .934 .253 .219 1.404 1.000 1.500 1.000 .671 15,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 7,500,000.00 5,000))00.00 42 IVERISIDE COUNTY TREASURER-TAX COLLECTOR 10,000,000.00 5,000,000.00 4,995,000.00 4,998,500.00 5,000,000.00 9,988,000.00 5,000,000.00 4,980,000.00 5,000,000.00 20,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5))00,000 00 4,740,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 4,850,000.00 5,000,000.00 9,995,000.00 10,023,000.00 10,014,700.00 5,000,000.00 5,000,000.00 5,000,000.00 9,991,400.00 10,000,000.00 5,000,000.00 1 0,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 15,027,150.00 10,000,000.00 5,001,562.50 5,004,150.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 14,%5,050.00 5,000,000.00 5,250,000.00 5,000,000.00 1 0,000,000.00 9,977,160.00 5,000,000.00 5,000,000.00 8,752,000.00 5,000))00.00 5,000,000.00 5,000,000.00 10,000,000.00 9,998,000.00 10,000,000.00 10,000,000.00 5,000,000.00 11,848,815.00 5,000,000.00 10,000,000.00 10,000,000.00 9,988.380.00 5,000,000.00 9,989.500.00 5,000,000.00 8,750,000.00 10,000,000.00 10,000,000.00 10,000,000.00 14,%5,200.00 15,185,100.00 5,003.500.00 5,001,442.61 9,976.500.00 9,982,000.00 15,000,000.00 5,091.325.00 5,140,200.00 5,000,000.00 5,000,000.00 7,500,000.00 5;008,850.00 100.07 100.11 100.36 10014 100.32 100.35 100.38 100.38 100.02 100.03 100.36 100.68 100.38 100.38 100.02 100.02 100.02 100.16 100.12 100.22 100.27 99.93 100.25 100.22 100.35 100.35 100.05 100.06 100.12 100.32 100.40 100.32 100.32 100.21 100.25 100.25 100.21 100.32 100.21 100.13 100.32 100.10 100.09 100.10 99.94 99.88 100.02 100.14 100.10 99.89 99.88 100.10 100.15 99.89 100.01 100.04 99.94 99.94 99.94 99.94 99.69 99.94 100.01 99.94 99.94 99.94 99.88 99.57 99.88 100.15 99.82 100.06 100.13 99.94 99.88 99.% 99.95 100.67 100.46 100.39 100.17 100.68 99.93 101.28 10260 100.60 101.77 100.51 100.37 10,007,000.00 7,000.00 1.821 5,005,450.00 5.450.00 2.091 5,018,150.00 23,150.00 2.387 5,006,750.00 8,250.00 2.387 5,015,750.00 15,750.00 4.408 10,034,800.00 46,800.00 2.477 5,019,200.00 19,200.00 4.453 4,999,023.60 19,023.60 4.412 5,000,750.00 750.00 2.509 20,006,000.00 6,000.00 2.052 5,018,150.00 18,150.00 4.417 10,067,900.00 67,900.00 4.467 10,038,400.00 38,400.00 4.453 5,019,200.00 19,200.00 4.453 5,000,750.00 750.00 2.509 5,000,750.00 750.00 2.509 4,740,711.00 711.00 2.509 5,007,950.00 7,950.00 2.515 5,006,000.00 6,000.00 3.581 5,011,050.00 11,050.00 4.522 5,013,400.00 13,400.00 4.536 4,846,411.00 (3.589.00) 4.541 5,012,550.00 12,550.00 4.525 10,021,900.00 26,900.00 4.536 10,034,800.00 11,800.00 2.479 10,034,800.00 20,100.00 2.479 5,002,700.00 2,700.00 2.606 5,003,000.00 3,000.00 3.101 5,006,000.00 6,000.00 3.581 10,031,500.00 40,100.00 2.716 10,040,100.00 40,100.00 4.566 5,016,100.00 16,100.00 4.619 10,032,200.00 32,200.00 4.619 5,010,350.00 10,350.00 4.626 5,012,250.00 12,250.00 4.645 5,012,250.00 12.250.00 4.645 5,010,350.00 10,350.00 4.626 15,047,250.00 20,100.00 2.717 10,021,300.00 21,300.00 4.758 5,006,350.00 4,787.50 2.783 5,015,750.00 11,600.00 2.717 10,010,200.00 10,200.00 2.822 10,009,000.00 9,000.00 2.875 5,004,950.00 4,950.00 2.880 4,997,200.00 (2,800.00) 3.365 14,981,400.00. 16.350.00 2.952 5,001,150.00 1,150.00 3.815 5,257,455.00 7.455.00 4.769 5,004,950.00 4,950.00 2.880 9,988,900.00 (11,100.00) 4.862 9,987,600.00 10,440.00 2.952 5,005,100.00 5,100.00 2.822 5,007,350.00 7,350.00 4.842 8,742,285.28 (9,714.72) 4.862 5,000,500.00 500.00 4.862 5,001,900.00 1,900.00 2.953 4,996,850.00 (3,150.00) 2.957 9,993,700.00 (6,300.00) 2.957 9,993,700.00 (4.300.00) 2.957 9,993,700.00 (6,300.00) 2.957 9,968,900.00 (3],100.00) 4.885 4,996,850.00 (3.150.00) 2.957 11,850,592.50 1,m.5o 2.466 4,996,850.00 (3.1 50.00) 2.957 9,993,700.00 (6.300.00) 2.957 9,993,700.00 (6.300.00) 2.957 9,987,600.00 (780.00) 2.952 4,978,350.00 (21,650.00) 4.904 9,987,600.00 (1,900.00) 2.952 5,007,350.00 7,350.00 4.842 8,734,075.00 (15,925.00) 4.898 10,006,000.00 6,000.00 2.977 10,013,000.00 13,000.00 4.891 9,993,700.00 (6.300.00) 2.957 14,981,400.00 16,200.00 2.952 15,100,650.00 5,022,800.00 5,019,350.00 10,017,200.00 10,068,400.00 14,988,900,00 5,063,900.00 5,129,800.00 5,030,050.00 5,088,450.00 7,538,025.00 5,018,650.00 79.305.55 .432 (84,450.00) 19,300.00 17,907.39 40,700.00 86,400.00 (1 ],100.00) (27,425.00) (10,400.00) 30,050.00 88,450.00 38,025.00 9,800.00 .462 .486 .697 .449 662 .573 .483 .982 2.085 2.440 1.177 .730 1.384 .617 .663 1.830 2.112 2.403 2.408 4.493 2.501 4.570 4.526 2.540 2071 4.570 4.567 4.570 4.570 2.540 2.540 2.540 2.542 3.627 4.625 4.622 4.627 4.627 4.622 2.501 2.501 2.636 3.145 3.627 2.742 4.660 4.721 4.723 4.723 4.742 4.742 4.723 2.742 4.858 2.808 2.742 2.849 2.901 2.907 3.403 2.973 3.855 4.855 2.907 4.%7 2.973 2.849 4.953 4.%7 4.953 2.981 2.981 2.981 2.981 2.981 4.989 2981 2.479 2.981 2.981 2.981 2.973 4.992 2.973 4.953 4.989 2.997 4.989 2.981 2.973 .433 .463 .488 .699 .452 .658 .575 .485 .989 2.0% 2.463 1.200 .737 1.403 .622 .658 vlonth End Portfolio Holdings Maturity Matunty Par Book Market Market Unrealized Modified Years To CUSIP Descnptwn Date Coupon To Mat Value Yalue Price ,·atue GainjLoss Duration Maturity 3374FU9 FHLB 3Yr 3374N63 FHLB 2Yr 3374Y61 FHLB 2Yr 3374VY3 FHLB 1.5Yr 3374VY3 FHLB 1.2Yr 3374VY3 FHLB 1.2Yr 3374VY3 FHLB 1.2Yr 3376A47 FHLB 2Yr 3376CW3 FHLB l.5Yr 3376CW3 FHLB 1.5Yr 3376CW3 FHLB l.5Yr 3376CW3 FH LB l.5Y r 3376CW3 FHLB 1.5Yr· 3376CW3 FHLB 1.5Yr 33760E2 FHLB L5Yr 3376085 FHLB 18Mo 3376GK5 FHLB l.5Yr 3376C86 FHLB l.5Yr 3376)E6 FHLB L5Yr 3376)55 FHLB L5Yr 3376)Y2 FHLB 1.5Yr 3376)55 FHLB L5Yr 3376K)3 FHLB 18Mo 3376K)3 FHLB 18Mo 3376GT6 FHLB 1.5Yr 3376GT6 FHLB 1.5Yr 3376K)3 FHLB L5Yr 3376K)3 FHLB 1.5Yr 3374VY3 FHLB 13Mo 3376GT6 FHLB L5Yr 3376KL8 FHLB 1.5Yr 3376036 FHLB l.5Yr 3376P58 FHLB L5Yr 3376MZ5 FHLB 1Yr 3376)55 FHLB L5Yr 3376A% FHLB L5Yr 3376RHO FHLB L25Yr 3376UFO FHLB 2Yr 3376VB8 FHLB 2Yr 3376UY9 FHLB 1.5Yr 3376U78 FHLB 1Yr 3376TQ8 FHLB 1Yr 3376WM3 FHLB 1Yr 3376VB8 FHLB L5Yr 3376WM3 FHLB 1Yr 3376XA8 FHLB 1Yr 3376UY9 FHLB 1.5Yr 3378484 FHLB 1 Yr 3376UY9 FHLB 1.5Yr 33784T5 FHLB 1.5Yr 3376VB8 FHLB 1.5Yr 3378457 FHLB 1Yr 3378AC5 FHLB 3Yr 3378CE9 FHLB 1.2Yr 3378859 FHLB 1Yr 3378BT7 FHLB 1Yr 3378E09 FHLB 1.5Yr 3378301 FH LB 2Y rNc 3378H79 FHLB 1.5Yr 3376ZQ1 FHLB 3Yr 3378ED9 FHLB 1.5Yr 3378)N2 FHLB 1 Yr 3378)N2 FHLB 1Yr 3376ZQ1 FHLB 3Yr 3376YC3 FHLB 1Yr 3378L W9 FH LB L5Y r 3378FY2 FHLB 2.25Yr 3376TZ8 FHLB 1 Yr 3378BF7 FHLB 1Yr 3378)N2 FHLB 1Yr 3378TF8 FHLB 1Yr 3378TT8 FHLB 1.5Yr 3378U58 FHLB 3Yr 3376XWO FHLB 1.3Yr 33760E2 FHLB l.5Yr 3378K)9 FHLB 1Yr 3378X30 FHLB 1 Yr 3378YL9 FHLB 1 .5Yr 3378YN5 FHLB 1YrNc9MoE 3378YX3 FHLB L5Yr 3378LH2 FHLB 1 .5Yr 3378ZU8 FHLB 1 Yr 3378X55 FHLB 3YrNc2YrE 3376TZ8 FHLB 1Yr 3379A90 FHLB 1Yr 3379A66 FHLB 1Yr 3379A66 FHLB 1Yr 3379A82 FHLB 1YrNc9MoE 3379A82 FHLB 1YrNc9MoE 3379A82 FHLB 1YrNc9MoE 3379A82 FHLB 1YrNc9MoE 3379AK5 FHLB 2Yr 337%L8 FHLB L5Yr 3376036 FHLB 1 Yr 3378F71 FH LB 9Mo 07/07/2014 05/30/2013 08/28/2013 01/29/2013 01/29/2013 01/29/2013 01/29/2013 11/29/2013 05/21/2013 05/21/2013 05/21/2013 05/21/2013 05/21/2013 05/21/2013 05/28/2013 05/16/2013 06/03/2013 05/07/2013 05/30/2013 07/09/2013 06/19/2013 07/09/2013 06/21/2013 06/21/2013 05/30/2013 05/30/2013 06/21/2013 06/21/2013 01/29/2013 05/30/2013 06/21/2013 05/16/2013 06/28/2013 01/18/2013 07/09/2013 05/03/2013 04/12/2013 01/29/2014 07/30/2013 08/05/2013 02/01/2013 02/06/2013 02/08/2013 07/30/2013 02/08/2013 02/15/2013 08/05/2013 02/08/2013 08/05/2013 08/09/2013 07/30/2013 02/11/2013 05/22/2015 05/07/2013 02/28/2013 02/15/2013 09/09/2013 02/13/2014 09/09/2013 03/13/2015 09/09/2013 03/05/2013 03/05/2013 03/13/2015 02/06/2013 09/12/2013 05/30/2014 02/27/2013 02/28/2013 03/05/2013 03/27/2013 10/09/2013 05/04/2015 05/10/2013 05/28/2013 04/05/2013 04/16/2013 10/11/2013 05/07/2013 10/15/2013 09jl6/2013 04/18/2013 04/30/2015 02/27/2013 05/03/2013 05/03/2013 05/03/2013 05/22/2013 05/22/2013 05/22/2013 05/22/2013 04/30/2014 12/03/2013 05/16/2013 02/22/2013 .910 .500 .500 .375 .375 .375 .375 .450 .340 .340 .340 .340 .340 .340 .310 .340 .320 .300 .375 .375 .400 .375 .400 .400 .350 .350 .400 .400 .375 .350 .400 .300 .350 .200 .375 .370 .240 .375 .250 .250 .180 .170 .170 .250 .170 .170 .250 .170 .250 .250 .250 .170 .500 .260 .190 .190 .310 .300 .300 .375 .310 .125 .125 .375 .150 .280 .375 .170 .180 .125 .250 .400 .700 .200 .310 .230 .250 .350 .280 . .350 .280 .230 .650 .170 .230 .220 .220 .250 .250 .250 .250 .340 .290 .300 .190 IVERISIDE COUNTY TREASURER-TAX COLLECTOR 910 .500 .567 .250 .315 .310 .315 .470 .343 .343 .340 .340 .340 .340 .310 .340 .320 .340 .375 .375 .400 .375 .400 .380 .344 .344 .348 .371 .203 .330 .361 .290 .350 .203 .350 .293 .243 .375 .268 .250 .180 .183 .183 .288 .165 .173 .285 .170 .250 .250 .266 .170 .500 .260 .219 .219 .310 .379 .300 .551 .291 .228 .213 .689 .250 .348 .468 .240 .240 .254 .258 .400 .700 .268 .262 .243 .250 .350 .280 .350 .310 .253 .650 .204 .230 .233 .233 .250 .250 .250 .250 .340 .290 .233 .190 10,000,000.00 10,000,000.00 10,000,000 00 5,000,000.00 20,000,000.00 7,750,000.00 1 0,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 5,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 8,000,000.00 10,355,000.00 5,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,085,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 9,900,000.00 10,000,000.00 5,000,000.00 10,000,000.00 15,000,000.00 15,000,000.00 20,000,000.00 14,500,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 7,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 43 10,000,000.00 10,000,000.00 9,986,100.00 5,008,800.00 20,015,866.20 7,756,634.00 10,007,870.00 4,997,944.55 9,999,500.00 9,999,500.00 15,000,000.00 15,000,000.00 10,000,000.00 5,000,000.00 15,000,000.00 15,000,000.00 15,000,000.00 9,994,300.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,002,988.60 15,001,381.80 15,001,350.00 15,011,550.00 8,003,520.00 1 0,375,399.35 5,001,450.00 10,005,900.00 10,001,400.00 10,000,000.00 9,999,670.00 10,088,810.82 10,01 0,200.00 9, 999,629.90 5,000,000.00 4,998,690.00 5,000,000.00 5,000,000.00 4,999,350.00 4,999,355.00 4,997,191.10 5,000,250.00 9, 999,700.00 4,997,372.74 5,000,000.00 5,000,000.00 5,000,000.00 4,998,800.00 5,000,000.00 5,000,000.00 15,000,000.00 4,998,550.00 4,998,550.00 10,000,000.00 4,992,300.00 5,000,000.00 4,973,550.00 5,001,450.00 4,994,955.00 4,995,700.00 4,953,525.00 9,991,100.00 4,994,950 00 4,990,014.15 9,893,565.00 9,994,400.00 4,993,850.00 9,999,164.00 15,000,000.00 15,000,000.00 19,985,000.00 14,507,830.00 4,999,350.00 5,000,000 00 5,000,000.00 1 0,000,000.00 5,000,000.00 4,997,850.00 4,998,850.00 5,000,000.00 6,997,970.00 5,000,000.00 9,998,680.00 4,999,340.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 10,006,980.00 15,000,000.00 100.99 10016 100.21 100.02 10002 100.02 100.02 100.25 100.09 100.09 100.09 100.09 100.09 100.09 100.08 100.08 100.08 100.06 100.11 100.11 100.10 100.11 100.11 100.11 100.09 100.09 100.1l 100.11 100.02 100.09 100.12 100.07 100.10 100.00 100.11 100.08 100.03 100.20 100.04 100.04 100.01 100.01 100.Dl 100.04 100.01 100.01 100.04 100.01 100.04 100.04 100.04 100.01 100.36 100.05 100.01 100.QJ 100.09 100.12 100.08 100.10 100.09 100.00 100.00 100.10 100.00 100.07 100.19 100.01 100.01 100.00 100.03 100.17 100.83 100.03 100.08 100.03 100.04 100.13 100.01 100.13 100.07 100.03 100.54 100.01 100.04 100.03 100.03 100.02 100.02 100.02 100.02 100.15 100.10 100.07 100.01 10,099,400.00 10.015,600.00 10,021,000.00 5,000,950.00 20,003,800.00 7,751,472.50 10,001,900.00 5,012,250 00 10,008,500.00 1 0,008,500.00 15,012,750.00 15,012,750.00 10,008,500.00 5,004,250.00 15,011,550.00 15,012,300.00 15.012,450.00 10,006,300.00 15,015,750.00 1 0,011,300.00 10,009,800.00 10,011,300.00 10,01 0,800.00 10,010,800.00 15,014,1 00.00 15,014,100.00 15,016,200.00 8,008,640.00 10,356,967.45 5,004,700.00 10,012,200.00 10,006,700.00 10,009,900.00 10,000,400.00 10,0%,3%.05 10,008,400.00 10,003,300.00 5,009,850.00 5,002,100.00 5,002,050.00 5,000,250.00 5,000,250.00 5,000,250.00 5,002,100.00 5,000,250.00 I 0,000,600.00 5,002,050.00 5,000,250.00 5,002,050.00 5,002,100.00 5,002,100.00 5,000,250.00 5,017,950.00 15,007,350.00 5,000,550.00 5,000,400.00 I 0,008, 900.00 5,005,750.00 5,004,100.00 5,004,950.00 5,004,450.00 5,000,050.00 5,000,050.00 5,004,950.00 10,000,300.00 5,003,450.00 5,009,700.00 9,900,79200 10,000,900.00 5,000,050.00 10,003,1 00.00 15,025,350.00 15,124,350.00 20,005,600.00 14,511,165.00 5,001,400.00 5,001,850.00 5,006,600.00 10,001,000.00 5,006,650.00 5,003,500.00 5,001,600.00 5,026,950.00 7,000,560.00 5,()01,850.00 10,003,300.00 5,001,650.00 5,001,150.00 5,001,150.00 10,002,300.00 5.001.150.00 5,007,550.00 m01 0.1 oo.oo 10,006,700.00 15,001.500.00 99,400.00 15,600.00 34,900.00 (7,850.00) (12,066.20) (5,161.50) (5,970.00) 14,305.45 9,000.00 9,000.00 12,750.00 12,750.00 8,500.00 4,250.00 11,550.00 12,300.00 12,450.00 12,000.00 15,750.00 11,300.00 9,800.00 11,300.00 10,800.00 7,811.40 12,718.20 12,750.00 4,650.00 5,120.00 (18,431.90) 3,250.00 6,300.00 5,300.00 9,900.00 730.00 7,585.23 (1,800.00) 3,670.10 9,850.00 3,410.00 2,050.00 250.00 900.00 895.00 4,908.90 900.00 4,677.26 250.00 2,050.00 2,100.00 3,300.00 250.00 17,950.00 7,350.00 2,000.00 1,850.00 8,900.00 13,450.00 4,100.00 31,400.00 3,000.00 5,095.00 4,350.00 51,425.00 9,200.00 8,500.00 19,685.85 7,227.00 6,500.00 6,200.00 3,936.00 25,350.00 124,350.00 20,600.00 3,335.00 2,050.00 1,850.00 6,600.00 1,000.00 6,650.00 5,650.00 2,750.00 26,950.00 2,590.00 1,850.00 4,620.00 2,310.00 1,150.00 1,150.00 2,300.00 1,150.00 7,550.00 10,100.00 (280.00) 1,500.00 1.4% 410 .664 .079 079 .079 .079 .908 .385 .385 .385 .385 .385 .385 405 .372 .421 .347 .410 .520 .465 .520 .470 .470 .410 .410 .470 .470 .079 .410 .470 .372 .489 .049 .520 .336 .279 1.073 .579 .593 .088 .101 .107 .579 .107 . 126 .593 .107 .593 .604 .579 .115 2.373 .347 .161 .126 .687 1.112 .687 2.185 .687 .175 .175 2.183 .101 695 1.408 .159 .161 .175 .235 .770 2.316 .355 .405 .260 .290 .776 .347 .787 .707 .295 2.310 .159 .336 .336 .336 .388 .388 .388 .388 1.329 .920 .372 .145 1.515 .411 658 .079 • .912 .386 .386 386 .386 .386 .386 .405 373 .422 .348 .411 .521 .466 .521 .471 .471 .411 .411 .471 .471 .079 .411 .471 .373 .490 .049 .521 .337 .279 1.079 .578 .595 .088 .101 .107 .578 .107 • .605 .578 .115 2.389 .348 .162 .126 .690 1.121 .690 2.197 .690 .175 .175 2.197 .101 .699 1.411 .159 .162 .175 .236 .773 2.340 .356 .405 .260 .290 .778 .348 .789 .710 .2% 2.329 .159 .337 .337 .337 • 1.329 .923 .373 .145 vlonth End Portfolio Holdings Matunty i\latunty Par Book !\.larket Market Unrealized \lodJfied Years To CUSIP Description Date Coupon 1o Mat Yalue Value Pnce Value GainjLoss Duration !\Iatunty 3378BT7 33796L8 3379BZI 3379BZI ~3.79FL8 ;3 3379JD2 3379PX1 3379QW2 3379(?85 3379YQ6 3379YR4 3379YZ6 3379YZ6 33803M7 33803E5 33803E5 3380LS4 3380HF7 3380F)l 3380648 3380F44 3380HU4. 3378LH2 3380QX8 3380UF2 3380YF8 3380U% 3379N54 33762C8 3381 F67 3381H24 33805TO 3380W52 3380GB? 33805Q6 3381KS3 33803M7 3380 3313BX5 reB FHLB 9Mo FHLB 18Mo FHLB 1Yr FHLB 12Mo FHLB 2Yr FHLB 181vlo FHLB 1Yr FHLB 2Yr FHLB 1YrNc9MoE FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 1.5Yr FHLB 1Yr FHLB 1Yr FHLB 1Yr FHLB 2YrNc6MoB FHLB 1.75YrNc9MoB FHLB 1Yr FHLB 2.5YrNc6MoB FHLB 1Yr FHLB 1Yr FHLB9Mo FHLB 5YrNc3MoB FHLB 1Yr FHLB 3YrNc3MoA FHLB 1Yr FHLB1Yr FHLB 1YrNc6MoB FHLB3Yr FHLB 1Yr FHLB10Mo FHLB 2YrNc6MoB FHLB 1.5 Yr FHLB3Yr FHLB 1.5Yr FFCB DISC NOTE FFCB DISC NOTE FFCB DISC NOTE FFCB DISC NOTE FFCB DISC NOTE 331JQUO FFCB 3Yr 331)6A6 FFCB 3Yr 331)6A6 FFCB 3Yr 331)6A6 FFCB 3Yr 331 KET3 FFCB 2.5Yr 331 KHV5 FFCB 5Yr 331 KQU7 FFCB L5Yr 331KPD6 FFCB2.5Yr 331 KZJ2 FFCB 2Yr 331K882 FFCB 2Yr 331 K5K2 FFCB 2Yr 33EACJ5 FFCB 1 .5YrNc3MoE 33EADY1 FFCB 2YrNc1YrA 33EAHP6 FFCB 3Yr 33EALT3 FFCB 1.5Yr 33EALN6 FFCB 1Yr 33EALN6 FFCB 1 Yr 33EAC)5 FFCB L5YrNc3MoA 33EAC)5 FFCB 1.5YrNc3MoA 33EAKT4 FFCB L75Yr 33EANJ3 FFCB 3Yr 33EAPK8 FFCB 16MoNc3MoA 33EASH2 FFCB 1 Yr 33EATQ1 FFCB 1Yr 33EA2K3 FFCB 3YrNc3MoA 33EA5S3 FFCB 1Yr 33EAW38 FFCB L75Yr 33EC2X1 FFCB 2Yr 33EC2X1 FFCB 2Yr 33EC4P6 FFCB 1 Yr 33ECB52 FFCB L5Yr 33ECB)2 FFCB 3Yr 33ECBA1 FFCB 2.5Yr 33ECAV6 \RMERMAC 31.P FAMCA2Yr 31 FAMCA2Yr 31 FAMCA 2Yr 315 FAMCA L5Yr 315PQK8 FAMCA 3Yr 315PUK3 FAMCA 4YrNc6MoB 315PVR7 FAMCA 3YrNc1Yr.B 02(15/2013 12/03/2013 05/17/2013 05/17/2013 05/19/2014 11/15/2013 05/17/2013 05/19/2014 06/13/2013 05/29/2013 06/14/2013 06/04/2013 07/01/2013 07/02/2013 07/03/2013 07/03/2013 OJ /23/2014 07/17/2013 07/17/2013 08/28/2013 08/28/2014 05/28/2014 07/25/2013 02/27/2015 08/20/2013 09/16/2013 06/17/2013 10/10/2017 10/18/2013 10/16/2015 11/25/2013 11/27/2013 12/23/2013 01/16/2015 01/23/2014 10/01/2013 08/28/2014 01/23/2014 12/14/2015 01/23/2014 OJ 23 2014 .190 .290 .220 220 .350 .300 .230 .350 .280 .240 .240 .230 .250 .250 .270 270 .300 .250 .250 .230 .380 .300 .125 .400 .125 .280 .180 .625 .190 .500 .300 .375 .250 .250 .270 .125 .400 .260 .370 .300 02/15/2013 .180 02/15/2013 .190 03/04/2013 .190 03/04/2013 190 02/25/2013 .180 03/04/2013 .190 08 29 2013 .190 06/03/2013 12/23/2013 12/23/2013 12/23/2013 09/23/2013 04/20/2016 01/07/2013 11/20/2013 09/23/2013 10/03/2013 Ol/03/2014 08/07/2013 02/21/2014 03/16/2015 11/18/2013 04/16/2013 04/16/2013 08/07/2013 08/07/2013 12/23/2013 05/01/2015 09/09/2013 06/04/2013 06/11/2013 09/28/2015 10/22/2013 07/17/2014 11/19/2014 11/19/2014 02/26/2014 07/28/2014 11/16/2015 07/24/2015 12 24 2014 05/10/2013 05/10/2013 05/10/2013 04/25/2013 07/02/2015 09/0l/2016 09/25/2015 1.600 1.300 1.300 1.300 .980 .281 .400 .625 .350 .350 .400 .180 .330 .520 300 .220 .220 .180 .180 .300 .500 .270 .220 .220 .450 .200 .250 270 .270 .200 .250 .430 .760 .760. .760 .400 .550 .600 .470 IVERISIDE COUNTY TREASURER-TAX COLLECTOR .204 .300 .233 .233 .350 .302 .235 350 .280 .240 .240 .233 284 .258 .270 .270 .316 .250 .250 .230 .385 .300 .202 .404 .197 .213 .182 .625 .203 .502 .228 .213 .250 .307 .233 .177 .382 .193 .180 .190 .190 .190 .180 .190 .752 1.300 1.300 1.184 1.029 .296 .400 .700 .400 .400 .420 .240 .380 .598 .300 .228 .253 .302 .271 .302 .520 .270 .233 .228 .484 .215 302 .292 .306 .208 .267 .452 .760 .760 .750 .400 .587 .600 .495 7,500,000.00 5,000,000.00 20,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 15,000,000.00 5,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 25,000,000.00 5,000,000. 00 5,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 7,750,000.00 10,000,000.00 10,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 11,000,000.00 1 0,000,000.00 5,000,000.00 1,000,000.00 9,000,000.00 5,000,000.00 20,000,000.00 5,300,000.00 15,000,000.00 25,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 6,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000. 00 10,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 5,000,000.00 4,995,000.00 10,000,000.00 25,000,000.00 15,000,000.00 25,000,000.00 5,000,000.00 5,000,000.00 12.500,000.00 15,000,000.00 10,000,000.00 5,000,000.00 5,000,000.00 44 7.499,158.95 100.01 7.500,600.00 1,441 05 4,999,250.00 100.10 5,005,050.00 5,800.00 19,997.400.00 100.04 20,007.40000 10,000.00 4,999,345.00 100.04 5,001.850.00 2,505.00 5,000,000.00 100.16 5,008,050.00 8,050.00 4,999,850.00 100.10 5,005,200.00 5,350.00 14,999,250.00 100.04 15,006,150.00 6,900.00 5,000,000.00 100.16 5,008,050.00 8,050.00 20,000,000.00 100.03 20,006,200.00 6,200.00 10,000,000.00 100.05 10,004,900.00 4,900.00 10,000,000.00 100.05 10,004,800.00 4,800.00 4,999)!50.00 100.05 5,002,250.00 2.400.00 9,9%,620.00 100.05 10,005,000.00 8.380.00 4,999.580.00 100.05 5,002,500.00 2,920.00 10,000,000.00 100.06 10,006,000.00 6,000.00 5,000,000.00 100.06 5,003,000.00 3,000.00 24,994,000.00 100.10 25,024,000.00 30,000.00 5,000,000.00 100.05 5,002,300.00 2,300.00 5,000,000.00 100.05 5,002.300.00 2,300.00 10,000,000.00 100.03 10,003,300.00 3,300.00 9,999,000.00 100.03 10,003,200.00 4,200.00 10,000,000.00 100.05 10,005,300.00 5.300.00 9,992,980.00 99.97 9,997,300.00 4,320.00 7,749,225.00 100.01 7,750,465.00 1,240.00 9,993,130.00 99.97 9,9%,500.00 3.370.00 10,006.780.00 100.07 10,007,000.00 220.00 4,999,925.00 100.02 5,001,000.00 1,075.00 10,000,000.00 100.01 10,001,300.00 1,300.00 4,999.365.00 100.01 5,000.400.00 1.035.00 4,999,750.00 100.02 5,000,750.00 1,000.00 5,003,885.00 100.11 5,005,350.00 1,465.00 11,018,106.00 100.18 11.019,360.00 1,254.00 10,000,000.00 100.01 10,001.200.00 1.200.00 4,994,000.00 99.93 4,9%,500.00 2,500.00 1,000.410.00 100.09 1,000,860.00 450.00 8,9%,202.00 99.96 8,9%,310.00 108.00 5,001,509.95 100.04 5,00].750.00 240.05 20,014,720.00 100.08 20,015,000.00 280.00 5,294,965.00 99.90 5,294,541.00 (424.00) 15,017,550.00 100.10 15,014,400.00 (3,150.00) 25,015,200.00 100.08 25,018,750.00 3,550.00 24.%0.500.00 49,917,930.56 24,956,854.17 24,956,854.17 24,%0,000.00 49,922,944.44 9,981,105.56 10,211,890.00 5,000,000.00 5,000,000.00 5,015.550.00 9,988,000.00 9,995,000.00 5,000,000.00 4,991,100.00 9,990,100.00 4,995,050.00 5,997,600.00 4,995,500.00 4,995,000.00 4,988.430.00 5,000,000.00 4,999,600.00 4,998.337.45 9,984,000.00 5,000,000.00 5,000,000.00 12,502,375.00 15,000,000.00 9,989,000.00 5,000,000.00 4,9%,250.00 100.00 100.00 99.99 99.99 99.99 99.99 24,998,750.00 49,997,500.00 24,997,750.00 24,997,750.00 24,998,500.00 49,995,500.00 9,991,400.00 38.250.00 79,569.44 40.895.83 40.895.83 38.500.00 72.555.56 10,294.44 100.62 10,062,000.00 (149.890.00) 101.09 5,054,500.00 54,500.00 101.09 5,054,500.00 54,500.00 101.09 5,054,500.00 38,950.00 100.58 10,057,900.00 69,900.00 100.02 10,002,300.00 7 0100.00 100.00 5,000,200.00 200.00 100.39 5,019,650.00 28,550.00 100.12 10,012,300.00 22,200.00 100.13 5,006,400.00 11,350.00 100.22 6,013,140.00 15,540.00 100.00 4,999,950.00 4.450.00 100.03 5,001,600.00 6,600.00 100.42 5,021,000.00 32,570.00 100.11 5,005,250.00 5,250.00 100.03 5,001.450.00 1,850.00 100.03 5,001,450.00 3,112.55 100.00 9,999,900.00 15,900.00 100 00 4,999,950.00 5,850.00 100.12 10,011.700.00 12,100.00 100.36 5,017,850.00 20,850.00 100.00 5,000,100.00 100.00 100.04 5,002,050.00 2,700.00 100.04 5,002,000.00 2,400.00 100.00 5,000,150.00 5,150.00 100.02 10,001,600.00 3,100.00 99.99 4,999,700.00 4,200.00 99.97 4,998,300.00 500.00 99.97 4,998,300.00 1,870.00 100.00 4,994,900.10 399.60 99.99 9,998,900.00 1,600.00 100.01 25,003,500.00 18,925.00 100.01 15,000,750.00 4,688.25 99.91 24,976.250.00 4,500.00 100.15 100.15 100.15 100.09 100.20 100.10 100.11 5,007,650.00 5,007,650.00 12,519,125.00 1 5,013,200.00 10,019,900.00 5,004,750.00 5,005,450.00 7,650.00 7,650.00 16,750.00 13,200.00 30,900.00 4,750.00 9,200.00 126 .920 375 .375 1.378 .870 .375 1.378 .448 .407 .451 .424 .501 .502 .504 .504 1.057 .543 .543 .665 1.658 1.405 .566 2.141 .635 .707 .460 4.691 .796 2.766 .898 .904 .976 2.032 1.058 .749 1.658 1.058 2.933 1.058 1.058 .126 .126 .172 .172 .153 .172 .126 .923 .375 .375 1.381 .874 .375 1.381 .449 .408 .452 .425 .499 .501 .504 .504 1.063 .542 .542 .658 1.658 1.405 .564 2.159 .636 .710 .460 4.778 .797 2.792 .901 .907 .978 2.044 1.063 .751 1.658 1.063 2.953 1.063 1.063 .126 .126 .173 .173 .153 .173 .420 .422 .%8 .978 .968 .978 .%9 .978 .722 .729 3.286 3.304 .019 .019 .881 .888 .725 .729 .753 .756 1.000 1.008 .599 .600 1.134 1.142 2.189 2.205 .878 .882 .290 .290 .290 .290 .599 .600 .599 .600 .976 .978 2.315 2.332 .687 .690 .424 .425 .443 .444 2.718 2.742 .807 .808 1.540 1.542 1.877 1.885 1.876 1.885 1.151 1.156 1.571 1.573 2.854 2.877 2.555 2.562 1.974 1.981 .355 .355 .355 .314 2.475 3.614 2.709 .356 .356 .356 .315 2.501 3.671 2.734 vlonth End Portfolio Holdings l\latunty Maturity Par Book Market Market Unrealized Mod1f1ed Years To CUSIP Description Date Coupon To Mat Value \·aim~ Pnce \ aJue Gam/Loss DuratiOn Maturity 315PVR7 FAMCA 3YrNc1YrB 09/25/2015 .470 .487 2.568_000.00 2.566.716.00 100.11 2,570,799.12 4,003.12 2.709 2.734 315PWX3 FAMCA SYrNc6MoB 11/03/2017 .700 .700 10,000,000.00 10,000,00000 100.10 I 0,009,900.00 9,900.00 4.745 4.844 315PWR6 FAMCA 3YrNc6MoB 11/03/2015 .300 .300 11.150,000.00 11.150,00000 100.00 11.149,665.50 (334.50) 2.823 2.841 02/19/2014 .250 .265 5,000,000 00 4,999,050.00 100.06 5,002,850.00 3,600.00 1.130 1.137 05/01/2013 .740 .740 5,140,000.00 5,140,000.00 100.00 5.]40,000.00 .330 7521LH7 OHIOSTATECO 05/01/2014 }.}90 1.190 2.000,00000 2,000,000.00 100.00 2,000,000.00 1.317 1.332 :608UNXO OREGON 5T ATE 11/01/2013 .480 .480 3.595,000.00 3.595,000.00 100.00 3.595,000.00 .830 .836 :608UNZS OREGON STATE 05/01/2013 .380 .380 6.565,000.00 6.565,000.00 100.00 6.565,000.00 .331 .332 >052AXCS MAIN5TCO 06/01/2013 2.000 .401 1.500,000.00 1,526,895.00 101.79 1,526,895.00 .415 .416 146107P6 MICHIGAN 5T CO 05/15/2013 .450 .450 4,285,000.00 4,285,000.00 100.00 4,285,000.00 .369 .370 1772)EDO CONNECTICUT 5T 04/15/2014 .448 .448 2,000,000.00 2,000,000.00 100.00 2,000,000.00 1.283 1.288 1772)EE8 CONNECTICUT 5T 04/15/2015 .672 .672 2,000,000.00 2,000,000.00 100.00 2,000,000.00 2.265 2.288 1772)EC2 CONNECTICUT 5T 04/15/2013 .250 .284 8.300,000.00 8,297,261.00 99.97 8.297,261.00 .287 .288 >052AXC5 MAIN5TCO 06/01/2013 2.000 .370 3,500,000.00 3,556,980.00 101.63 3,556,980.00 .415 .416 ;IJ52AXE1 06/01/2013 1.000 .390 6,630,000.00 6.669,647.40 !00.60 6,669,647.40 .415 .416 04 OJ 2014 .300 .300 18,105,000.00 18,105,000.00 100.00 18,His 000.00 1.246 1.249 ;~{% J<~-> -"~"' :<:¥'; A;\\'1>3.62j)Jl!l!j.ll()4fti' . \~i140~Jtt'. ~?"' ;:&A!iil~filll~g~I!Il:' . ,,}~St~~~;~hfJt§.~ >959HNFO CE CAPITAL CORP 01/15/2013 .130 .130 50,000,000.00 49,981,222.22 99.99 49,996,111.JJ 14,888.89 .041 .041 i959HNFO GECAPITALCORP 01/15/2013 .ISO .ISO 9,700,000.00 9,6%,362.50 99.99 9,699,245.56 2.883.06 .041 .041 >959HPD3 GE CAPITAL CORP 02/13/2013 .170 .170 45,000,000.00 44,980,875.00 99.98 44,989,250.00 8,375.00 .120 .121 >959HQ59 GE CAPITAL CORP 03/05/2013 .160 .160 50,000,000.00 49,980,000.00 99.% 49,978,125.00 (1,875.00) .175 .175 >959HQK6 GECAPJTALCORP 03/19/2013 .120 .120 26,000,000.00 25,992,200.00 99.95 25,986,097.22 (6,102.78) .213 .214 IJJ4ENN3 01/22/2013 .100 .100 100,000,000.00 99,990,556.00 99.99 99,988,333.33 (2,222.67) .060 .060 OJ 22 2013 .110 .110 15,200,000.00 15,198,467.33 99.99 15.]98,226.67 240.66 .060 .060 • • 45 IVERISIDE COUNTY TREASURER-TAX COLLECTOR Full Compliance ~he Treasurer's Pooled Investment Fund was in FULL .01\riPLIANCE with the Treasurer's Statement of Investment Policy. The County's Investment Policy is more restrictive than the California Government Code. This policy is reviewed annually by the County's Investment Oversight Committee and approved by the County Board of Supervisors. 100% NA 30% NA 20% NA 40%. A1/Pl/Fl. 1 YEAR 25% A1/P1/F1 Combined DAYSf\;j 40X>':~ax, A1jP:Ji'}6f1 ·.• 25% iJ1iterm repoover7 10% NA 20% AA/ Aa2j 1.0% 2,0%.: AA NA AAA,!?.y2· OfS~ . . ) •• ,.; RA)?lNGS NA J Mutual Funds maturity may be interpreted as weighted average maturity not exceeding 60 days . • r must have an investment advisor with not less than 5 years experience and with assets under management of$500,000,000. THIS COMPLETES THE REPORT REQUIREMENTS OF CALIFORNIA GOVERNMENT CODE 53646 RIVERSIDE COUNTY TREASURER-TAX COLLECTOR 46 13 • · AGENDA ITEM 7E • • ·~~" .. ·'···· • < / • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director Agreement with TR Design Group for Architectural/Engineering SUBJECT: Services for the Modification of Existing Buildings Required for the Construction of the State Route 91 Corridor Improvement Project STAFF RECOMMENDATION: This item is for the Commission to: 1) 2) 3) Approve Agreement No. 13-31-059-00 with TR Design Group (TR Design) for architectural/engineering services for the modification of existing buildings required for the construction of the State Route 91 Corridor Improvement Project (SR-91 CIP) in an amount based on a negotiated cost to be presented at the Commission meeting; Authorize the Chair or the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and Authorize the Executive Director, or designee, to approve contingency work up to the total amount not to exceed as may be required for the work. BACKGROUND IN FORMA TJON: Over the past five years, staff and its consultants have been working on the development of preliminary engineering plans to widen the SR-91 through Corona and extend the 91 Express Lanes into Riverside County. During that time period, it was identified that the preferred alternative included in the approved environmental document would have potential impacts to existing businesses and buildings adjacent to the freeway. Over the past year, staff determined there is an impact to 12 businesses that will require major modifications to the buildings to allow for the expansion of the freeway, relocation of frontage roads, and still accommodate a viable business. During this same time period, staff has been working with the 1 2 property owners and businesses to come to a mutual agreement on conceptual designs/modifications of the buildings located on their properties. These building modifications are needed in advance of the freeway construction to be performed under the SR-91 CIP design-build contract. Commission staff and its consultants are taking the lead role in this endeavor to make sure these modifications are completed in a timely manner . Agenda Item 7E 47 Selection Process A request for qualification (RFO) for architectural and engineering services to prepare plans, specifications and estimates for the modification of existing buildings impacted by the SR-91 CIP was issued on November 27, 2012, with consultant statement of qualifications (SOO) due December 20, 2012. The Commission received a total of two SOOs from TR Design and Pettit, Inc. Both submittals were found to be responsive. An evaluation committee comprised of representatives from Commission staff, Bechtel, and the city of Corona was appointed to review the SOOs. Based on the committee's evaluation of the written SOO submittals, and pursuant to the RFO, the committee shortlisted and invited one firm, TR Design, to the interview portion of the evaluation and selection process. The interview with TR Design was conducted on January 10, 2013, and, after final scoring by the evaluation committee, TR Design was ranked the most qualified firm under the terms of the RFO. Staff is currently negotiating with TR Design the project cost, scope, and schedule. A pre-award audit will be conducted following the determination of a preliminary project cost. Financial Information In Fiscal Year Budget: Yes Year: FY 2012!13 Amount: TBD N/A FY 2013!14 TBD 2009 Measure A Western County No Source of Funds: Highway, Commercial Paper Budget Adjustment: N/A Proceeds GL/Project Accounting No.: 003028 81102 00000 0000 262 31 81101 Fiscal Procedures Approved: ~~ I Date: I 01/22/13 Attachment: Agreement No. 13-31-059-00 Agenda Item 7E 48 • • • • • • AGREEMENT NO. 13-31-059-00 MODEL PROFESSIONAL SERVICES AGREEMENT WITH FHWA FUNDING/ASSISTANCE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AGREEMENT WITH TR DESIGN GROUP FOR ARCHITECTURAL AND ENGINEERING SERVICES FOR RIGHT OF WAY CONSTRUCTION MITIGATION AND CONSTRUCTION DOCUMENTS 1. PARTIES AND DATE. This Agreement is made and entered into this _ day of , 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Commission") and TR DESIGN GROUP ("Consultant") . 2. RECITALS. 2.1 On November 8, 1988 the Voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2 %) retail transactions and use tax (the "tax") to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.2 Pursuant to Public Utility Code Sections 240000 et seq., the Commission is authorized to allocate the proceeds of the Tax in furtherance of the Plan. 2.3 On November 5, 2002, the voters of Riverside County approved an extension of the Measure A tax for an additional thirty (30) years for the contin.ued funding of transportation and improvements within the County of Riverside. A source of funding for payment for professional services provided under this Agreement is federal funds from the United States Department of Transportation pursuant to the following project/program [INSERT NAME OF FEDERAL PROGRAM]. This Agreement shall not be deemed to be approved by the Commission until the certifications shown in Exhibits "D" and "F'' attached hereto and incorporated herein by reference, are executed and incorporated in this Agreement. 49 2.4 Consultant desires to perform and assume responsibility for the • provision of certain professional services required by the Commission on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing [__INSERT TYPE OF SERVICES__j services to public clients, is licensed in the State of California (if necessary), and is familiar with the plans of the Commission. 2.5 The Commission desires to engage Consultant to render such services for the [__INSERT NAME OF PROJECT __j project ("Project"), as set forth in this Agreement. 3. TERMS. 3.1 General Scope of Services. Consultant shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise, and incidental and customary work necessary to fully and adequately supply the professional [__INSERT TYPE OF SERVICES__j services necessary forthe Project ("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 Commencement of Services. L_USE THIS PARAGRAPH IF NOTICE TO PROCEED ·oR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED __j Commission has authorized Consultant to commence performance of the Services by a "Notice to Proceed" or "Limited Notice to Proceed" dated ______ . Consultant agrees that Services already performed pursuant to the "Notice to Proceed" or "Limited Notice to Proceed" shall be governed by all the provisions of this Agreement, including all indemnification and insurance provisions. j L_USE THIS SENTENCE IF NO NOTICE TO PROCEED OR LIMITED NOTICE TO PROCEED HAS BEEN ISSUED__j The Consultant shall commence work upon receipt of a written "Notice to Proceed" or "Limited Notice to Proceed" from Commission. • 3.2.1. Pre-Award Audit. As a result of the federal funding for this Project, and to the extent Caltrans procedures apply in connection therewith, issuance of a "Notice to Proceed" may be contingent upon completion and approval of a pre- award audit. Any questions raised during the pre-award audit shall be resolved before the Commission will consider approval of this Agreement. The federal aid provided under this Agreement is contingent on meeting all Federal requirements and could be withdrawn, thereby entitling the Commission to terminate this Agreement, if the procedures are not completed. The Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. In addition, the applicable federal • 2 50 • • • agency, or Caltrans acting in behalf of a federal agency, may require that prior to performance of any work for which Federal reimbursement is requested and provided, that said federal agency or Caltrans must give to Commission an "Authorization to Proceed". 3.2.2 Post-Award Audit. In the event that Caltrans authorizes the Commission to issue a "Limited Notice to Proceed", Consultant's cost proposal, set forth in the attached Exhibit "C", will be subject to a post-award audit by Caltrans. Consultant's files shall be maintained in a manner to facilitate Federal and State process reviews. If any post-award audit recommendations are received by Commission from Caltrans, Exhibit "C" shall be adjusted by Consultant and approved by Commission to conform to the audit recommendations. Consultant agrees that individual items of cost may be incorporated into the attached Exhibit "C", based on the interim or post-award audit recommendations of Caltrans, at Commission's sole discretion. Refusal by Consultant to incorporate the interim audit or post-award recommendations of Caltrans will be considered a breach of this Agreement and cause for termination. 3.3 Term. The term of this Agreement shall be from the date first specified above or the date of issuance of the Notice to Proceed by the Commission, whichever occurs first, to L_JNSERT ENDING DATE__j, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. All applicable indemnificatioo provisions of this Agreement shall remain in effect following the termination of this Agreement. 3.4 Commission's Representative. The Commission hereby designates the Commission's Executive Director, 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 authority to act on behalf of the Commission for all purposes under this Agreement. Commission's Representative shall also review and give approval, as needed, to the details of Consultant's work as it progresses. Consultant shall not accept direction or orders from any person other than the Commission's Representative or his or her designee. 3.5 Consultant's Representative. Consultant hereby designates L_INSERT NAME OR TITLE__j to act as its Representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to act on behalf of Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his or her professional skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. Consultant shall work closely and cooperate fully with Commission's Representative and any other agencies which may have jurisdiction over, or an interest in, the Services. Consultant's Representative shall be available to the Commission staff at all reasonable times. Any substitution in 3 51 Consultant's Representative shall be approved 1n writing by Commission's • Representative. 3.6 Substitution of Key Personnel. Consultant has represented to the Commission that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval by the Commission. In the event that the Commission and Consultant cannot agree as to the substitution of the key personnel, the Commission shall be entitled to terminate this Agreement for cause, pursuant to the provisions of Section 3.14. The key personnel for performance of this Agreement are: L_LIST NAMES AND TITLES__]. 3.7 Preliminarv Review of Work. All reports, working papers, and similar work products prepared for submission in the course of providing Services under this Agreement shall be submitted to the Commission's Representative in draft form, and the Commission may require revisions of such drafts prior to formal submission and approval. In the event plans and designs are to be developed as part of the Project, final detailed plans and designs shall be contingent upon obtaining environmental clearance as may be required in connection with Federal funding. In the event that Commission's Representative, in his sole discretion, determines the formally submitted work product to be not in accordance with the standard of care established under this contract, Commission's Representative may require Consultant to revise and resubmit the work at no cost to the Commission. 3.8 Appearance at Hearings. If and when required by the Commission, Consultant shall render assistance at public hearings or other meetings related to the Project or necessary to the performance of the Services. However, Consultant shall not be required to, and will not, render any decision, interpretation or recommendation regarding questions of a legal nature or which may be construed as constituting a legal opinion. 3.9 Standard of Care; Licenses. Consultant represents and maintains • that it is skilled in the professional calling necessary to perform all Services, duties and obligations required by this Agreement to fully and adequately complete the Project. Consultant shall perform the Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant warrants that all employees· and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Consultant further represents and warrants to the Commission that its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Consultant shall perform, at its own cost and expense and without reimbursement from the Commission, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein, and shall be fully responsible to the Commission for all damages and other • 4 52 • • • liabilities provided for in the indemnification provisions of this Agreement arising from the Consultant's errors and omissions. Any employee of Consultant or its sub- consultants who is determined by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the Commission, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.1 0 Opportunity to Cure. Commission may provide Consultant an opportunity to cure, at Consultant's expense, all errors and omissions which may be disclosed during Project implementation. Should Consultant fail to make such correction in a timely manner, such correction may be made by the Commission, and the cost thereof charged to Consultant. 3.11 Inspection of Work. Consultant shall allow the Commission's Representative to inspect or review Consultant's work in progress at any reasonable time. 3.12 Final Acceptance. Upon determination by the Commission that Consultant has satisfactorily completed the Services required under this Agreement and within the term set forth in Section 3.3, the Commission shall give Consultant a written Notice of Final Acceptance. Upon receipt of such notice, Consultant shall incur no further costs hereunder, unless otherwise specified in the Notice of Final Acceptance . Consultant may request issuance of a Notice of Final Acceptance when, in its opinion, it has satisfactorily completed all Services required under the terms of this Agreement. In the event copyrights are permitted under this Agreement, then in connection with Federal funding, it is hereby acknowledged and agreed that the United States Department of Transportation shall have the royalty-free non-exclusive and irrevocable right to reproduce, publish, or otherwise use, and to authorize others to use, the work for governmental purposes. 3.13 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 Gal/OSHA requirements, and shall give all notices required by law. For example, and not by way of limitation, Consultant shall keep itself fully informed of and in compliance with all implementing regulations, design standards, specifications, previous commitments that must be incorporated in the design of the Project, and administrative controls including those of the United States Department of Transportation. Compliance with Federal procedures may include completion of the applicable environmental documents and approved by the United States Department of Transportation. For example, and not by way of limitation, a signed Categorical Exclusion, Finding of No Significant Impact, or published Record of Decision may be required to be approved and/or completed by the United States Department of Transportation. For Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant 5 53 performs any work knowing it to be contrary to such laws, rules and regulations and • without giving written notice to the Commission, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its officials, directors, 'Officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.14 Termination. 3.14.1 Notice; Reason. Commission may, by written notice to Consultant, terminate this Agreement, in whole or in part, at any time by giving written notice to Consultant of such termination, and specifying the effective date thereof ("Notice of Termination"). Such termination may be for Commission's convenience or because of Consultant's failure to perform its duties and obligations under this Agreement, including, but not limited to, the failure of Consultant to timely perform Services pursuant to the Schedule of Services described in Section 3.15 of this Agreement. Consultant may not terminate this Agreement except for cause. 3.14.2 Discontinuance of Services. Upon receipt of the written Notice of Termination, Consultant shall discontinue all affected Services as directed in the Notice or as otherwise provided herein, and deliver to the Commission all Documents and Data, as defined in this Agreement, as may have been prepared or accumulated by Consultant in performance of the Services, whether completed or in • progress. 3.14.3 Effect of Termination For Convenience. If the termination is to be for the convenience of the Commission, the Commission shall compensate Consultant for Services fully and adequately provided through the effective date of termination. Such payment shall include a prorated amount of profit, if applicable, but no amount shall be paid for anticipated profit on unperformed Services. Consultant shall provide documentation deemed adequate by Commission's Representative to show the Services actually completed by Consultant prior to the effective date of termination. This Agreement shall terminate on the effective date of the Notice of Termination. 3.14.4 Effect of Termination for Cause. If the termination is for cause, Consultant shall be compensated for those Services which have been fully and adequately completed and accepted by the Commission as of the date the Commission provides the Notice of Termination. In such case, the Commission may take over the work and prosecute the same to completion by contract or otherwise. Further, Consultant shall be liable to the Commission for any reasonable additional costs incurred by the Commission to revise work for which the Commission has compensated Consultant under this Agreement, but which the Commission has determined in its sole discretion needs to be revised, in part or whole, to complete the Project because it did not meet the standard of care established in Section 3.9. Termination of this Agreement for cause may be considered by the Commission in determining whether to enter into future agreements with Consultant. • 6 54 • • • 3.14.5 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 Agreement. 3.14.6 Procurement of Similar Services. In the event this Agreement is terminated, in whole or in part, as provided by this Section, the Commission may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. 3.14.7 Waivers. Consultant, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from the Commission's termination of this Agreement, for convenience or cause, as provided in this Section. 3.15 Schedule and Progress of Services. 3.15.1 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 to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, the Commission shall respond to Consultant's submittals in a timely manner. Upon request of Commission's Representative, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.15.2 Modification of the Schedule. Consultant shall regularly report to the Commission, through correspondence or progress reports, its progress in providing required Services within the scheduled time periods. Commission shall be promptly informed of all anticipated delays. In the event that Consultant determines that a schedule modification is necessary, Consultant shall promptly submit a revised Schedule of Services for approval by Commission's Representative. 3.15.3 Trend Meetings. Consultant shall conduct trend meetings with the Commission's Representative and other interested parties, as requested by the Commission, on a bi-weekly basis or as may be mutually scheduled by the Parties at a standard day and time. These trend meetings will encompass focused and informal discussions concerning scope, schedule, and current progress of Services, relevant cost issues, and future Project objectives. Consultant shall be responsible for the preparation and distribution of meeting agendas to be received by the Commission and other attendees no later than three (3) working days prior to the meeting. 3.15.4 Progress Reports. As part of its monthly invoice, Consultant shall submit a progress report, in a form determined by the Commission, which will indicate the progress achieved during the previous month in relation to the Schedule of 7 55 Services. Submission of such progress report by Consultant shall be a condition • precedent to receipt of payment from the Commission for each monthly invoice submitted. 3.16 Delay in Performance. 3.16.1 Excusable Delays. Should Consultant be delayed or prevented from the timely performance of any act or Services required by the terms of the Agreement by reason of acts of God or of the public enemy, acts or omissions of the Commission or other governmental agencies in either their sovereign or contractual capacities, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather, performance of such act shall be excused for the period of such delay. 3.16.2 Written Notice. If Consultant believes it is entitled to an extension of time due to conditions set forth in subsection 3.1.6.1, Consultant shall provide written notice to the Commission within seven (7) working days from the time Consultant knows, or reasonably should have known, that performance of the Services will be delayed due to such conditions. Failure of Consultant to provide such timely notice shall constitute a waiver by Consultant of any right to an excusable delay in time of performance. 3.16.3 Mutual Agreement. Performance of any Services under this Agreement may be delayed upon mutual agreement of the Parties. Upon such • agreement, Consultant's Schedule of Services shall be extended as necessary by the Commission. Consultant shall take all reasonable steps to minimize delay in completion, and additional costs, resulting from any such extension. 3.17 Status of ConsultanUSubconsultants. 3.17.1 Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. Commission retains Consultant on an independent contractor basis and not as an employee, agent or representative of the Commission. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Services and as required by law. Consultant shall be responsible for all reports and obligations respecting such personnel, including but not limited to, social security taxes, income tax withholdings, unemployment insurance, disability insurance, and workers' compensation insurance. 3.17 .2 Prevailing Wages. By its execution of this Agreement, Consultant certifies that it is aware of the requirements of California Labor Code • 8 56 • • • Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et ~ ("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. Copies of the prevailing rate of per diem wages in effect at commencement of this Agreement are on file at the Commission's offices. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the Commission, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.17.3 Eight-Hour Law .. Pursuant to the provisions of the California Labor Code, eight hours of labor shall constitute a legal day's work, and the time of service of any worker employed on the work shall be limited and restricted to eight hours during any one calendar day, and forty hours in any one calendar week, except when payment for overtime is made at not less than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a ,penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any sub-consultant under him, for each calendar day during which such workman is required or permitted to work more than eight hours in any calendar day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Consultant or the Services are not subject to the Eight-Hour Law. 3.17.4 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein, without the prior written consent of the Commission. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.17.5 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. Consultant has, as part of its proposal, identified certain companies/firms that will be subconsultants utilized by Consultant ("Subconsultants") for Project delivery. A list of said Subconsultants may be attached hereto as Exhibit "C" Part 2 and made a part hereof. The Commission hereby approves the use by Consultant of the Subconsultants identified in Exhibit "C" Part 2. In the event and prior 9 57 to the replacement of any Subconsultant approved herein, the Consultant shall seek and obtain the Commission's written approval. Exhibit "C" Part 2 also sets forth the • rates at which each Subconsultant shall bill the Consultant for Services and that are subject to reimbursement by the Commission to Consultant. Additional Direct Costs, as defined in Exhibit "C" Part 1 shall be the same for both the Consultant and all subconsultants, unless otherwise identified in Exhibit "C" Part 2. Consultant acknowledges that approval of Consultant's utilization of the identified Subconsultants together with the incorporation of Subconsultants' rate schedules and cost proposals into this Agreement shall in no way be construed to create any contractual relationship between any Subconsultant and the Commission. The Subconsultant rate schedules and cost proposals contained herein are for accounting purposes only. In the event that any Subconsultant shall bring any action, claim or proceeding purporting to enforce any right purportedly arising under this Agreement, the Consultant shall be responsible for the Commission's reasonable legal fees without regard to the merits of any such claim. 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 • 10 58 • • • 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. 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 . 11 59 Should Consultant receive a subpoena or court order related to this Agreement, the Services or the Project, Consultant shall immediately provide written • notice of the subpoena or court order to the Commission in order to allow the Commission to pursue legal remedies designed to limit any confidential information required to be disclosed or to assure the confidential treatment of the information following disclosure. Consultant shall not respond to any such subpoena or court order until notice to the Commission is provided as required herein, and shall cooperate with the Commission in responding to the subpoena or court order. 3.19 Indemnification. 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 alleged negligent acts, omissions, or willful misconduct' of Consultant, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Commission, its directors, officials, officers, employees, consultants, agents, or 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, or 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, including reasonable attorney's fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Commission, its directors, officials officers, employees, consultants, agents, or volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligations as set forth in this Section 3.19 shall survive expiration or termination of this Agreement. 3.20 Insurance. 3.20.1 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. 12 60 • • • • 3.20.2 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 Liab;Jity: 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) if Consultant has employees, Workers' Compensation and Employer's Liability: Workers' Com-pensation 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) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.20.3 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 $2,000,000 L_INCREASE IF NECESSARY -OTHERWISE LEAVE AS IS AND DELETE THIS NOTE__] per claim. 3.20.4 Aircraft Liability Insurance. [If applicable] Prior to the direct or indirect use of any civil aircraft to provide Services under this Agreement, Consultant shall procure and maintain, or cause to be procured and maintained, aircraft liability insurance or equivalent form, with a single limit of not less than $5,000,000 per each occurrence. Such insurance shall include coverage for owned, hired and non-owned aircraft and passengers, and shall name, or be endorsed to name, the Commission, its directors, officials, officers, employees consultants and agents as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant. 3.20.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the Commission to add the following provisions to the insurance policies: 13 61 (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. 3.20.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Commission. If the Commission does not approve the deductibles or self-insured retentions as presented, Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Commission, its directors, officials, officers, employees and agents; or (2) the 14 62 • • • • Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.20.7 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Commission, its directors, officials, officers, employees, and agents. 3.20.8 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. 3.20.9 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. 3.20.1 0 Other Insurance. At its option, the Commission may requtre such additional coverage(s), limits and/or the reduction of deductibles or retentions it considers reasonable and prudent based upon risk factors that may directly or indirectly impact the Project. In retaining this option Commission does not warrant Consultant's insurance program to be adequate. Consultant shall have the right to purchase insurance in addition to the insurance required in this Section. 3.21 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. 3.22 Fees and Payment. 15 63 3.22.1 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 and incorporated herein by reference. The total compensation shall be on the basis of direct costs plus a fixed fee as further set forth in Exhibit "C" and shall not exceed the maximum amount of [__INSERT WRITTEN DOLLAR AMOUNT __j ($L_INSE:RT NUMERICAL DOLLAR AMOUNT__j) without written approval of Commission's Executive Director ("Total Compensation"). 3.22.2 Payment of Compensation. Consultant shall submit a monthly itemized 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. Charges specific to each Milestone listed in the Schedule of Services shall be listed separately on an attachment to each statement. Each statement shall be accompanied by a monthly progress report and spreadsheets showing hours expended for each task for each month and the total Project to date. Each statement shall include a cover sheet bearing a certification as to the accuracy of the statement signed by the Consultant's Project Manager or other authorized officer. 3.22.3 Additional Work. Any work or activities that are in addition to, or otherwise outside of, the Services to be performed pursuant to this Agreement shall only be performed pursuant to a separate agreement between the parties. • Notwithstanding the foregoing, the Commission's Executive Director may make a change to the Agreement, other than a Cardinal Change. For purposes of this Agreement, a Cardinal Change is a change which is "outside the scope" of the Agreement; in other words, work which should not be regarded as having been fairly and reasonably within the contemplation of the parties when the Agreement was entered into. An example of a change which is not a Cardinal Change would be where, in a contract to construct a building there are many changes in the materials used, but the size and layout of the building remains the same. Cardinal Changes are not within the authority of this provision to order, and shall be processed by the Commission as "sole source" procurements according to applicable law, including the requirements of FTA Circular 4220.1 D, paragraph 9(f). (a) In addition to the changes authorized above, a modification which is signed by Consultant and the Commission's Executive Director, other than a Cardinal Change, may be made in order to: (1) make a negotiated equitable adjustment to the Agreement price, delivery schedule and other terms resulting from the issuance of a Change Order, (2) reflect definitive letter contracts, and (3) reflect other agreements of the parties modifying the terms of this Agreement ("Bilateral Contract Modification"). (b) Consultant shall not perform, nor be compensated for any change, without written authorization from the Commission's Executive Director as • 16 64 set forth herein. In the event such a change authorization is not issued and signed by • the Commission's Executive Director, Consultant shall not provide such change. • • 3.22.4 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by the Commission's Representative. 3.23 Prohibited Interests. 3.23.1 Solicitation. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the Commission shall have the right to rescind this Agreement without liability. 3.23.2 Conflict of Interest. For the term of this Agreement, no member, officer or employee of the Commission, during the term of his or her service with the Commission, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.23.3 Conflict of Employment. Employment by the Consultant of personnel currently on the payroll of the Commission shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by the Consultant of personnel who have been on the Commission payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon the Consultant securing this or related Agreements with the Commission, is prohibited. 3.23.4 Covenant Against Contingent Fees. As required in connection with federal funding, the Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Commission shall have the right to terminate this Agreement without liability pursuant to Section 3.14, or at its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 3.23.5 Covenant Against Expenditure of Local Agency, State or Federal Funds for Lobbying. [__INCLUDE ONLY IF FEDERAL FUNDING WILL 17 65 EXCEED $100,000, OTHERWISE DELETE THIS SECTION·3.23.5] The Consultant certifies that to the best of his/ her knowledge and belief no state, federal or local • agency appropriated funds have been paid, or will be paid by or on behalf of the Consultant to any person for the purpose of influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the award of any state or federal contract, grant, loan, or cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. a) If any funds other than federal appropriated funds have been paid, or will be paid to any person for the purpose of influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Agreement, the Consultant shall complete and submit the attached Exhibit "E", Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with the attached instructions. b) The Consultant's certification provided in this section is a material representation of fact upon which reliance was placed when this Agreement was entered into, and is a prerequisite for entering into this Agreement pursuant to Section 1352, Title 31, US. Code. Failure to comply with the restrictions on expenditures, or the disclosure and certification requirements set forth in Section 1352, • Title 31, US. Code may result in a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. c) The Consultant also agrees by signing this Agreement that he/she shall require that the language set forth in this Section 3.23.5 be included in all Consultant subcontracts which exceed $100,000, and that all such subcontractors shall certify and disclose accordingly. 3.24 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged under this Agreement. As required in connection with federal funding, the Federal Acquisition Regulations in Title 48, CFR 31 shall be the governing factors regarding allowable elements of cost. All such records shall be clearly identifiable. Consultant shall allow a representative of the Commission, the State, the State Auditor, or any duly authorized representative of the Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding in whole or in part) during normal business hours to examine, audit, and make transcripts or copies of any and all ledgers and books of account, invoices, vouchers, canceled checks, and any other records or documents created pursuant to this Agreement. All such information shall be retained by Consultant for at least three (3) years following termination of this Agreement. Following final settlement of the contract accounts with the United States Department of Transportation under this Agreement, such records and documents may • 18 66 • • • be microfilmed at the option of the Commission, but in any event shall be retained for said three (3) year period after processing of the final voucher by the United States Department of Transportation. a) The Consultant also agrees to comply with Federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. b) Any costs for which payment has been made to the Consultant that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq. or under 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are subject to repayment by the Consultant to the Commission. 3.25 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not ·discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.26 Right to Emolov Other Consultants. Commission reserves the right to employ other consultants in connection with the Project. 3.27 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. Venue shall be in Riverside County. 3.28 Attorneys' 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 attorneys' fees and, all other costs of such actions. 3.29 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.30 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.31 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: 19 67 TR Design Group 7179 Magnolia Avenue Riverside, CA 92504 Attn: Thomas Riggle 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. 3.32 Conflicting Provisions. In the event that provisions of any attached exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.33 Amendment or Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.34 Entire Agreement. This Agreement contains the entire agreement • of the Parties relating to the subject matter hereof and supersedes all prior negotiations, • agreements or understandings. 3.35 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.36 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. • 20 68 • • • 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 3.37 Provisions Applicable When Federal Department of Transportation Funds Are Involved. When funding for the Services provided by this Agreement are provided, in whole or in part, from the United States Department of Transportation, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Department of Transportation Requirements and California Department of Transportation (Caltrans) DBE program requirements) attached hereto and incorporated herein by reference. 3.38 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. 3.39 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.40 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. 3.41 Cou-nterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.42 Incorporation of Recitals. The recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 3.43 No Waiver. Failure of Commission to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any rights or powers hereunder at any one time or more times be deemed a waiver or relinquishment of such other right or power at any other time or times. [Signatures on following page] 21 69 SIGNATURE PAGE TO PROFESSIONAL SERVICES AGREEMENT WITH FHWA FUNDING/ASSISTANCE IN WITNESS WHEREOF, this Agreement was executed on the date first written above. RIVERSIDE COUNTY CONSULTANT TRANSPORTATION COMMISSION TR DESIGN GROUP By: By: [INSERT NAME] Signature Chair Name [NOT NEEDED IF APPROVED BY COMMISSION] Title By: Anne Mayer Executive Director Approved as to Form: ATTEST: By: By: Best, Best & Krieger LLP General Counsel Its: Secretary 22 70 • • • • • • MODEL PROFESSIONAL SERVICES AGREEMENT -EXHIBIT "A" SCOPE OF SERVICES L_INSERT_j A-1 71 MODEL PROFESSIONAL SERVICES AGREEMENT -EXHIBIT "8" SCHEDULE OF SERVICES L_INSERT__j B-1 72 • • • • • • MODEL AGREEMENT -EXHIBIT "C" COMPENSATION AND PAYMENT For the satisfactory performance and completion of the Services under this Agreement, the Commission will pay the Consultant compensation as set forth herein. 1. ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which terms are defined as follows: 1.1.1 DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in performance of the Services under the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in Section 2, below.) 1.1.2 MULTIPLIER The Total Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is determined as follows: 1.1.2.1 Direct Salary Costs (OS) Direct Salary Costs are the base salaries and wages actually paid to the Consultant's personnel directly engaged in the performance of the Services described I the Agreement. (The range of hourly rates paid to the Consultant's personnel appears in section 2, below.) 1.1.2.2 Payroll Additives (PA) Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of· employee insurance and social and retirement benefits, all federal and state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. (This entry is the decimal ratio of Payroll Additives to Direct Salary Costs.) C-1 73 1.1.2.3 Overhead Costs (OC) Allowable Overhead Costs include general, administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. (This entry is the decimal ratio of allowable Overhead Costs to Direct Salary costs.) 1.1.2.4 Profit (P) Profit is a decimal multiplier applied to the sum of Direct Salary Costs, the Payroll Additive Costs, and Overhead Costs. Total Multiplier This is the sum of the Direct Salary Costs, the Payroll Additive Costs, and the Overhead Costs multiplied by the Profit multiplier. Direct Labor Cost = DS+PA+OC + P(DS+PA+OC) = (1+P)(DS+PA+OC) 1.2 FIXED FEE. • 1.2.1 The Fixed Fee is the Profit as determined in Section 1.1.2.4. The Maximum Fixed Fee under this Agreement shall not exceed • $ without written approval of the Commission's Executive Director. 1.2.2 A pro-rata share of the Fixed Fee shall be applied to the total Direct Labor Costs expended for services each month, and shall be included on each monthly invoice. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the Services shall be reimbursed at the rates below, or at actual invoiced cost. (example) Per Diem Car Mileage Rental Car Travel Photocopies (B&W) Photocopies (Color) Photographs/Reprographics C-2 74 Reimbursement Rate Actual Cost Current IRS Rate Actual Cost Actual Cost $/copy $/copy Actual Cost • • • • Postage/shipping Courier Service Other Rentals, supplies, purchases Actual Cost Actual Cost Actual Cost (Travel by air and travel in excess of 100 miles from the Consultant's office nearest to the Commissions office must have the Commission's prior written approval to be reimbursed per this Agreement. 2. DIRECT SALARY RATES. Direct Salary Rates, used in determining Direct Labor Costs in Section 1.1 above, are provided below and are subject to the following: 2.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in paragraph 1.1.2 above. 2.2 Direct Salary Rates shown herein or listed in the approved cost proposal for subconsultants are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Consultant's adjustments to individual compensation provided that payment rate adjustments for this agreement shall be confirmed in writing by the Commission's representative. The Consultant shall notify the Commission in writing prior to a requested change in the range of rates prior to each subsequent change. 2;3 Position or Classification (sample) Principal Project Manager/Resident Engineer Engineer Secretary Range of Hourly Rates $ x.xx-$ y.yy/hour $ x.xx-$ y.yy/hour $ x.xx-$ y.yy/hour $ x.xx-$ y.yy/hour 2.4 The above rates are for the Consultant only. All rates for subconsultants to the Consultant will be in accordance with Consultant's cost proposal. C-3 75 3. INVOICING. 3.1 Each month the Consultant shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the Commission's Executive Director with two (2) copies to the Commission's Construction Manager. 3.2 Charges shall be billed in accordance with the terms and rates included herein, unless otherwise agreed 1n writing by the Commission's Representative. 3.3 Base Work and Extra Work shall be charged separately, and the charges for each task listed in the Scope of Services, shall be listed separately. The charges for each individual assigned by the Consultant under this Agreement shall be listed separately on an attachment to the invoice. 3.4 A charge of $500 or more for any one item of Cost of Other Direct Costs shall be accompanied by substantiating documentation satisfactory to the Commission such as invoices, telephone logs, etc. 3.5 Each copy of each invoice shall be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. • 3.6 Each invoice shall indicate payments to DBE subconsultants or supplies • by dollar amount and as a percentage of the total invoice. 3. 7 Each invoice shall include a certificate signed by the Consultant's Representative or an officer of the firm which reads as follows: I hereby certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed Title Date Invoice No. 4. PAYMENT. 4.1 The Commission will pay the Consultant within four to six weeks after receipt by the Commission of an original invoice. Should the Commission contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance will be paid. 4.2 The final payment for Services under this Agreement will be made only after the Consultant has executed a Release and Certificate of Final • Payment. C-4 76 MODEL AGREEMENT -EXHIBIT "D" 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. 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 D-1 78 • • • • • • MODEL AGREEMENT -EXHIBIT "E" FEDERAL DEPARTMENT OF TRANSPORTATION FHWA AND CAL TRANS REQUIREMENTS E-1 79 FEDERAL DEPARTMENT OF TRANSPORTATION FHWA AND CAL TRANS REQUIREMENTS Notwithstanding anything to the contrary contained in the Agreement, including the other Exhibits attached thereto, the following provisions shall apply if funding for the Services is provided, in whole or in part, from the United States Department of Transportation: 1. DISCRIMINATION The Commission shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT -assisted contract or in the implementation of the Caltrans DBE program or the requirements of 49 CFR Part 26. The Commission shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure nondiscrimination in the award and administration of DOT -assisted contracts. Consultant or subcontractor shall not discriminate on the basis of race, color, national origin, of sex in the performance of this contract. Consultant shall carry out applicable requirements of 49 CFR Part 26 and the Caltrans DBE program in the award and administration of DOT-assisted contracts, as further set forth below. 2. PROMPT PAYMENT Consultant agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from the Commission. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Commission. This clause applies to both DBE and non-DBE subcontractors. 3. RELEASE OF RETAINAGE The Commission shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions, as determined by the Commission of the contract work and pay retainage to prime contractors based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from a subcontractor within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the Commission. Federal regulations (49 CFR 26.29) require that any delay or postponement of payment over 30 days may take place only for good cause and with the Commission's prior written approval. Any violation of this provision shall subject the violating prime contractor or subcontractor to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies otherwise available to the prime contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the E-2 80 • • • • • • prime contractor, deficient subcontract performance, or noncompliance by a subcontractor. This provision applies to both DBE and non-DBE prime contractors and subcontractors. 4. LEGAL REMEDIES In addition to those contract remedies set forth under relevant provisions of California law, either party to this Agreement may, where applicable, seek legal redress for violations of this Agreement pursuant to the relevant provisions of 49 C.F.R. Parts 23 and 26, to the relevant federal or state statutory provisions governing civil rights violations, and to the relevant federal and state provisions governing false claims or "whistleblower" actions, as well as any and all other applicable federal and state provisions of law. The Consultant shall include a provision to this effect in each of its agreements with its subcontractors. 5. DBE PARTICIPATION. Caltrans has developed a revised statewide DBE program pursuant to 49 C.F.R. Part 26. The requirements and procedures, as applicable, of the Caltrans DBE program are hereby incorporated by reference into this Agreement. Even if no DBE participation will be reported, Consultant shall complete the forms included in Exhibit "H" of this RFQ in compliance with the Caltrans DBE program. As part of the revised program, Caltrans has adopted a mandatory race conscious DBE Goal in addition to the race-neutral goal. A This Agreement is subject to Title 49, Part 26 of the Code of Federal Regulations entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs." Consultants who obtain DBE participation on this contract will assist the Commission in meeting its overall DBE project goal. B. If the Agreement has a DBE goal, the Consultant must meet the DBE goal by using DBEs as a subcontractor or document a good faith effort to meet the goal. If a DBE subcontractor is unable to perform, the Consultant must make a good faith effort to replace him/her with another DBE subcontractor if the goal is not otherwise met. A DBE is a firm meeting the definition of a DBE as specified in 49 CFR Part 26 and is one of the following groups: 1 . Black American 2. Asian-Pacific American 3. Native American 4. Hispanic American 5. Subcontinent Asian American 6. Women E-3 81 C. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 are encouraged to participate in the performance of agreements financed in whole or in part • with federal funds. The Consultant or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The Consultant shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by the contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the Commission or the Department of Transportation deems appropriate. D. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. 6. DBE PARTICIPATION GENERAL INFORMATION. It is Consultant's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Caltrans DBE program. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). B. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. • C. A DBE joint-venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint-venture commensurate with its ownership interest. D. A DBE must perform a commercially useful function, pursuant to 49 CFR 26.55. that is, must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work, as more fully described in section 8 below. E. The Consultant shall list only one subcontractor for each portion of work as defined in the Consultant's bid/proposal and all DBE subcontractors should be listed in the Consultant's bid/cost proposal list of subcontractors. F. A Consultant who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors. E-4 82 • • 7 . COMMERCIALLY USEFUL FUNCTION . A. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing, and other relevant factors. B. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not • performing a commercially useful function. • 8. DBE CERTIFICATION AND DE-CERTIFICATION STATUS. If a DBE subcontractor is decertified during the life of the Agreement, the decertified subcontractor shall notify the Consultant in writing with the date of de-certification. If a subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor shall notify the Consultant in writing with the date of certification. Any changes should be reported to the Commission's Representative within 30 days. 9. DBE RECORDS. A. The Consultant shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime Consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. B. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business En,terprises (DBE)," CEM-2402F (Exhibit 17-F in Chapter 17 of the LAP), E-5 83 certified correct by the Consultant or the Consultant's authorized representative and shall be furnished to the Commission's Representative with the final invoice. Failure to • provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the Consultant when a satisfactory "Final Report Utilization of Disadvantaged Business Enterprises (DBE)"is submitted to the Commission's Representative. C. Prior to the fifteenth of each month, the Consultant shall submit documentation to the Commission's Representative showing the amount paid to DBE trucking companies. The Consultant shall also obtain and submit documentation to the Commission's Representative showing the amount paid by DBE trucking companies to all firms, including owner-operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Consultant may count only the fee or commission the DBE receives as a result of the lease arrangement. D. The Consultant shall also submit to the Commission's Representative documentation showing the truck number, name of owner, California Highway Patrol CA number, and if applicable, the DBE certification number of the truck owner for all trucks used during that month. This documentation shall be submitted on the Caltrans "Monthly DBE Trucking Verification", CEM-2404(F) form provided to the Contractor by the Commission's Representative. 10. REPORTING MATERIAL OR SUPPLIES PURCHASED FROM DBEs. When Reporting DBE Participation, Material or Supplies purchased from DBEs may count as follows: A. If the materials or supplies are obtained from a DBE manufacturer, 100 % of the cost of the materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm that operates or maintains a factory or establishment that produces on the premises, the materials, supplies, articles, or equipment required under the Agreement and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 % of the cost of the materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Agreement, are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. E-6 84 • • • • • C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment, shall be by a long-term lease agreement and not an ad hoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. 11. REPORTING PARTICIPATION OF DBE TRUCKING COMPANIES. When Reporting DBE Participation, Participation of DBE trucking companies may count as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible. B. The DBE must itself own and operate at least one fully licensed, insure, and operational truck used on the Agreement. C. The DBE receives credit for the total value of the transportation services it provides on the Agreement using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm including an owner-operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the Jessee DBE provides on the Agreement. E. The DBE may also lease trucks from a non-DBE firm, including an owner- operator. The DBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the Jessee, since these services are not provided by the DB E. F. For the purposes of this section, a lease must indicate that the DBE has exclusive use and control over the truck. This does not preclude the leased truck from working for others during the term of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priority for use of the leased truck. Leased trucks must display the name and identification number of the DB E. E-7 85 12. Debarment, Suspension and other Ineligibility and Voluntary Exclusion . In accordance with 49 CFR Part 29, which by this reference is incorporated herein, Consultant's subconsultants completed and submitted the Certificate of Sub Consultant Regarding Debarment, Suspension and Other Ineligibility and Voluntary Exclusion as part of the Consultant's proposal. If it is later determined that Consultant's subconsultants knowingly rendered an erroneous Certificate, the Commission may, among other remedies, terminate this Agreement. E-8 86 • • • • • • EXHIBIT "F" CERTIFICATE OF CONSULT ANT F-1 87 • • • MODEL AGREEMENT -EXHIBIT "F" CERTIFICATE OF CONSULT ANT 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 commrssron, 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. 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 F-2 88 • • • EXHIBIT "G" DISCLOSURE OF LOBBYING ACTIVITIES G-1 89 • • • CERTIFICATE REGARDING LOBBYING BY CONTRACTOR Pursuant to 40 CFR Part 34 (which is by this reference incorporated herein), the undersigned certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor: By: By: (Signature) (Signature) (Print Name) (Print Name) (Title) (Title) (Date) (Date) G-2 90 • • • Approved byj OMB I 003480045 DISCLOSURE OF LOBBYING ACTIVITIES Complete this form to disclose lobbying activities pursuant to 31 U.S. C. 1352 (S 'd f bl" b d d. I ) ee reverse s1 e orpu IC ur en 1sc osure 1. Type of Federal action: 2. Status of Federal action: 3. Report type: a. Contract a. Bid/offer application a. Initial filing b. Grant b. Initial award b. Material changes c. Cooperative agreement c. Post-award For material change only: d. Loan Loan guarantee Year --Quarter e. Date of last report f. Loan insurance 4. Name and address of reporting entity: 5. If reporting entity in No. 4 is Subawardee, enter Prime Subawardee name and address of Prime: Tier I if known: Congressional District, if known: Congressional District, if known: 6. Federal department/agency 7. Federal program name/description: CFDA number, if applicable: 8. Federal Action Number, if known 9. Award amount, if known $ 10a. Name and address of lobbying entity 1 Ob. Individuals performing services (including (If individual: last name, first name, middle address if different from No. 1 Oa) (last name, initial) first name, middle initial) (Attach Continuation Sheet(s) SF-LLL-A if necessary) 11. Amount of payment ( check all that apply): 13. Type of payment (check all that apply): a. Retainer $ Actual 0 Planned 0 b. One-time fee 12. Forum of payment (check all that apply): C. Commission Cash d. Contingent fee a. Deferred b. In-kind, specify Nature: e. Value: f. Other, specify: 14. Brief description of services performed or to be performed and date(s) of service including officer(s}, employee(s) or Member(s) contracted for payment indicated in item 11: (Attach Continuation Sheet(s) SF~LLL-A if necessary) 15. Continuation Sheet(_sl SF-LLL-A attached: Yes 0 No 0 16. Information requested through this form is authorized by Code 31 U.S.C. Section 1352. This disclosure of lobbying Signature: activities is a material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered into. This disclosure is Print Name: required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-annually and will be Title: available for public inspection. Any person who fails to file the required disclosure shall be subject to a civil penalty of Telephone No. not less than $10,000.00 and not more than $100,000.00 for each such failure. Federal Use Only I G-3 91 Date: Authorized for Local Reproduction Standard Form-LLL I • • • INSTRUCTIONS FOR COMPLETION OF SF-LLL DISCLOSURE OF LOBBYING ACTIVITIES This DISCLOSURE FORM shall be completed by the reporting entity, whether Subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change reports. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the first tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks "Subawardee" then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency, name if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name for description of the covered Federal action (item 1 ). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8 . Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number, Invitation for G-4 92 Bid (IFB) number, grant announcement number, the contract, grant, or loan • award number, the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "IFB P0194R DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in items 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 1 O(a). Enter last name, first name, and middle initial. 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 1 0). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made. 12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value· of the in-kind • payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just the time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted. 15. Check whether or not a SF-LLL-Acontinuation Sheet(s) is attached. 16. The certifying official shall sign and date the form, print his/her name, title and telephone number. Public reporting burden for this collection for information is estimate to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing the burden, to the Office of Management and Budget Paperwork Reduction Project (0348-0446), Washington, D.C. 20503. G-5 93 • • • • Exhibit H EXHIBIT "H" NOTICE TO OFFERORS DISADVANTAGED BUSINESS ENTERPRISE INFORMATION H-1 94 VERIFICATION/DECLARATION: Offeror understands, acknowledges and agrees that the DBE participation goal for this Project is Seven Point One Percent (7.1%). Offeror also understands, acknowledges and agrees that it must carefully examine all DBE provisions associated with this Project, and Offeror warrants that it has complied with this requirement. I declare under penalty of perjury under the laws of the State of California that the foregoing declarations are true and correct: Executed , 20 __ . ---------------------- By: Type or Print Name Signature Title Subscribed and sworn before me This __ day of _______ , 20 __ Notary Public in and for the State of California Exhibit H H-2 95 • • • • • • EXHIBIT 15-G LOCAL AGENCY BIDDER DBE COMMITMENT (CONSTRUCTION CONTRACTS) NOTE: PLEASE REFER TO INSTRUCTIONS ON THE REVERSE SIDE OF THIS FORM LOCAL AGENCY: LOCATION: PROJECT DESCRIPTION: TOTAL CONTRACT AMOUNT:$ BID DATE: BIDDER'S NAME: CONTRACT DBE GOAL: CONTRACT ITEM OF WORK AND DBECERTNO. NAME OF EACH DBE DOLLAR AMOUNT ITEM NO. DESCRIPTION OR SERVICES TO AND EXPJRA TlON Must be certified on the date DBE BE SUBCONTRACTED OR DATE bids are opened -include MATERIALS TO BE PROVIDED (or DBE address and phone contracted if the bidder is a DBE) number) For Local Agency to Complete: Total Claimed DBE $ Local Agency Contract Number: Participation Federal-aid Project Number: % Federal Share: Contract Award Date: Local Agency certifies that all DBE certifications have been verified and Signature of Bidder information is complete and accurate. Date (Area Code) Tel. No. Print Name Signature Date Local Agency Representative Person to Contact (Please Type or Print) (Area Code) Telephone Number: Local Agency Bidder DBE Commitment (Construction Contracts) (Rev 6/26/09) Distribution: (1) Copy-Fax or scan a copy to the Caltrans District Local Assistance Engineer (DLAE) within 30 days of contract execution. Failure to send a copy to the DLAE within 30 days of contract execution may result in de-obligation of funds for this project. Exhibit H (2) Copy-Include in award package to Caltrans District Local Assistance (3) Original -Local agency files H-3 96 INSTRUCTIONS.-LOCAL AGENCY BIDDER DBE COMMITMENT (CONSTRUCTION CONTRACTS) ALL BIDDERS: PLEASE NOTE: This information must be submitted with your bid. Failure to submit the required DBE commitment will be grounds for finding the bid nonresponsive The form requires specific information regarding the construction contract: Local Agency, Location, Project Description, Total Contract Amount, Bid Date, Bidder's Name, and Contract DBE Goal. The form has a column for the Contract Item Number and Item of Work and Description or Services to be Subcontracted or Materials to be provided by DBEs. Prime contractors shall indicate all work to be performed by DBEs including, if the prime is a DBE, work performed by its own forces, if a DBE. The DBE shall provide a certification number to the Contractor and expiration date. Enter the DBE prime's and subcontractors' certification numbers. The form has a column for the Names ofDBE contractors to perform the work (who must be certified on the date bids are opened and include the DBE address and phone number). IMPORTANT: Identify all DBE firms participating in the project regardless of tier. Names of the • First-Tier DBE Subcontractors and their respective item(s) of work listed should be consistent, where • applicable, with the names and items of work in the "List of Subcontractors" submitted with your bid. There is a column for the DBE participation dollar amount. Enter the Total Claimed DBE Participation dollars and percentage amount of items of work submitted with your bid pursuant to the Special Provisions. (If 1 00% of item is not to be performed or furnished by the DBE, describe exact portion of time to be performed or furnished by the DBE.) See Section "Disadvantaged Business Enterprise (DBE)," of the Special Provisions (construction contracts), to determine how to count the participation of DBE firms. Exhibit 15-G must be signed and dated by the person bidding. Also ·list a phone number in the space provided and print the name of the person to contact. H -4 97 • • AGENDA ITEM 7F • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 TO: Riverside County Transportation Commission FROM: Brian Cunanan, Commuter and Motorist Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for the Operation of the Freeway Service Patrol Program in Riverside County STAFF RECOMMENDA T/ON: This item is for the Commission to: 1) Approve Agreement No. 13-45-075-00 with the California Department of Transportation (Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP) program in the amount of $1 ,606,567 in state funding for FY 2012/13; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission . BACKGROUND INFORMATION: In 1986, the Commission established itself as the Riverside County Service . Authority for Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the formation of SAFEs in California was to provide call box services and, with excess funds, provide additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle registration fee on vehicles registered in Riverside County. Initially, these funds were used only for the call box program. As additional motorist aid services were developed, SAFE funds were also used to provide FSP and the Inland Empire 511 traveler information services as part of a comprehensive motorist aid system in Riverside County. In 1990, Proposition C was passed to fund transportation improvements and to help reduce traffic congestion in California. From this, the FSP program was created by Caltrans, which developed the corresponding Local Funding Allocation Plan to distribute funds to participating jurisdictions through a formula based on population, urban freeway lane miles, and levels of congestion. In October 2012, the Commission received the attached funding agreement from Caltrans for FY 2012/13. Caltrans funding agreements are reimbursement based and allow for the carryover of contract balances not expended in the agreements stated fiscal year. This allows the Commission to fully expend allocated amounts Agenda Item 7F 98 and also helps to accommodate the timing of the Caltrans allocation release which • is typically later during the fiscal year for which it is intended. The table below summarizes the use of these funding agreements by fiscal year: Amount Expended Caltrans Funding Agreement FY 2009110 FY 2012/11 FY2011/12 FY 2012113 Unexpended Balance 10-45-036-00 ($1,657,171) $192,643 $1,464,528 11-45-105-00 ($1,577,721) $ 303,402 $1,274,319 12-45-068-00 ( $1 ,653,564) $ 536,958 $709,796 $406,810 The Caltrans funding agreement for FY 2012/13 provides for continued state funding in the amount of $1,606,567. The Commission will fund the required local match of $401,642 with RC SAFE revenues. As with prior funding agreements, any state funds not claimed in the current fiscal year will be carried over and claimed in FY 2013/14. A budget adjustment is not required and upon approval of this agenda item, the Commission will execute this fund transfer agreement with Caltrans. The Commission, acting in its capacity as the RC SAFE, is the principal agency in Riverside County, in partnership with Caltrans and the California Highway Patrol, managing the FSP program. The purpose of the FSP program is to provide a continuously roving tow services patrol along designated freeway segments • (referred to as beats) to relieve freeway congestion and facilitate the rapid removal . of disabled vehicles and those involved in minor accidents on local freeways. Currently, the Commission contracts with four tow truck operators to provide service on a total of nine beats 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. In FY 2011/12, FSP performed over 42,000 assists. Financial Information In Fiscal Year Budget: Yes Year: FY 2012/13 Amount: $680,000 N/A FY 2013/14 + $970,170 Source of Funds: I State of California Budget Adjustment: I No N/A GL/Project Accounting No.: 002173 415 41508 0000 201 45 41505 Fiscal Procedures Approved: ~~ l Date: l 01/22/13 Attachment: FSP Fund Transfer Agreement Agenda Item 7F 99 • • • • FREEWAY SERVICE PATROL PROGRAM FUND TRANSFER AGREEMENT (Non Federal) Agreement No. FSP13-6054(001) Project No. FSP13-6054(065) Location: 08-RIV-Var-RCTC AMS Adv ID: 0813000021 THIS AGREEMENT, effective on July 1, 2012, 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 for FY 2012-2013, hereinafter referred to as "PROJECT"; and WHEREAS, proposed PROJECT funding is as follows: Total Cost $2,008,209.00 State Funds $1,606,567.00 Local Funds $401,642.00 ; and WHEREAS, STATE is required to enter into an agreement with ADMINISTERING AGENCY to delineate the respective responsibilities of the parties relative to prosecution of said PROJECT; and WHEREAS, STATE and ADMINISTERING AGENCY mutually desire to cooperate and jointly participate in the FSP program and desire to specify herein the terms and conditions under which the FSP program is to be conducted; and WHEREAS, ADMINISTERING AGENCY has approved entering into this Agreement under authority of Resolution No. approved by ADMINISTERING AGENCY on , a copy of which is attached. For Caltrans Use Only I hereby Certify upon my own personal knowledge that budgeted funds are available for this encumbrance Accounting Officer 1$ I / lro l ~ S ~ 1. 0 D Page 1 of 7 Non-Fed FSP 100 ST~TE OF CALIFORNIA. DEPARTMENT OF TRANSPORTATION PROGRAM SUPPLMENT AND CERTIFICATION FORM PSCF (REV. 01/2010) TO: FROM: Claims Audits 3301 "C" Street, Rm 404 CA 95816 Department of Transportation SUBJECT: Encumbrance Document VENDOR I LOCAL AGENCY: Riverside County Transportation Commission $ 1,606,567.00 PROCUREMENT TYPE: Local Assistance CHAPTER STATUTES ITEM y~ Page 1 of 1 ~~/PEq TASK I SUBTASK AMOUNT 21 2012 2660-1 0?-04? 2013 2030010600 ?6?040 $ 1 606,567.00 ADA Notitor individuals with sensory disabilities, this document is available in alternate formats. For information, call (915) 654-6410 ofTDD (916) -3880 or write Records and Forms Management. 1120 N. Street. MS-89, Sacramento, CA 95814. 101 • • • • 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 ,606,567.00, 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 $257,050.72. 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 Ill, 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 . Page2 of 7 Non-Fed FSP 102 4. STATE funds provided to ADMINISTERING AGENCY under this Agreement shall not be use. for administrative purposes by ADMINISTERING AGENCY. Said administrative costs may b credited toward ADMINISTERING AGENCY's PROJECT matching funds provided claimed administrative costs are specified on ADMINISTERING AGENCY's invoice submittal. If said administrative costs are "indirect", as defined in 2 CFR, Part 225, Cost Principles for State and Local Government, the costs must be allocated in accordance with an Indirect Cost Allocation Plan (ICAP), reviewed and approved by STATE's Office of Audits and Investigation, for each applicable fiscal year. 5. To develop, in cooperation with STATE, advertise, award, and administer PROJECT contract(s) in accordance with ADMINISTERING AGENCY competitive procurement procedures, in compliance with 49 Code of Federal Regulations (CFR) Part 18.36. 6. Upon award of a contract for PROJECT, to prepare and submit to STATE an original and two 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 (LAPM). Invoicing shall demonstrate ADMINISTERING AGENCY'S PROJECT participation by showing a matched expenditure of funds of at least 25% of the amount provided by the STATE. ADMINISTERIN~ AGENCY invoices shall be submitted to: •. State of California Department of Transportation Division of Traffice Operations, MS 36 Office of System Management Operations 1120 "N" Street Sacramento, CA 9427 4-0001 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 address referenced above under Section 11, Article 7. 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 to STATE under this Agreement. 9. COST PRINCIPLES A) ADMINISTERING AGENCY agrees to comply with, and require all project sponsors to comply with, 2 CFR, Part 225, 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. • Page 3 of 7 Non-Fed FSP 103 • • • 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 sub-contractor 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 2 CFR, Part 225, 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. 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 (Section II, Paragraphs 9, 11, 12, & 13) 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 for the PROJECT. 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. Page4 of 7 Non-Fed FSP 104 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 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 o. demand. 14. SINGLE AUDIT ADMINISTERING AGENCY agrees to include all state (Funds) and federal funded projects in the schedule of projects to be examined in ADMINISTERING AGENCY's annual audit and in the schedule of projects to be examined under its single audit prepared in accordance with Office of Management and Budget Circular A-133. SECTION Ill 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, 2012. 2. All obligations of ADMINISTERING AGENCY under the terms of this Agreement are subject to authorization and allocation of resources by ADMINISTERING AGENCY. • Page 5 of 7 Non-Fed FSP 105 • • • 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 or rights in third parties not parties to this Agreement or affect the legal liability of either party to this Agreement by imposing any standard of care with respect to the maintenance of State highways different from the standard of care i.mposed 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 Government 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 or jurisdiction delegated to STATE under this Agreement. 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. ADMINISTERING AGENCY shall define in PROJECT contract who shall take ownership of all equipment at the conclusion of the Project. 8. ADMINISTERING AGENCY and its sub-contractors will comply with all applicable Federal and State laws and regulations, including but not limited to, 2 CFR, Part 225, Cost Principles for State and Local Governments, and 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 . Page 6 of 7 Non-Fed FSP 106 10. This Agreement shall terminate on June 30, 2015. However, the non-expendable equipme. and liability clauses shall remain in effect until terminated or modified in writing by mutu agreement. STATE OF CALIFORNIA Department of Transportation By: ____________________ __ Office of Project Implementation, South Division of Local Assistance Date:------------------- Page 7 of 7 107 Riverside County Transportation Commission By: ____________________ _ Title:--------------------- Date: --------'-------------- • • Non-Fed FSP • AGENDA ITEM 7G • • ·'4 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 1 3, 201 3 TO: Riverside County Transportation Commission FROM: Brian Cunanan, Commuter Assistance Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Funding Agreement with the Department of California Highway Patrol for Freeway Service Patrol Supervision STAFF RECOMMENDA TJON: This item is for the Commission to: 1) Approve Agreement No. 13-45-074-00 with the California Highway Patrol (CHP) to provide overtime supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County in an amount not to exceed $522,515; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. • BACKGROUND INFORMA TJON: • The Riverside County FSP program is operated as a joint venture between the California Department of Transportation (Caltrans), CHP, and the Commission in its capacity as the Service Authority for Freeway Emergencies (SAFE). The Riverside County SAFE is responsible for administering the program, and the CHP provides daily field supervision to ensure service performance. The CHP has supplemental agreements with various SAFEs statewide for overtime and/or additional personnel. Since 2001, the Commission executed agreements with CHP due to the limited personnel and nature of the FSP program. In addition to field supervision during FSP operating 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.), there are services performed between operating hours that support the program, therefore requiring CHP officers to work overtime. Below is a sample of the services performed by FSP CHP officers: In-field Supervisory Services Provided During FSP Operating Hours: (not all inclusive) • • • Provide in field, on scene, program supervision; Provide real time decisions to incidents occurring in the field; Enforce program rules and guidelines through in field supervision; Agenda Item 7G 108 • • • • Conduct all investigations with regard to equipment, personnel, damage, complaints; Inspect tow trucks on a spot check basis as needed; Serve as a FSP liaison between agencies, such as with other CHP personnel, Caltrans, cities, counties, etc.; and Be available to the public for FSP concerns/questions/comments/complaints . Administrative Supervisory Services Provided During Non-FSP Hours: (not all inclusive) • Conduct background checks, testing, fingerprinting, and certifications for new FSP drivers; • • • • • • • • • • • • Prepare training class materials (binders and maps); Conduct training classes; Track extra truck time, fines, penalties, and certificates (driver license, DL64, medical cards, and motor carrier permits); Prepare monthly billing; Maintain the standard operating procedures manual; Maintain drop point maps to include changing local regulations; Monitor the automatic vehicle locator system, personal digital assistant (PDA) items, radios, and any other computer related FSP equipment; Maintain required field ready equipment such as backup PDA items, safety vests, brochures, survey forms, and magnetic signs; Participate in the RFP process for new vendors and beats; Maintain driver files, records, etc. for all FSP drivers; Track FSP driver's tenure and performance with regard to driver recognition and rewards; and Attend various FSP related required meetings and training (Technical Advisory Committee and quarterly drivers' meeting). At its May 2010 meeting, the Commission approved a three-year agreement in the amount of $200,295 with CHP for general overtime supervision supporting the FSP program for fiscal years FY 201 0!11 through FY 2012/13. At its February .2011 meeting, the Commission approved an additional $57,648 for incremental CHP supervision to $Upport the 1-21 5 South widening project. Next, the Commission and the San Bernardino Associated Governments (SANBAG) agreed to split the costs to add one full-time equivalent CHP officer position for the Inland Empire so each county could benefit from a new total of two dedicated officers per county. The Commission approved the addition of one-half of a full-time equivalent CHP officer position in the amount of $78,751 at its July 2011 meeting. DISCUSSION: • • The current CHP agreement amount for CHP overtime superv1s1on is $336,694 • over the three-year term. This agreement expires on June 30, 2013, and staff is seeking approval for a new agreement with CHP for another three-year term. This Agenda Item 7G 109 • • • agreement will initially consist of the following elements: 1-215 Central construction officer overtime hours, 1-21 5 Central construction dispatch overtime hours, general officer overtime hours, and funding for one-half of a full-time equivalent CHP officer position. SANBAG's current CHP overtime agreement, which includes funding for the other half of a full-time equivalent, still has another two fiscal years remaining before it expires. Staff coordinated with the CHP to develop an estimate for the incremental CHP time and corresponding costs needed to support general overtime and overtime needed to support construction projects. The agreement provides for a maximum of 1 ,451 overtime hours for FY 2013/14, 1 ,374 overtime hours for FY 2014/15, and 963 overtime hours for FY 201 511 6 at a statewide rate determined each fiscal year by CHP Headquarters, which currently is $79.15 per hour. The total amount of the agreement for both regular FSP overtime and construction FSP overtime shall not exceed $522,515. In the event CHP Headquarters grants a rate increase, the Commission would be required to reimburse the CHP at the new hourly rate, but in· no event shall the total amount exceed the maximum contract amount. Below is a breakdown by fiscal year for hours and annual costs by fiscal year. FY 2013/14 = $183,505 One half of a full-time officer position ( $81 ,932) 926 hours Officer Overtime for the Commission Program ($67,996) 385 hours Officer Overtime for 1-215 Central Construction ($28,271) 140 hours Dispatch Overtime for 1-215 Central Construction ($5,306) FY 2014/15 = $181,375 One half of a full-time officer position ($84,390) 944 hours Officer Overtime for the Commission Program ($69,318) 320 hours Officer Overtime for 1-215 Central Construction ( $23,498) 110 hours Dispatch Overtime for 1-215 Central Construction ($4, 169) FY 2015/16 = $157,635 One half of a full-time officer position ( $86,922) 963 hours Officer Overtime for· the Commission Program ( $70, 713) The funding agreement provides for the reimbursement from the Commission to the CHP of those reasonable overtime expenses necessary to support the FSP program and FSP service supporting the 1-215 Central construction project. An Inland CHP Lieutenant Commander provides direct supervision of the dedicated FSP officers and reviews and approves their reimbursed overtime expenses. Auditing of these reimbursable expenses is performed both at the local CHP division level and at the state level by the FSP liaison contracts unit. Upon approval of this item, $183,504.92 will be included in the proposed FY 2013/14 FSP program budget for the new CHP agreement. Agenda Item 7G 110 Financial Information • In Fiscal Year Budget: N/A Year: FY 2013/14 Amount: $183,505 N/A FY 2014/15 + $339,010 Source of Funds: SAFE Budget Adjustment: I N/A N/A GL/Project Accounting No.: 1201 45 81016 Fiscal Procedures Approved: ~~~ I Date: I 01/22/13 Attachment: Draft Agreement No. 13-45-074-00 • • Agenda Item 7G 1 1 1 • • • FUNDING AGREEMENT BETWEEN Agreement No. 13-45-074-00 CHP # 12R061XXX DEPARTMENT OF CALIFORNIA HIGHWAY PATROL AND RIVERSIDE COUNTY SERVICE AUTHORITY FOR FREEWAY EMERGENCIES This Agreement, made and entered into this 1st day of July 2013, by and between the California Highway Patrol, hereinafter called the CHP, and the Riverside County Transportation Commission hereinafter called the RCTC, acting in its capacity as the Riverside County Service Authority for Freeway Emergencies. GENERAL INFORMATION: This Agreement pertains to the overtime supervision and operation of a Freeway Service Patrol (FSP) program in Riverside County. Section 2401 of the California Vehicle Code (CVC) states that the Commissioner of the CHP shall make adequate provisions for patrol of the highways at all times of the day and night. This section is interpreted to mean that the Commissioner is given broad discretion in determining the means of providing adequate patrol, including the use of Riverside County FSP vehicles . Section 21718(a)(7) of the CVC is a provision which specifically allows the CHP to be responsible for FSP stopping on freeways for the purpose of rapid removal of impediments to traffic. The RCTC has the ability to provide local matching funds as required by state Budget Change Proposal (BCP) for FSPs on freeways within Riverside County, which qualified the county to participate in the state FSP program. Riverside County FSP will assist in transportation system management efforts, provide traffic congestion relief, and expedite the removal of freeway impediments, all of which will have the added benefit of improving air quality. TERMS AND CONDITIONS A. GENERAL PROVISIONS 1. The Riverside County FSP program is intended to be funded with revenues derived from Safe and BCP funds for the day to day contractor operation. In addition to this, it is necessary to fund a half-time officer position and CHP overtime for operator field supervision, administrative duties, and other field duties required to maintain the expected high level of FSP operational service . 17336.00002\7733913.3 1 112 2. Agreement No. 13-45-074-00 CHP # 12R061XXX This Agreement may only be amended by mutual written consent of the parties hereto. 3. The term of this agreement is from July 1, 2013, to June 30, 2016. 4. The Coordinators of this agreement are shown below: 5. 17336.00002\7733913.3 a) Riverside County Transportation Commission Brian Cunanan, Program Manager P.O. Box 12008 Riverside, California 92502-2208 (951) 787-7141 b) California Highway Patrol Research and Planning Section Lori Gong, Statewide FSP Program Manager P. 0. Box 942898 Sacramento, CA 94298-0001 (916) 843-3340 The coordinators during the term of this Agreement may be changed by advance written notice without the necessity of an amendment to this Agreement. The RCTC agrees to reimburse the CHP in accordance with the following schedule: Fiscal Year 2013/2014: One half of a full-time officer position at an estimated monthly salary rate of $6,827.67 for a total of $81,932. 1,311 hours of available officer overtime at an estimated hourly rate of $73.43, for a total of $96,267. 140 hours of available public safety dispatcher II overtime at an estimated hourly rate of $37.90, for a total of $5,306. Fiscal Year 2014/2015: One half of a full-time officer position at an estimated monthly salary rate of $7,032.50 for a total of $84,390. 1 ,264 hours of available officer overtime at an estimated hourly rate of $73.43, for a total of $92,816. 2 113 • • • • • • Agreement No. 13-45-074-00 CHP # 12R061XXX 110 hours of available public safety dispatcher II overtime at an estimated hourly rate of $37.90, for a total of $4,169. Fiscal Year 2015/2016: One half of a full-time officer position at an estimated monthly salary rate of $7,243.50, for a total of $86,922. 963 hours of available officer overtime at an estimated hourly rate of $73.43, for a total of $70,713. 6. Amounts payable to the CHP by the RCTC for costs incurred pursuant to this Agreement may be utilized over several fiscal years, and need not be utilized in a single fiscal year by the CHP, so long as the total amount payable under this Agreement is not exceeded. 7. It is understood by both parties that rate increases in salary and benefits are governed by collective bargaining agreements and/or statute and that no advance notification is necessary prior to implementing the increased rates. In the event the CHP is granted a rate increase, the RCTC agrees to reimburse the CHP at the new rate, but in no event shall the total amount exceed $522,515 . 8. 9. 17336.00002\7733913.3 Neither the CHP nor any of its officers, agents or employees shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the RCTC under or in connection with any work, authority, or jurisdiction delegated to the RCTC under this Agreement. Pursuant to Government Code Section 895.4, the RCTC shall fully. indemnify and hold the CHP harmless from any liability imposed for injury (as defined by Government Code Section 81 0.8) occurring by reason of anything done or omitted to be done by the RCTC under or in connection with any work, authority, or jurisdiction delegated to the RCTC under this Agreement and for which the RCTC would otherwise be liable. Neither the RCTC nor any of its board members, officers, employees, agents, or representatives shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by the CHP under or in connection with any work, authority, or jurisdiction delegated to the CHP under this Agreement. Pursuant to Government Code Section 895.4, the CHP shall fully indemnify and hold the RCTC harmless from any liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done 3 114 Agreement No. 13-45-074-00 CHP # 12R061XXX by the CHP under or in connection with any work, authority, or • jurisdiction delegated to the CHP under this Agreement and for which the CHP would otherwise be liable. 10. Notwithstanding any other provision of this Agreement, the CHP, its officers, agents or employees are not liable to the RCTC for any claim based on negligence of an FSP operator/FSP contractor or for any other claim not based on a negligent act or omission of the CHP. The general principles of equitable indemnity have been considered and are expressly excluded. The RCTC agrees that, notwithstanding any other provision of this Agreement, no claim for indemnity or contribution will be made unless the accident was caused by affirmative negligence of the CHP. The RCTC will include, in its agreements with its FSP operators/FSP contractors, a provision requiring such operators/contractors to agree to indemnify the CHP for any claim made against the CHP based on Government Code Section 815.2 or 815.4 and arising out of the negligence or alleged negligence of the FSP operator/contractor. 11. Notwithstanding any other provision of this Agreement, the RCTC, its members, officers, agents and employees are not liable to the CHP for any claim based on the negligence of any • FSP operator/FSP contractor or for any other claim not based on a negligent act or omission of the RCTC. The general principles of equitable indemnity have been considered and are expressly excluded. The CHP agrees that, notwithstanding any other provision of this Agreement, no claim for indemnity or contribution will be made unless the accident was caused by the affirmative negligence of the RCTC. B. RCTC RESPONSIBILITIES: 1. The RCTC shall reimburse the CHP for those reasonable overtime expenses necessary to support the Riverside County FSP operations as outlined in paragraph 5 of Section A C. CHP RESPONSIBILITIES: 1. The CHP has assigned and staffed for supervision of the Riverside County FSP with two full-time traffic officers. The level of supervision conducted by the CHP under this agreement shall be at the discretion of the CHP. 2. 17336.00002\7733913.3 All personnel providing services shall be state employees under the sole discretion, supervision, and regulation of the CHP. Said 4 115 • • • • 3. Agreement No. 13-45-074-00 CHP # 12R061XXX personnel shall work out of the appropriate CHP facilities as designated by the CHP. At no time shall any state employee assigned to the Riverside County FSP program be considered employees, agents, officials, or volunteers of the RCTC. The CHP overtime duties shall include but not be limited to: a) The daily field supervision of FSP operators. b) Investigating complaints from the public regarding a Riverside County FSP contractor or operator. c) Performing all necessary driver license and background checks on all Riverside County FSP operators. d) Inspecting all tow trucks on a periodic basis. e) Performing necessary daily project field supervision, program management and the oversight of the quality of the contractors' services. f) Providing training to all Riverside County FSP contractors and operators . g) Reviewing and verifying all FSP contractor's billing prior to RCTC payment. h) Providing representation for the FSP Technical Committee. D. DISPUTES: 1. 17336.00002\7733913.3 In the event of any dispute arising out of or relating to this Agreement, the parties shall attempt, in good faith, to promptly resolve the dispute mutually between themselves. Pending resolution of such dispute, the CHP shall continue without delay to carry out all its responsibilities under this Agreement unless the Agreement is otherwise terminated in accordance with the Termination provisions herein. The RCTC shall not be required to make payments for any services that are the subject of this dispute resolution process until such dispute has been mutually resolved by the parties. If the dispute cannot be resolved within 15 calendar days of initiating such negotiations or such other time period as may be mutually agreed to by the parties in writing, either party may pursue its available legal and equitable remedies, pursuant to the laws of the State of California. Nothing in this Agreement or provision shall constitute a waiver of any of the government claim 5 116 Agreement No. 13-45-074-00 CHP # 12R061XXX filing requirements set forth in Title 1, Division 3.6, of the California • Government Code or as otherwise set forth in local, state, and federal law. E. TERMINATION: 1. Either party reserves the right to terminate this Agreement without cause upon ninety (90) days written notice to the other party, or immediately in the event of a material breach. In the event of termination, the CHP shall be paid for all allowable costs incurred up to the date of termination, including non cancelable obligations. F. RETENTION OF RECORDS/AUDITS: 1. 17336.00002\7733913.3 The contracting parties hereto shall be subject to the examination and audit of the State for a period of three (3) years after final payment under this Agreement. In addition, the RCTC and the CHP may be subject to the examination and audit by representatives of either party. The examination and audit shall be confined to those matters connected with the performance of the contract including, but not limited to the costs of administering the contract. The RCTC and the CHP agree to allow the auditor(s) , access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. [Signatures on following page] 6 117 • • • • • Agreement No. 13-45-074-00 CHP # 12R061XXX RIVERSIDE COUNTY TRANSPORTATION COMMISSION Karen Spiegel, Chair Date APPROVED AS TO FORM: Best Best & Krieger LLP General Counsel DEPARTMENT OF CALIFORNIA HIGHWAY PATROL T. L. Anderson, Assistant Chief Administrative Services Division Date 17336.00002\7733913.3 7 118 • AGENDA ITEM 8 • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: TO: FROM: THROUGH: SUBJECT: February 13, 2013 Riverside County Transportation Commission Shirley Medina, Programming and Planning Manager Anne Mayer, Executive Director Measure A Western County Highway Agreement with City of Murrieta for Interstate 1 5/Los Alamos Road Bridge STAFF RECOMMENDA TJON: This item is for the Commission to: 1) Approve Agreement No. 13-31-053-00 with the city of Murrieta for Measure A funding of $2.9 million for the Interstate 15/Los Alamos Bridge project; and 2) Authorize the Chair, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND JNFORMA TION: At its October 2012 meeting, the Commission approved programming up to $3.5 million of Proposition State-Local Partnership Program (SLPP) Formula funds to fill a funding gap for the 1-15/Los Alamos Bridge project in the city of Murrieta. Subsequently, the city received approval by the California Transportation Commission for $1 million of SLPP Competitive funding. Therefore, the Commission's commitment for SLPP Formula funds is $2.5 million. The Commission also previously committed 2009 Measure A Western County highway funding in the amount of $2.9 million, specifically for the construction phase, as the 1-1 5/Los Alamos project is part of the overall 1-1 5 improvements identified in the Measure A Highway program of projects. This project consists of replacing the existing structure at Los Alamos Road and 1-1 5 with a new four-lane overcrossing, including sidewalks, and will widen the existing approaches to accommodate the new structure. The new construction will consist of the erection of two new bridges on either side of the existing . overcrossing and then the demolition and reconstruction of the center span to complete the new four-lane overcrossing . Agenda Item 8 119 I The current funding is as follows: Measure A $2.9 million SLPP Formula $2.5 million SLPP Competitive $1 .0 million City funds $3.5 million Total $9.9 million The 1-1 5/ Los Alamos Bridge project is scheduled to begin construction in spring 2013. Financial Information In Fiscal Year Budget: Yes Year: FY 2012/13 Amount: $2,000,000 FY 2013/14 $ 900,000 Source of Funds: 12009 Measure A Western County Highway Budget Adjustment: I N/A GL!Project Accounting No.: 003036813010000000002613181301 Fiscal Procedures Approved: ~~ J Date: I 01/29/13 Attachment: Agreement with City of Murrieta Agenda Item 8 120 • I • • • • • 1. Agreement No. 13-31-053-00 AGREEMENT FOR THE FUNDING OF MEASURE A WESTERN COUNTY HIGHWAY WITH THE CITY OF MURRIETA Parties and Date. 1.1 This Agreement is executed and entered into this_ day of , 2013, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("RCTC") and CITY OF MURRIETA ("City"). RCTC and City are sometimes collectively referred to herein as the "Parties". 2. Recitals. 2.1 RCTC is a county transportation commission created and existing pursuant to California Public Utilities Code Sections 130053 and 130053.5. 2.2 On November 5, 2002 the voters of Riverside County approved Measure A authorizing the collection of a one-half percent (1/2%) retail transactions and use t~x to fund transportation programs and improvements within the County of Riverside, and adopting the Riverside County Transportation Improvement Plan (the "Plan"). 2.3 The Plan establishes funding for any improved Regional Arterial System to be funded by a mix of measure A and Transportation Uniform Mitigation Fees (TUMF) revenues . 2.4 Pursuant to Public Utility Code Sections 240000 et seq., RCTC is authorized to allocate the proceeds of the Measure A tax in furtherance of the Plan. 2.5 RCTC intends, by this Agreement, to distribute Measure A Western County Highway Funds ("Funds"), subject to the conditions provided herein, and to participate in the joint development of the Project, as defined herein. 3. Terms. 3.1 Description of Work. This Agreement is intended to distribute Funds to the City for the Interstate 15 Los Alamos Interchange Overcrossing ("the Work"). The Work, including a timetable and a detailed scope ofwork, is more fully described in Exhibit "A" attached hereto and, pursuant to Section 3.15 below, is subject to modification as requested by the City and approved by RCTC. The Work shall be consistent with one or more ofthedefined RCTC Call for Projects phases detailed herein as follows: 1) P A&ED -Project Approvals & Environmental Document 2) PS&E-Plans, Specifications and Estimates 3) R/W-Right of Way Acquisition and Utility Relocation 4) CONS -Construction 17336.00001\7675044.4 121 It is understood and agreed that the City shall expend Funds only as set forth in this Agreement and only for the Work. To this end, any use of funds provided pursuant to this Agreement shall be subject to the review and approval ofRCTC. • 3.2 RCTC Funding Amount. RCTC hereby agrees to distribute to the City, on the terms and conditions set forth herein, a sum not to exceed Two Million Nine Hundred Thousand Dollars ($2,900,000), to be used exclusively for reimbursing the City 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 Funds in excess of the maximum authorized in this section. 3.2.1 Eligible Work Costs. The total Work costs ("Total Work Cost") may include . the following items, provided that such items are included in the scope of work attached as Exhibit "A": (1) City and/or consultant costs associated with direct Work coordination and support; (2) funds expended in preparation of preliminary engineering studies; (3) funds expended for preparation of environmental review documentation for the Work; (4) all costs associated with right-of-way acquisition, including right-of-way engineering, appraisalr acquisition, legal costs for condemnation procedures if authorized by the City, and costs of reviewing appraisals and offers for property acquisition; (5) costs reasonably incurred if condemnation proceeds; (6) costs incurred in the preparation of plans, specifications, and estimates by City or consultants; (7) City costs associated with bidding, advertising and awarding of the Work contracts; (8) construction costs, including change orders to construction contract approved by the City; and (9) construction management, field inspection and material testing costs. 3.2.2 Ineligible Work Costs. The Total Work Cost shall not include the following .• items which shall be borne solely by the City without reimbursement: (1) City administrative costs; (2) City costs attributed to the preparation of invoices, billings and payments; (3) any City fees attributed to the processing of the Work; and (4) expenses for items of work not included within the scope of work in Exhibit "A". 3.2.3 Increases in Work Funding. The Funding Amount may, in RCTC's sole discretion, be augmented with additional Funds. Any such increase in the Funding Amount must be approved in writing by RCTC's Executive Director. No such increased funding shall be expended to pay for any Work already completed. For purposes of this Agreement, the Work or any portion thereof shall be deemed complete upon its acceptance by RCTC's Executive Director. 3.2.4 No Funding for Temporary Improvements. Only segments or components of the Work that are intended to form part of or be integrated into the Work may be funded by Funds. No improvement which is temporary in nature, including but not limited to temporary roads, curbs, or drainage facilities, shall be funded with Funds except as needed for staged construction of the Work. 3.3 City's Funding Obligation to Complete the Work. In the event that the Funds allocated to the Work represent less than the total cost of the Work, the City shall provide such additional funds as may be required to complete the Work as described in Exhibit "A". 17336.00001\7675044.4 2 122 • • • • 3.3.1 City's Obligation to Repay Funds to RCTC. In the event that: (i) the City, for any reason, determines not to proceed with or complete the Work; or (ii) the Work is not timely completed, subject to any extension of time granted by RCTC pursuant to Section 3.15; the City agrees that any Funds that were distributed to the City for the Work shall be repaid in full to RCTC . The Parties shall enter into good faith negotiations to establish a reasonable repayment schedule and repayment mechanism which may include, but is not limited to, withholding of Measure A Local Streets and Roads revenues. The City acknowledges and agrees that RCTC shall have the right to withhold any Measure A Local Streets and Roads revenues due the City, in an amount not to exceed the total of the funds distributed to the City, and/or initiate legal action to compel repayment, if the City fails to repay RCTC within a reasonable time period not to exceed 180 days from receipt of written notification from RCTC that repayment is required. 3.3.2 City's Local Match Contribution. The City shall provide at least Three Million, Five Hundred Thousand doUars ($3,500,000) of funding toward the Work, as shown in Exhibit "A". 3.4 Work Responsibilities of the City. The City shall be responsible for the following aspects of the Work, in compliance with state and federal law provided that such items are included in the Project scope of work attached as Exhibit "A": (i) development and approval of plans, specifications and engineer's estimate (PS&E), environmental clearance, right of way acquisition, and obtaining all permits required by impacted agencies prior to commencement of the Work; (ii) all aspects of bidding, awarding, and administration ofthe contracts for the Work; (iii) all construction management of any construction activities undertaken in connection with the Work, including· survey and material testing; and (iv) development of a budget for the Work prior to award of any contract for the Work, taking into consideration available funding, including Funds . 3.5 Term/Notice of Completion. The term of this Agreement shall be from the date first herein above written until: (i) the date RCTC formaUy accepts the Work as complete, pursuant to Section 3.2.3; (ii) termination of this Agreement pursuant to Section 3.9; or (iii) the City has fully satisfied its obligations under this Agreement including full repayment of Funds to RCTC as provided herein". AU applicable indemnification provisions ofthis Agreement shall remain in effect following the expiration or termination of this Agreement. 3.6 RepreSentatives of the Parties. RCTC's Executive Director, or his or her designee, shall serve as RCTC's representative and shall have the authority to act on behalf ofRCTC for all purposes under this Agreement. _ The City hereby designates Pat Thomas, Director of Public Works/City Engineer, or his or her designee, as the City's representative to RCTC. The City's representative shall have the authority to act on behalf of the City for all purposes under this Agreement and shaU coordinate aU activities of the Work under the City's responsibility. The City shall work closely and cooperate fully with RCTC's representative and any other agencies which may have jurisdiction over or an interest in the Work. 3.7 Expenditure of Funds by City Prior to Execution of Agreement. Nothing in this Agreement shall be construed to prevent or preclude the City from expending funds on the Work prior to the execution of the Agreement, or from being reimbursed by RCTC for such expenditures. However, the City understands and acknowledges that any expenditure of funds on the Work prior to 17336.00001\7675044.4 3 .. 123 the execution of the Agreement is made at the City's sole risk, and that some expenditures by the City may not be eligible for reimbursement under this Agreement. 3.8 Review of Services. The City shall allow RCTC's Representative to inspect or review the progress of the Work at any reasonable time in order to determine whether the terms of this Agreement are being met. 3. 9 Termination. This Agreement may be terminated for cause or convenience as further specified below. 3.9.1 Termination for Convenience. 3.9.1.1 Notice. Either RCTC or the City may, by written notice to the other party, terminate this Agreement, in whole or in part, for convenience by giving thirty (30) days' written notice to the other party of such termination and specifying the effective date thereof. 3.9.1.2 Effect of Termination for Convenience. In the event that the City terminates this Agreement for convenience, the City shall, within 180 days, repay to RCTC in full all Funds provided to the City under this Agreement. In the event that RCTC terminates this Agreement for convenience, RCTC shall, within 90 days, distribute to the City Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination; provided, however, that RCTC shall be entitled to exercise its rights under Section 3.14.2, including but not limited to conducting a review of the invoices. and requesting additional information. This Agreement shall terminate upon re~eipt by the non- terminating party of the amounts due it under this Section 3.9.1.2. 3.9.2 Termination for Cause. 3.9.2.1 Notice. Either RCTC or the City may, by written notice to·the other party, terminate this Agreement, in whole or in part, in response to a material breach hereof by the other party, by giving written notice to the other party of such termination and specifying the effective date thereof. The written notice shall provide a 30 day period to cure any alleged breach. During the 30 day cure period, the Parties shall discuss, in good faith, the manner in which the breach can be cured. 3.9.2.2 Effect ofTermination for Cause. In the event that the City terminates this Agreement in response to RCTC's uncured material breach hereof, RCTC shall, within 90 days, distribute to the City Funds in an amount equal to the aggregate total of all unpaid invoices which have been received from the City regarding the Work at the time of the notice of termination. In the event that RCTC terminates this Agreement in response to the City's uncured material breach hereof, the City shall, within 180 days, repay-to RCTC in full all Funds provided to the City under this Agreement. Notwithstanding termination of this Agreement by RCTC pursuant to this Section 3.9.2.2, RCTC shall be entitled to exercise its rights under Section 3.14.2, includjPg but not limited to conducting a review of the invoices and requesting additional information. This Agreement shall terminate upon receipt by the non-terminating party of the amounts due it under this Section 3.9.2.2. 3.9.3 Cumulative Remedies. The rights and remedies of the Parties provided in this • • Section are in addition to any other rights and remedies provided by law or under this Agreement. • 17336.00001\7675044.4 4 124 • • 3.1 0 Prevailing Wages. The City and any other person or entity hired to perform services on the Work are alerted to the requirements of California Labor Code Sections 1770 et seg., which would require the payment of prevailing wages were the services or any portion thereof determined to be a public work, as defined therein. The City shall ensure compliance with these prevailing wage requirements by any person or entity hired to perform the Work. The City shall defend, indemnifY, . and hold harmless RCTC, its officers, employees, consultants, and agents from any claim or liability, including without limitation attorneys, fees, arising from its failure or alleged failure to comply with California Labor Code Sections 1770 et seg. 3.11 Progress Reports. RCTC may request the City to provide RCTC with progress reports concerning the status of the Work and/or the Project. 3.12 Indemnification. 3.12.1 City Responsibilities. In addition to the indemnification required under Section 3.1 0, the City agrees to indemnifY and hold harmless RCTC, its officers, agents, consultants, and employees from any and all claims; demands, causes of action, costs, expenses, losses, damages or injuries, in law or in equity, to property or persons, including wrongful death, or liability in any manner arising from or connected with all activities governed by this Agreement including all design and construction activities, due to any act of the City or its subcontractors whatsoever, regardless of fault, including negligent acts, errors or omissions or willful misconduct of City, its officials, officers, employees, agents, consultants, and contractors arising out of or in connection with the performance of the Work, the Project or this Agreement, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses. City shall defend, at City'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, its directors, officials, officers, agents, consultants and employees. City shall pay and satisfY any judgment, award or decree that may be rendered against RCTC or its directors, officials, officers, agents, consultants and employees, in any such suit, action or other legal proceeding. City shall reimburse RCTC and its directors, officials, officers, agents, consultants and employees for any and all legal expenses and costs, except that caused by the sole negligence of RCTC. City will reimburse RCTC for any expenditures, including reasonable attorneys' fees, incurred by each of them in connection therewith or in enforcing the indemnity herein provided. City's obligation to indemnifY shall not be restricted to insurance proceeds, if any, received by RCTC or its directors, officials, officers, agents, consultants, and employees. City's obligation to indemnifY and defend RCTC shall survive expiration or termination of this Agreement. 3.12.2 City Consultants. City shall, in all of its contracts for the Work to be funded under this Agreement, in whole or in part, require that RCTC be added as an indemnified party under City's standard indemnification clause in such contracts. 3.12.2 Effect of Acceptance. The City shall be responsible for the professional quality, technical accuracy and the coordination of any services provided to complete the Work. RCTC's review, acceptance or funding of any services performed by the City or any other person or entity under this agreement shall not be construed to operate as a waiver of any rights RCTC may hold under this Agreement or of any cause of action arising out of this Agreement. Further, the City • 17336.00001\7675044.4 5 .. 125 shall be and remain liable to RCTC, in accordance with applicable law, for all damages to RCTC caused by the City's performance of this Agreement or supervision of any services provided to complete the Work. 3.13 Insurance. The City shall require, at a minimum, all persons or entities hired to perform the Work to obtain, and require their subcontractors to obtain, insurance of the types and in . the amounts described below and satisfactory to the City and RCTC. Such insurance shall be maintained throughout the term of this Agreement, or until completion of the Work, whichever occurs last. 3.13.1 Commercial General Liability Insurance. Occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than $2,000,000.00 per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Work or be no less than two times the occurrence limit. Such insurance shall: 3.13.1.1 Name RCTC and City, and their respective officials, officers, employees, agents, and consultants as insured with respect to performance of the services on the Work and shall contain no special limitations on the scope of coverage or the protection afforded to these insured; 3.13 .1.2 Be primary with respect to any insurance or self insurance programs covering RCTC and City, and/or their respective officials, officers, employees, agents, and consultants; and 3.13.1.3 Contain standard separation of insured provisions. 3.13.2 Business Automobile Liability Insurance. Business automobile liability insurance or equivalent form with a combined single limit of not less than $1,000,000.00 per occurrence. Such insurance shall include coverage for owned, hired and non-oWned automobiles. 3.13 .3 Professional Liability Insurance. Errors and omissions liability insurance with a limit of not less than $1,000,000.00 Professional liability insurance shall only be required of design or engineering professionals. 3.13. 4 Workers' Compensation Insurance. Workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than $1,000,000.00 each accident. 3.14 Procedures for Distribution of Funds to City. 3.14.1 Initial Payment by the City. The City shall be responsible for initial payment of all the Work costs as they are incurred. Following payment of such Work costs, the City shall submit invoices to RCTC requesting reimbursement of eligible Work costs. Each invoice shall be accompanied by detailed contractor invoices, or other demands for payment addressed to the City, and documents evidencing the City's payment of the invoices or demands for payment. The City shall submit invoices not more often than monthly and not less often than quarterly. 17336.00001\7675044.4 6 .. 126 • • • • • • 3.1 4.2 Review and Reimbursement by RCTC. Upon receipt of an invoice from the City, RCTC may request additional documentation or explanation of the Work costs for which reimbursement is sought. Undisputed amounts shall be paid by RCTC to the City within thirty (30) days. In the event that RCTC disputes the eligibility of the City for reimbursement of all or a portion of an invoiced amount, the Parties shall meet and confer in an attempt to resolve the dispute. If the meet and confer process is unsuccessful in resolving the dispute, the City may appeal RCTC's decision as to the eligibility of one or more invoices to RCTC's Executive Director. The City may appeal the decision of the Executive Director to the full RCTC Board, the decision of which shall be final. Additional details concerning the procedure for the City's submittal of invoices to RCTC and RCTC's consideration and payment of submitted invoices are set forth in Exhibit "C", attached hereto. 3.14.3 Funding Amount/Adjustment. If a post Work audit or review indicates that RCTC has provided reimbursement to the City in an amount in excess of the maximum Funds provided for in section 3.2 of this Agreement, or has provided reimbursement of ineligible Work costs, the City shaH reimburse RCTC for the excess or ineligible payments within 30 days of notification by RCTC. 3.15 Work Amendments. Changes to the characteristics of the Work, including the deadline for Work completion, and any responsibilities of the City or RCTC may be requested in writing by the City and are subject to the approval ofRCTC's Representative, which approval will not be umeasonably withheld, provided that extensions oftime for completion ofthe Work shall be approved in the sole discretion of RCTC's Representative. Nothing in this Agreement shall be construed to require or allow completion of the Work without full compliance with the California Environmental Quality Ad (Public Resources Code Section 21000 et seq.; "CEQA") and the National Environmental Policy Act of 1969 ( 42 USC 4231 et seq.), but the necessity of compliance with CEQA and NEPA shall not justifY, excuse, or permit a delay in completion of the Work. 3.16 Conflict oflnterest. For the term ofthis Agreement, no member, officer or employee of the City or RCTC, during the term of his or her service with·the City or RCTC, as the case may be, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.17 Limited Scope of Duties. RCTC's and the City's duties and obligations under this Agreement are limited to those described herein. RCTC has no obligation with respect to the safety of any Work performed at a job site. In addition, RCTC shall not be liable for any action of City or its contractors relating to the condemnation of property undertaken by City or construction related to the Work. 3.18 Books and Records. Each party shall maintain complete, accurate, and clearly identifiable records with respect to costs incurred for the Work under this Agreement. They shall make available for examination by the other party, its authorized agents, officers or employees any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to the other party pursuant to this Agreement. Further, each party shall furnish to the other party, its agents or employees such other evidence or information as they may require with respect to any such expense or disbursement charged by them. All such information shall be retained by the Parties for at least 17336.00001\7675044.4 7 127 three (3) years following termination of this Agreement, and they shaJI have access to such information during the three-year period for the purposes of examination oraudit. 3.19 Egual Opportunity Employment. The Parties represent that they are equal opportunity • employers and they shall not discriminate against any employee or applicant of reempl<;>yment 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. 3.20 Governing Law. This Agreement shall be governed by and construed with the laws of the State of California. 3.21 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. 3.22 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.23 Headings. Article and Section Headings, paragraph captions or marginal headings contained in this Agreement are for convenience only and shall have no effect in the construction or interpretation of any provision herein. 3.24 Notification; All notices hereunder and communications regarding interpretation of the terms of the Agreement or changes thereto shall be provided by the mailing thereofby registered or certified mail, return receipt requested, postage prepaid and addressed as follows: • City of Murrieta I Town Square Murrieta, CA 92562 ATTN: City Manager RCTC Riverside County Transportation Commission 4080 Lemon Street, Third Floor Mailing address: P.O. Box 12008 Riverside, CA 92502 A T1N: Executive Director - _ Any notice so-given shall be considered served on the other party three (3) days after deposit in the U ~s. mail, first class postage prepaid, return receipt requested, and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred regardless of the method of service. 3.25 Conflicting Provisions. In the event that provisions of any attached appendices or exhibits conflict in any way with the provisions set forth in this Agreement, the language, terms and conditions contained in this Agreement shall control the actions and obligations of the Parties and the interpretation of the Parties' understanding concerning the performance of the Services. 3.26 Contract Amendment. In the event that the Parties determine that the provisions of this Agreement should . be altered, the Parties may execute a contract _amendment to add any provision to this Agreement; or delete or amend any provision of this Agreement. All-such contract • 17336.00001\7675044.4 8 -128 • • • amendments must be in the form of a written instrument signed by the original signatories to this Agreement, or their successors or designees. 3.27 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any previous agreements or understandings. 3.28 No Waiver. Failure ofRCTC 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. 3.29 Validity of Agreement. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 3.30 Independent Contractors. Any person or entities retained by the City or any contractor shall be retained on an independent contractor basis and shall not be employees of RCTC. Any personnel performing services on the Work shall at all times be under the exclusive direction and control of the City or contractor, whichever is applicable. The City or contractor shall pay all wages, salaries and other amounts due such personnel in connection with their performance of services on the Work and as required by law. The City or consultant shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance and workers' compensation insurance. 3.31 Survival. All rights and obligations hereunder that by their nature are to be performed after any expiration or termination of this Agreement shall survive any such expiration or termination. 3.32 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.3 3 Compliance With State/Federal Funding Requirements. If state and/or federal fimds are used to fund the Project, City shall~ in carrying out the Work, comply with all applicable requirements related to any such state and/or federal funding sources allocated to the Project. 3.33 Counterparts. ThisAgreement may be signed in counterparts, each of which shall constitute an original. [Signatures on following page) 17336.00001\7675044.4 9 .. 129 SIGNATURE PAGE TO AGREEMENT FOR THE FUNDING OF MEASURE A WESTERN COUNTY HIGHWAY IMPROVEMENTS RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: By: Karen Spiegel, Chair · e County ..... ~I.JJQ· ation Commission 17336.00001\7675044.4 10 130 CITY OF MURRIETA By: Rick Gibbs, Mayor ATTEST: A. Kay Vinson, City Clerk APPROVED AS TO FORM: By: Leslie E. Devaney, City Attorney • • • • • • EXHIBIT "A" SCOPE OF WORK, FUNDING AND TIMETABLE SCOPE OF WORK: Replace the existing structure at Los Alamos Road and Interstate 15 with a new four lane overcrossing including sidewalks and widen the existing approaches to accommodate the new structure. The new construction will consist of the erection of two new bridges on either side of the existing overcrossing and then the demolition and reconstruction of the center span to complete the new four lane overcrossing. The project will include all necessary signing and striping. Limits ofwork to be Los Alamos Road from Madison Avenue to Old Monroe Avenue. FUNDING: IdentifY Measure "A," local, state and/or federal funding for each Phase of Work. Delete those Phases which are not part -of this Agreement. PHASE Measure "A" SLPP SLPP LOCAL TOTAL Formula Competitive CONSTRUCTION $2,900,000 $2,500,000 $1,000,000 $3,500,000 $9,900,000 TOTAL $2,900,000 $2,500,000 $1,000,000 $3,500,000 $9,900,000 TIMET ABLE: Provide at a minimum the beginning and ending dates for each phase of work including major milestones within a phase. Construction to begin April 2013 and end in September 2014. Exhibit A 17336.00001\7675044.4 131 • EXHIBIT "A-1" GUIDANCE for COMPLETION OF EXHIBIT A The following list identifies items generally eligible or ineligible for Measure "A" funding reimbursement. In general, all improvements, with the exception of sidewalks, must be within the curbs of the roadway and extend no further than the curb returns at intersections. In addition, all improvements on or connecting to interstate and state route facilities shall be consistent with Caltrans Highway Design Manual standards. Items which are typically considered eligible include: • Asphalt concrete pavement, up to 16' per .lane, to accomplish a 12' travel lane and ancillary treatment and appropriate base materials • Concrete curb and gutter and associated drainage -paved roadway shoulders and swale may be used as a substitute • Class II Bike Lanes • Paved and painted 14' median, may be used as a dual left tum lanes • Traffic signals at intersections with state highways and major arterials • Pavement striping and roadway signing as required. • Items which are not typically considered eligible include: • Portland Cement pavement or other aesthetic pavement types (except at intersections} • Major rehabilitation or overlay of existing pavement in adjacent roadway lanes • Raised Medians • Parking Lanes • Landscaping • Lighting • Class I Bike Lanes • 17336.0000 I \7675044.4 Exhibit A-I 132 • • • 1. 2. 3. 4 . EXHIBIT "C" PROCEDURES FOR SUBMITTAL, CONSIDERATION AND PAYMENT OF INVOICES RCTC recommends that the City incorporate Exhibit "C-1" into its contracts with any subcontractors to establish a standard method for preparation of invoices by contractors to the City and ultimately to RCTC for reimbursement of City contractor costs. Each month the City shall submit an invoice for eligible Work costs incurred during the preceding month. The original invoice shall be submitted to RCTC's Executive Director with a copy to RCTC's Project Coordinator. Each invoice shall be accompanied by a cover letter in a format substantially similar to that of Exhibit "C-2". Each invoice shall include documentation from each contractor used by the City for the Work, listing labor costs, subcontractor costs, and other expenses. Each invoice shall also include a monthly progress report and spreadsheets showing the hours or amounts expended by each contractor or consultant for the month and for the entire Work to date. Samples of acceptable task level documentation and progress reports are attached as Exhibits "C-4" and "C-5". All documentation from the City's contractors should be accompanied by a cover letter in a format substantially similar to that of Exhibit "C-3". If the City is seeking reimbursement for direct expenses incurred by City staff for eligible Work costs, the City shall detail the same level of information for its labor and any expenses in the same level of detail as required of contractors pursuant to Exhibit "C" and its attachments. 5. Charges for each task and milestone listed in Exhibit "A" shall be listed separately in the mvmce. 6. Each invoice shall include a certification signed by the City Representative or his or her designee which reads as follows: "I hereby certify that the hours and salary rates submitted for reimbursement in this invoice are the actual hours and rates worked and paid to the consultants or contractors listed. Signed ____________________________ __ Title -------------------------------- Date -------------------------------- Invoice No. -------------------------- Exhibit C I 7336.00001\7675044.4 .. 134 7. RCTC will pay the City within 30 days after receipt by the Commission of an invoice. If RCTC disputes any portion of an invoice, payment for that portion will be withheld, without interest, pending resolution ofthe dispute, but the uncontested balance will be paid. • 8. The final payment under this Agreement will be made only after: (i) the City has obtained a Release and Certificate of Final Payment from each contractor or consultant used on the Work; (ii) the City has executed a Release and Certificate ofFinal Payment; and (iii) the City has provided copies of each such Release to RCTC. Exhibit C 17336.00001\7675044.4 135 • • • • • EXHIBIT "C-1" [Sample for Professional Services] For the satisfactory performance and completion of the Services under this Agreement, the City will pay the Contractor com ensation as set forth herein. The total compensation for this ~t&t•e:t~Jtf"0~~~)~:~~~!~~,~~~~~~!~ applicable position] ("Total Compensation"). 1. ELEMENTS OF COMPENSATION. Compensation for the Services will be comprised of the following elements: 1.1 Direct Labor Costs; 1.2 Fixed Fee; and 1.3 Additional Direct Costs. 1.1 DIRECT LABOR COSTS. Direct Labor costs shall be paid in an amount equal to the product of the Direct Salary Costs and the Multiplier which are defined as follows: 1.1.1 DIRECT SALARY COSTS Direct Salary Costs are the base salaries and wages actually paid to the Contractor's personnel directly engaged in performance of the Services under the Agreement. (The range ofhourly rates paid to the Contractor's personnel appears in Section 2 below.) 1.1.2 MuLTIPLIER The Multiplier to be applied to the Direct Salary Costs to determine the Direct Labor Costs is , and is the sum of the following components: 1.1.2.1 Direct Salary Costs 1.1.2.2 Payroll Additives The Decimal Ratio of Payroll Additives to Direct Salary Costs. Payroll Additives include all employee benefits, allowances for vacation, sick leave, and holidays, and company portion of employee insurance and social and retirement benefits, all federal arid state payroll taxes, premiums for insurance which are measured by payroll costs, and other contributions and benefits imposed by applicable laws and regulations. 1.1.2.3 Overhead Costs 17336.00001\7675044.4 Exhibit C-I, page I 136 The Decimal Ratio of Allowable Overhead Costs to the Contractor Firm's Total Direct Salary Costs. Allowable Overhead Costs include general, • administrative and overhead costs of maintaining and operating established offices, and consistent with established firm policies, and as defined in the Federal Acquisitions Regulations, Part 31.2. Total Multiplier (sum of 1.1.2.1, 1.1.2.2, and 1.1.2.3) 1.2 FIXED FEE. 1.2.1 The fixed fee is$ _________ _ 1.2.2 A pro-rata share of the Fixed Fee sha11 be applied to the total Direct Labor Costs expended for services each month, and shall be included on each monthly invoice. 1.3 ADDITIONAL DIRECT COSTS. Additional Direct Costs directly identifiable to the performance of the services of this Agreement shall be reimbursed at the rates below, or at actual invoiced cost. Rates for identified Additional Direct Costs are as follows: Per Diem Car mileage Travel Computer Charges Photocopies Blue line LD Telephone Fax Photographs REIMBURSEMENT RATE l_· insert charges__) $ /day $ /mile .$ /trip $ /hour $ /copy $ /sheet $ /call $ /sheet $ /sheet Travel by air and travel in excess of 100 miles from the Contractor's office nearest to the City's office must have the City's prior written approval to be reimbursed under this Agreement. 17336.00001\7675044.4 Exhibit C-1, page 2 137 .. • • • • • 2 . DIRECT SALARY RATES Direct Salary Rates, which are the range of hourly rates to be used in determining Direct Salary Costs in Section 1.1.1 above, are given below and are subject to the following: 2.1 Direct Salary Rates shall be applicable to both straight time and overtime work, unless payment of a premium for overtime work is required by law, regulation or craft agreement, or is otherwise specified in this Agreement. In such event, the premium portion of Direct Salary Costs will not be subject to the Multiplier defined in Paragraph 1.1.2 above. 2.2 Direct Salary Rates shown herein are in effect for one year following the effective date of the Agreement. Thereafter, they may be adjusted annually to reflect the Contractor's adjustments to individual compensation. The Contractor shall notifY the City in writing prior to a change in the range of rates included herein, and prior to each subsequent change. POSITION OR CLASSIFICATION RANGE OF HOURLY RATES [_sample__} Principal Project Manager Sr. Engineer/Planner Project Engineer/Planner Assoc. Engineer/Planner Technician Drafter/CADD Operator Word Processor $ .00 -$ .00/hour $ .00 -$ .00/hour $ .00 -$ .00/hour $ .00 -$ .00/hour $ .00-$ .00/hour $ .00 -$ .00/hour $ .00 -$ .00/hour $ .00 -$ .00/hour 2.3 The above rates are for the Contractor only. All rates for subcontractors to the Contractor will be in accordance with the Contractor's cost proposal. 3. INVOICING. 3.1 Each month the Contractor shall submit an invoice for Services performed during the preceding month. The original invoice shall be submitted to the City's Executive Director with two (2) copies to the City's Project Coordinator. 3.2 Charges shalJ be biiJed in accordance with the terms and rates included herein, unless otherwise agreed in writing by the City's Representative. 3. 3 Base Work and Extra Work shall be charged separately, and the charges for each task and Milestone listed in the Scope of Services, shall be listed separately. The charges Exhibit C-1; page 3 17336.00001\7675044.4 .. 138 for each individual assigned by the Contractor under this Agreement shall be listed separately on an attachment to the invoice. • 3.4 A charge of $500 or more for any one item of Additional Direct Costs shall be accompanied by substantiating documentation satisfactory to the City such as invoices, telephone logs, etc. 3.5 Each copy of each invoice shaH be accompanied by a Monthly Progress Report and spreadsheets showing hours expended by task for each month and total project to date. 3.6 If applicable, each invoice shall indicate payments to DBE subcontractors or supplies by dollar amount and as a percentage of the total invoice. 3. 7 Each invoice shall include a certification signed by the Contractor's Representative or an officer of the firm which reads as follows: I hereby certifY that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed. Signed Title Date Invoice No. 4. PAYMENT 4.1 The City shall pay the Contractor within four to six weeks after receipt by the City of an original invoice. Should the City contest any portion of an invoice, that portion shall be held for resolution, without interest, but the uncontested balance shall be paid. 4.2 The final payment for Services under this Agreement will be made only after the Contractor has executed a Release and Certificate of Final Payment. 17336.00001\7675044.4 Exhibit C-1, page 4 139 • • • • • EXHIBITC-2 Sample Cover Letter to RCTC Date: Riverside County Transportation Commission 4080 Lemon,Jrd Floor Riverside, ct. 92501 Attention: Executive Director ATTN: Accounts Payable Re: Project Title -Invoice #_ Enclosed for your review and payment approval is the City ofMurrieta's invoice for professional and technical seryices that was rendered by our contractors in connection with the Agreement for the ·~ Funding of Measure A Western County Highway Improvements, Agreement No. 13-31-053-00, effective (Month/Day/Year) . The required support documentation received from each contractor is included as backup to the invoice. Invoice period covered is from Month/Date/Year to Month!bate/Y ear Total Authorized Agreement Amount: Total Invoiced to Date: Total Previously Invoiced: Balance Remaining: Amount due this Invoice: -~· $0,000,000.00 $0,000,000.00 $0,000,000.00 $0,000,000.00 $0,000,000.00 I certify that thehours and salary rates charged in this invoice are the actual hours and rates worked and paid to the contractors listed. By: cc: Name Title 17336.00001\7675044.4 Exhibit C-2 140 Month/Date/Year CITY OF MURRIETA 1 Town Square Murrieta, CA 92562 Attn: Accounts Payable EXHIBIT C-3 Sample Letter from Contractor to the City Invoice# ----- For [type, of services] rendered by [contractor name] in connection with [name of project] This is per agreement No. XX-XX-XXX effective Month/Date/Year . Invoice period covered is from Month/Date/Year to Month/Date/Year Total Base Contract Amount: Authorized Extra Work (if Applicable) TOTAL AUTHORIZED CONTRACT AMOUNT: Total Invoice to Date: Total Previously Billed: Balance Remaining: Amount Due this Invoice: $000,000.00 $000,000.00 $000,000.00 $000,000.00 $000,000.00 $000,000.00 $000,000.00 I certify that the hours and salary rates charged in this invoice are the actual hours and rates worked and paid to the employees listed, By: _______________ _ Name Title 17336.00001\7675044.4 Exhibit C-3 141 • • • EXHIBIT C-4 • SAMPLE TASK SUMMARY SCHEDULE (OPTIONAL-NOT INCLUDED) • • Exhibit C-4 17336.00001\7675044.4 .. 142 REPORTING PERIOD: PROGRESS REPORT: EXHIBITC-5 Sample Progress Report Month/Date/Year to Month/Date/Year #I A. Activities and Work Completed during Current Work Periods B. Current/Potential Problems Encountered & Corrective Action Problems Corrective Action None None C. Work Planned Next Period 17336.00001\7675044.4 Exhibit C-5 143 • • • .. • AGENDA ITEM 9 .. • • l • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 2013 ·~~~~~~-+~~-- TO: Riverside County Transportation Commission ·~~--~--~-+--~-- FROM: Tanya Love, Goods Movement Manager ·~~--~~---+------ THROUGH: Anne Mayer, Executive Director ~~--------~------ SUBJECT: Trade Corridor Improvement Fund Projects -Grade Separations 1.!::::==::::::::::====== STAFF RECOMMENDATION: This item is for the Commission to: 1) Reprogram a total of $13,408,334 in Proposition 1 B Trade Corridor Improvement Fund (TCIF) project savings to the following four grade separation projects: 2) 3) 4) a) $5,065,324 -Avenue 56/Airport Boulevard; b) $746,613 -Clay Street; c) $3,996,397 -Magnolia Avenue/BNSF; d) $3,600,000 -Riverside Avenue; Revise the funding distribution between federal Surface Transportation Program (STP) and Congestion Mitigation and Air Quality (CMAO) funds; Remove $2,626,968 in CMAO funds and replace the same amount with STP funds for the Iowa Avenue grade separation project; and Program $4,349,603 in STP funds to the county of Riverside (County) for the Magnolia Avenue/BNSF grade separation project. BACKGROUND INFORMATION: Proposition 1 B-TCIF Projects In January 2008, the California Transportation Commission (CTC) allocated $1 62.7 million in Proposition 1 B funds, under the TCIF program, to 13 goods movement projects located in Riverside County. Since that time, five TCIF projects have been constructed or are under construction and one project was deleted: • Columbia Avenue (completed); • Iowa Avenue (under construction); • 1-215/Van Buren Blvd. (under construction); • Magnolia Avenue/UP (completed); • • Streeter Avenue (under construction); and Third Street (deleted) . Agenda Item 9 144 A requirement of the TCIF program is that all project sponsors must request the • CTC to allocate the TCIF funds by June 30, 2013, and award a construction contract by December 31, 2013. Several of the completed/allocated TCIF projects incurred project savings estimated at $13,408,334. To help close the funding gap of the unallocated TCIF projects, staff recommends that the TCIF project savings be reprogrammed to the remaining TCIF projects as follows: Additional less TCIF Balance of Potential Source of Project Funding Project Funds Additional Needs Savings Required Funding Avenue 56/Airport $6,858,000 $5,065,324 $1,792,676 CVAG/ Boulevard County Clay Street 1,069,000 746,613 322,387 County Magnolia Avenue/BNSF 8,346,000 3,996,397 4,349,603 STP Riverside Avenue 3,600,000 3,600,000 -0- Total $19,873,000 $13,408,334 $6,464,666 Staff recommends that the required balance of $6,464,666 be programmed through a combination of federal STP funds and local agency funds. Staff discussed the $1,792,676 funding gap on Avenue 56/Airport Boulevard with Coachella Valley Association of Governments' (CVAG) and County staff and the • $322,387 shortfall on the Clay Street project with County staff. Both agencies have indicated the ability to provide the additional funds. CMAQ/STP Funding In 2007, the Commission approved a 25 percent off the top allocation of federal CMAQ and STP funds for Alameda Corridor East (ACE) grade separation projects. Based on the 25 percent allocation, it is estimated that approximately $79,403,041 is available through the two federal funding sources: CMAQ: STP: Total: $48,070,041 31,333,000 $79,403,041 Due to fiscal year programming capacity restrictions and t1m1ng constraints associated with Federal Transportation Improvement Program amendments, staff recommends replacing $2,626,968 of CMAQ funds that was previously allocated by the Commission with STP funds for the Iowa Avenue project. In addition, staff recommends that an additional $4,349,603 in STP funds be allocated to the County for the Magnolia Avenue/BNSF project. As a result of these recommendations for STP funding allocations, there is a $6,341,531 shortfall in • STP funds and a corresponding balance available in CMAQ funds. To resolve the Agenda Item 9 145 • • • programming capacity restrictions and ensure that the TCIF projects move forward, staff recommends that the original CMAO and STP dollar amounts identified in 2007 be adjusted as follows: 2007 Commission 2013 Staff Action Adjustment Recommendation for Adjusted Allocation CMAO $ 48,070,041 $ (6,341,531) $ 41,728,510 STP 31,333,000 6,341,531 37,674,531 Total: $ 79,403,041 $ -0-$ 79,403,041 It should be noted that there is no increase in the total amount of federal funds previously apportioned by Commission action and that only a dollar change in the fund type is requested. Furthermore, approval of the staff recommendations results in the allocation of all available federal CMAO and STP funds for ACE grade separation projects. Summary By reprogramming the Proposition 1 B and CMAO/STP funding, two projects - Riverside Avenue and Magnolia Avenue/BNSF -will be completely funded. The remaining two projects -Avenue 56/Airport Boulevard and Clay Street -will continue to have a funding gap of $1 ,792,676 and $322,387, respectively; however, County and CVAG staff have indicated that these agencies can provide the additional funding. As a result, all 12 TCIF projects will either be completed or have awarded a contract to start construction by December 31, 2013. Financial Impact There is no fiscal impact to the Commission's budget as Proposition 1 B TCIF funds and federal CMAO and STP funds do not flow through the Commission . Agenda Item 9 146