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01 January 31, 2014 Special Commission• • • TIME/DATE: LOCATION: livnde County Tnnportution Commission SPECIAL MEETING AGENDA 9:30 a.m. / Friday, January 31, 2014 Hilton Palm Springs 400 East Tahquitz Canyon Way Palm Springs, California h,,o COMMISSIONERS ..,_ Chair -Marion Ashley Vice Chair -Daryl Busch Second Vice Chair -Scott Matas 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 To Be Appointed I Deborah Franklin, City of Banning Roger Berg I David Castaldo, City of Beaumont Joseph DeConinck I To Be Appointed, City of Blythe Ella Zanowic I Jeff Hewitt, City of Calimesa Mary Craton/ 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/ Ike Bootsma, City of Eastvale Larry Smith / 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 Natasha Johnson, City of Lake Elsinore Scott Mann/ Wallace Edgerton, City of Menifee Tom Owings/ Jesse Molina, City of Moreno Valley Rick Gibbs/ Kelly Bennett, City of Murrieta Berwin Hanna I Kathy Azevedo, City of Norco Jan Harnik I Susan Marie Weber, City of Palm Desert Ginny Foat I Paul Lewin, City of Palm Springs Daryl Busch I Al Landers, City of Perris Ted Weill I Scott Hines, City of Rancho Mirage Steve Adams I Andy Melendrez, City of Riverside Andrew Kotyuk /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 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. COMM-COMM-00033 Tara Byerly From: Tara Byerly Sent: To: Monday, January 27, 2014 1 :08 PM Tara Byerly Cc: Jennifer Harmon Subject: RCTC January 31 Commission Agenda Attachments: Conflict of Interest Memo.pdf; Conflict of Interest Form.pdf Importance: High Good afternoon Commissioners: The Commission Agenda for the meeting scheduled for Friday, January 31 @ 9:30 a.m. is available. Please copy this link: http://www.rctc.org/uploads/media items/januarv-31-2014.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 or concerns. Thank you. Respectfully, Tara S. Byerly Senior Administrative Assistant RCTC 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Riverside County Transportation Commission TO: FROM: DATE: SUBJECT: Riverside County Transportation Commission Jennifer Harmon, Office and Board Services Manager January 27, 2014 Possible Conflicts of Interest -Riverside County Transportation Commission Agenda of January 31, 2014 The January 31, 2014 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 12 months or 3 months following the conclusion from any entity or individual listed. Agenda Item No. SD -Electronic Toll and Traffic Management Systems Integration and Implementation Agreement Consultant(s) Cofiroute USA, LLC Gary Hausdorfer, CEO 20 Pacifica Irvine, CA 92618 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org SPECIAL MEETING AGENDA* *Actions may be taken on any item listed on the agenda 9:30a.m. Friday, January 31, 2014 HILTON PALM SPRINGS 400 East Tahquitz Canyon Way Palm Springs, 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. 2. 3. 4. CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL PUBLIC COMMENTS -Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration . Riverside County Transportation Commission Agenda January 31, 2014 Page 2 5. 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 Jess than 2/3 of the Commission members presentJ adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 6. CALIFORNIA ENVIRONMENTAL QUALITY ACT AND NATIONAL ENVIRONMENTAL POLICY ACT LEGISLATIVE UPDATE Pagel Overview This item is for the Commission to receive and file an update on California Environmental Quality Act (CEQA) modernization legislation. 1. TRANSPORTATION UNIFORM MITIGATION FEE REGIONAL ARTERIAL PROGRAM FUNDS FOR THE PERRIS BOULEVARD WIDENING PROJECT Page9 Overview This item is for the Commission to: 1) Approve the request from the city of Moreno Valley (Moreno Valley) for $3 million in Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program funds for the construction of the Perris Boulevard widening project, Ironwood Avenue to Manzanita Avenue; 2} Approve Agreement No. 06-72-041-03, Amendment No. 3 to Agreement No. 06-72-041-00, with Moreno Valley to add TUMF funds in the amount of $3 million for construction; and 3} Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 8. ELECTRONIC TOLL AND TRAFFIC MANAGEMENT SYSTEMS INTEGRATION AND IMPLEMENTATION AGREEMENT Pagell Overview This item is for the Commission to: Adopt the sole source findings set forth in this agenda report; 1) 2) Authorize the Executive Director to award, on behalf of the Commission, Agreement • • No. 14-31-071-00 for the Electronic Toll and Traffic Management (ETIM) Systems Integration • and Implementation Agreement between the Commission and Cofiroute USA, LLC (Cofiroute) for the 91 Express Lanes in an amount of $25,900,000, plus a contingency amount of $780,000, for a total amount not to exceed $26,680,000; • Riverside County Transportation Commission Agenda January 31, 2014 Page 3 3) 4) Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission, subject to final revisions to the terms or scope as agreed upon by the Executive Director and legal counsel; and Authorize the Executive Director to approve contingency work up to the total amount not to exceed as required for the agreement. 9. PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS Page285 Overview This item is for the Commission to: 1) 2) Rescind Resolution No. 13-005, "Resolution of The Board of Commissioners of Riverside County Transportation Commission for Employer Paid Member Contributions", adopted on May 8, 2013, as it inadvertently omitted the provisions of Government Code Section 20636(c)(4); and Adopt Resolution No. 14-009, "Resolution of The Board of Commissioners of Riverside County Transportation Commission for Paying and Reporting the Value of Employer Paid Member Contributions", to implement the employees' cost sharing of the Employer Paid Member Contribution (EPMC) as follows: a) Effective July 11, 2013, through July 9, 2014, this benefit shall consist of • paying 5 percent of the normal member contribution as EPMC, and reporting ~------~-~-~---T..i:ihp.e...i;:s~a"mu::ieup:u>.e1FC~~satioR--9auiable {excluding Governm, .... e ... nt,_____~~ Code Section 20636(c)(4)} as additional compensation; • b) Effective July 10, 2014, through July 8, 2015, this benefit shall consist of paying 2 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation; and c) Effective July 9, 2015, this benefit shall consist of paying 0 percent of the normal member contribution as EPMC and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation. 10. COMMISSIONERS/ EXECUTIVE DIRECTOR REPORT Overview This item provides the opportunity for the Commissioners and the Executive Director to report on attended meetings/conferences and any other items related to Commission activities . Riverside County Transportation Commission Agenda January 31, 2014 Page4 11. CLOSED SESSION 11A. CONFERENCE WITH LEGAL COUNSEL: ANTICIPATED LITIGATION Exposure to Litigation Pursuant to Subdivision (d){2) of Government Code Section 54965.9 Potential Number of Case(s): 1 12. ADJOURNMENT The next Commission meeting is scheduled to be held at 9:30 a.m., Wednesday, March 12, 2014, Board Chambers, First Floor, County Administrative Center, 4080 Lemon Street, Riverside. • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL JANUARY 31, 2014 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 LI D Jr' D LI D LI $ LI D LI D 0 D J1f D .LI D {' CJ D 0 D Cl D Cl D 0 71' LJ D 0 D AO-:S \ 0 ·. L\.S 't-(n. • AGENDA ITEM 6 • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 31, 2014 TO: Riverside County Transportation Commission FROM: Quality of Life/Sustainability Ad Hoc Committee Aaron Hake, Government Relations Manager THROUGH: Anne Mayer, Executive Director SUBJECT: California Environmental Quality Act and National Environmental Policy Act Legislative Update QUALITY OF LIFE/SUSTAINABILITY AD HOC COMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to receive and file an update on California Environmental Quality Act (CEQA) modernization legislation. BACKGROUND INFORMATION: CEQA Bills Remaining in Sacramento As the second year of the two-year legislative session resumes, the number of active bills relating to CEQA has significantly dwindled. This reflects the growing consensus in Sacramento that CEQA modernization is likely to take on less importance for the Governor and the majority party in the Legislature during an election year. However, new bills may be introduced through February 21, so it is possible that additional CEQA bills may appear. Staff and the Commission's legislative advocate Mark Watts sought amendments to AB 515 (Dickinson) last week to clarify a new public comment period will not be required when an agency provides a return to the courts in response to a writ of mandate. AB 515 proposes to require the courts to specify actions, which must be taken by an agency to remedy CEQA violations and a timeframe within which those violations must be taken. Requiring this level of specificity could have been helpful in the Friends of Riverside's Hills vs. RCTC litigation when the judge provided vague direction to the Commission in the judge's writ of mandate. However, AB 515 currently infers public comments should be considered in the agency's return to the writ, which could further delay and complicate resolution of court cases. Assemblyman Roger Dickinson expressed openness to the Commission's proposed clarification amendment in addition to others brought forward at a hearing last week. The Commission will continue dialogue with Mr. Dickinson on suitable language for the bill. Attached to this report is a memo from Best Best & Krieger on the key CEQA bills still active in the Legislature as of January 15 . Agenda Item 6 1 Commission Comments to CEQA Guidelines Update The Governor's Office of Planning and Research (CPR) periodically undertakes a review and update of the guidelines for implementation of CEQA. The guidelines provide instructions to public agencies on how to comply with CEQA statutes and court decisions that have interpreted CEQA. This roadmap for CEQA implementation is an important document. Updates to the guidelines typically take place in response to specific new laws or court rulings, however, in 2013 CPR began the process of performing a comprehensive update of the guidelines. CPR sought input from stakeholders on which topics should be addressed in its update. Based on this input, CPR published a draft list of topics to be considered and is requesting public comments. Many of the topics being considered for revisions could impact future transportation projects. Therefore, staff directed its legal counsel to prepare responses to several of the topics. A copy of the Commission's proposed comments to CPR is attached to this report. Commissioner Douglas Hanson from the city of Indian Wells (City) inquired regarding the CPR guidelines at the January 8 Commission meeting. Commissioner Hanson was interested in providing feedback to his City as to whether the City should also prepare comments. The Commission will share its comments with any local agency interested in also submitting a response to CPR. Comments are due to CPR by February 14 at 5:00 p.m. Federal Study of NEPA Substitution MAP-21 Section 1322 required the Government Accountability Office (GAO) to conduct a study and report to Congress on the feasibility of allowing state environmental laws to be substituted for federal environmental laws mainly, the National Environmental Protection Act (NEPA). As has been discussed frequently by the Commission, there is a great deal of duplication that occurs when public agencies in California conduct environmental reviews under NEPA in addition to CEQA. It is not unusual for agencies to avoid federal funds for a project because it would trigger NEPA requirements and therefore cost the project in terms of time and money. Although the Federal Highway Administration (FHWA) implemented the Every Day Counts initiative and the President signed executive orders to provide higher-level attention to nationally significant projects, many agree that legislative direction is needed to more effectively eliminate unnecessary duplication and delays of environmental reviews. The Commission has strongly supported legislative proposals by San Bernardino County Congressman Gary Miller, who is a member of the House Transportation and Infrastructure Committee, which allows for the substitution of CEQA for NEPA. Agenda Item 6 2 • • • • • • MAP-21 made progress on this issue by requiring the following GAO analysis: "(1} review State laws and procedures for conducting environmental reviews with regard to such projects and identify the States that have environmental laws that provide environmental protections and opportunities for public involvement that are equivalent to those provided by Federal environmental laws; (2) determine the frequency and cost of environmental reviews carried out at the Federal level that are duplicative of State reviews that provide equivalent environmental protections and opportunities for public involvement; and {3} not later than 2 years after the date of enactment of this Act, submit to the Committee on Transportation and Infrastructure of the House of Representatives and the Committee on Environment and Public Works of the Senate a report that describes the results of the review and determination made under this section." Staff has been working with the California State Association of Counties (CSAC) to track the progress of this study. It is expected the study will be completed by GAO in fall of 2014. Staff is working with the Commission's federal lobbyists to find avenues through which the Commission or other like-minded stakeholders can volunteer comments or testimony to the GAO to assist in the analysis. The goal of this effort is to help ensure the study accurately reflects the realities of environmental reviews in California so that Congress is able to make an informed decision about future legislation to harmonize state and federal environmental policies. Attachments: 1) 2014-2015 CEQA Legislation Summary from Best Best & Krieger 2) Draft Comments to OPR by the Commission Agenda Item 6 3 • • • ATTACHMENT 1 Memorandum To: Riverside County Transportation Commission File No.: 17336.00000 From: Best Best & Krieger Date: January 13, 2014 Re: 2014-2015 CEQA Legislation Summary The following provides a brief summary of relevant legislation concerning the California Environmental Quality Act (Pub. Res. Code§ 21000 et seq.) ("CEQA") introduced in the California State Legislature's 2014-2015 legislative session. Because these bills are in their early stages, they may be amended prior to adoption, and in fact may not be adopted at all. 2014-2015 CEQA LEGISLATION AB 515 (Dickinson) This bill was first introduced in 2013, but became a 2-year bill. It was amended on January 6, 2014. The bill provides that if a court finds that a public agency has violated CEQA, the court must issue a writ of mandate that specifies what actions the public agency must undertake to comply with CEQA, and that the writ must be limited to those areas found to be deficient if the deficiency can be severed from the remainder of the public agency's decision or activity that was challenged. The bill also provides that the writ issued by the court must state the time in which the public agency must make an initial return of the writ. AB 1104 (Salas) This bill was initially introduced in 2013 and at that time concerned energy conservation. It was "gut and amended" on January 6, 2014 to address CEQA. The bill now provides that the CEQA exemption for projects that consist of the inspection, maintenance, repair, restoration, re-conditioninig, relocation, replacement, or removal of an existing pipeline would also apply to a pipeline located in Fresno, Kern, Kings, or Tulare County that is used to transport biogas (natural gas form the anaerobic digestion of dairy animal waste). SB 674 (Corbett) This bill was initially introduced in 2013 and at that time concerned renewable energy. It was "gut and amended" on January 6, 2014 to address CEQA. Currently, residential infill projects are exempt from CEQA if they meet specified criteria, including, among other things, that a community-level environmental review was adopted or certified within 5 years of the date that the application for the project is deemed complete and the project promotes higher density infill housing. "residential" is currently defined as a use consisting of residential units and primarily neighborhood-serving goods, services or retail uses that do not exceed 15% of the project's total floor area. This bill would re-define "residential" as a use consisting of residential units and primarily neighborhood-serving goods, services or retail uses that do not exceed 25% of the project's total building square-footage. Therefore, this bill would expand the application of the exemption . 93939 .00005\8534096.1 1 4 • • • [RCTC Letterhead] January 24, 2014 VIA E-MAIL [CEQA.Guidelines@ceres.ca.gov] Christopher Calfee, Senior Counsel Governor's Office of Planning and Research 1400 Tenth Street Sacramento, CA 95814 ATTACHMENT 2 Re: RCTC's Input In Response to "Possible Topics to be Addressed in the 2014 CEQA Guidelines Update," Dated December 30, 2013 Dear Mr. Calfee: The Riverside County Transportation Commission ("RCTC") appreciates the opportunity to comment on the Office of Planning and Research's "Possible Topics to be Addressed in the 2014 CEQA Guidelines Update" ("Guidelines Update"), dated December 30, 2013. As OPR may be aware, Riverside County is populated by 2.3 million people and covers geography roughly the size of the State of New Jersey. Riverside County is home to some of California's most important assets including several world-renowned public and private universities, state parks and national forests, agricultural industry, and international tourism. Riverside County continues to experience urbanization and population growth as California's economy recovers, requiring infrastructure modernization and thoughtful planning. RCTC is the regional transportation planning agency for Riverside County, chartered by Public Utilities Code § 130050. In that role, RCTC serves as both lead agency and responsible agency as to many CEQA documents each year, often in coordination and consultation with the California Department of Transportation. RCTC also frequently partners with federal transportation agencies in order to implement joint state/federal transportation projects. Among others, RCTC has served as lead or responsible agency as to the SR-91 Corridor Improvement Project (a $1.3 billion dollar investment that will relieve traffic conditions on one of the nation's most congested freeways), the Perris Valley Line Project (which will extend Metrolink service to new areas via an existing rail line and take over 34 million vehicle miles traveled off the road annually), and other similar projects. RCTC is pleased to see that several of the proposed updates would clarify and provide guidance for several key issues in the review process under the California Environmental Quality Act. These include lead agency designation, the use of regulatory standards for environmental evaluation, procedures for posting notices of preparation, evaluation of responses to comment, and other issues during public review of an environmental impact report . 17336.00121\8540186.3 5 Christopher Calfee, Senior Counsel Governor's Office of Planning and Research January 24, 2014 Page2 In addition to the above-listed proposed updates, RCTC has reviewed the Guidelines Update and has the following comments: Comments on the Guidelines Update State CEQA Guidelines§ 15063(g) [Initial Study] and 15083 [EIR] OPR is proposing changes to CEQA which provide that a lead agency may share an administrative draft of an initial study or EIR with the applicant in order to ensure accuracy in the project description and mitigation measures. It is unclear whether this means that only the Project description and mitigation measures can be shared, or if other sections can be shared as well. RCTC requests that clarifying language be added to state that this provision is not limited to these portions of an environmental document. Similarly, RCTC requests that any changes made to State CEQA Guidelines § 15063 clarify that sharing a preliminary draft document with an applicant for the limited purposes • identified above does not abrogate the application of the preliminary draft or deliberative process • exceptions that may apply to the production of such documents under the Public Records Act, or weaken the application of the joint defense doctrine to such documents. State CEQA Guidelines§ 15064(h)(l) OPR proposes to add "loss of open space" as an example of potential cumulative impacts. This would be the only specific example found in that subsection. The emphasis on loss of open space as indicative of a potentially significant cumulative impact could impact the CEQA process for projects which involve even very limited new or expanded rights of way, especially in undeveloped areas. RCTC objects to the inclusion of "loss of open space" as the sole example of a potential cumulative impact and suggests either the deletion of that item as an example or, at the very least, the inclusion of other examples in this subsection. RCTC also requests that any revisions providing examples of potential cumulative impacts make clear that the existence of such impacts is not per se a significant (or cumulatively considerable) impact. State CEQA Guidelines § 15064.4 Depending on the final wording, the proposed clarification that "hypothetical baselines" are not appropriate for greenhouse gas analysis could be read to mean that the use of a future baseline is impermissible ( (i.e., a future baseline does not exist right now, so it is arguably hypothetical). This could re-ignite the Sunnyvale baseline debate and seems to have implications for the California Supreme Court's 2013 decision in Neighbors for Smart Rail v. Exposition Metro Line Construction Authority (2013) 57 Cal.4th 439. There, the Court held that an agency • may utilize a hypothetical, or future, conditions where appropriate (such as for projects that may 17336.00121\8540186.3 6 • • • Christopher Calfee, Senior Counsel Governor's Office of Planning and Research January 24, 2014 Page 3 not be operational for many years) as long as the selection of the baseline is supported by substantial evidence and certain other conditions were met. Particularly for transportation projects that may take decades to build, the proposed change to the CEQA Guidelines could prevent agencies from analyzing greenhouse gas impacts from future traffic on the new transportation system using the projected completion date as the baseline. Accordingly, RCTC urges OPR to carefully consider any final wording of any changes in order to assure that any proposed wording does not have unintended consequences with regard to determining the CEQA baseline. State CEQA Guidelines§ 15065 OPR proposes to add "roadway widening" as an example of projects that may achieve short-term environmental goals to the disadvantage of long-term goals. Again, RCTC objects to this edit, which focuses solely on transportation projects. Specifically, opponents to future transportation improvements could claim that such language requires transportation agencies to find that all roadway widening projects (even minor improvements that do not involve expanding freeway capacity) disadvantage long-term goals. To the extent that such modifications are made, however, RCTC requests that any language make clear that roadway widening projects do not result in a per se failure to achieve long-term goals. Suggested Additions to the Guidelines Update Comments Submitted to Lead Agency The last-minute submission of voluminous comments on CEQA projects (often mere minutes before project approval) continues to occur in a manner that causes undue delay in the approval of crucial public projects and the needless expenditure of tax payer funds, due to multiple continuances and re-noticing of public meetings. Particularly where entities have received notices throughout the CEQA process, the submission of voluminous comments at the last moment by those entities undermines the formal review and consultation process provided by CEQA to address comments before a project comes before a decisionmaking body. The court in Mt. Shasta Bioregional Ecology Center v. County of Siskiyou (2012) 210 Cal.App.4th 184, 202, found that agencies could limit the time period in which appellants may submit documents in an administrative appeal process. RCTC requests that OPR consider an amendment to the State CEQA Guidelines providing guidance regarding the interpretation of Public Resources Code § 21177 and the exhaustion of administrative remedies doctrine - perhaps through a revision recognizing the authority of local agencies to adopt reasonable rules regarding the submission of written evidence for consideration by a decision-making body under CEQA. This would also be in accord with the holding in Citizens for Responsible Equitable Environmental Development v. City of San Diego (2011) 196 Cal.App.4th 515, 528, where, with respect to voluminous documents submitted on a DVD just before a hearing, the court stated that "an issue must be 'fairly presented' ... Evidence must be presented in a manner that gives the agency the opportunity to respond with countervailing evidence" or the exhaustion doctrine is not satisfied." 17336.00121\8540186.3 7 Christopher Calfee, Senior Counsel Governor's Office of Planning and Research January 24, 2014 Page4 Streamlined CEQA Review for Regional Transportation Plans OPR may be aware that state and federal transportation planning laws require the preparation, and regular update, of Regional Transportation Plans ("RTP") that prioritize transportation projects over the long-term (typically over a 50-year planning horizon). Although the RTPs are prepared by the Metropolitan Planning Organizations/Councils of Governments throughout California, the transportation projects included in those plans are frequently implemented by local and regional agencies. Consistent with CEQA's policy that "tiering" of environmental review be used wherever possible to reduce redundancy in environmental review, RCTC requests that OPR consider a means to streamline the requirements for CEQA review both for the RTPs (which are otherwise subject to revision and CEQA review every few years) and for the local and regional agencies that rely upon those RTPs when implementing individual projects identified in the R TP. Exemption or Partial Exemption for Transportation Projects that Reduce Regional VMT • Lastly, RCTC requests that OPR consider updating the State CEQA Guidelines to add a categorical exemption for transportation projects that have the effect of reducing vehicle miles traveled on a regional basis. Alternatively, a partial exemption that allows such projects to forego air quality/greenhouse gas analyses would be appropriate. The overwhelming majority of air quality and GHG emissions resulting from transportation projects occurs as a result of • vehicular, rail, or other emissions. Transportation projects that reduce regional VMT and/or take cars off the road are especially important to heavily congested freeways in Southern California. Additionally, encouraging projects that reduce regional VMT is critical for meeting the State's greenhouse gas reduction targets under AB 32, SB 375, and similar laws which recognize that the transportation sector is the largest producer of greenhouse gases in the state. Accordingly, adopting a categorical or partial exemption for projects that further the GHG reduction goals by taking cars off the road would be consistent with the State's overall policy. Thank you for the opportunity to provide comments on the Guidelines Update. RCTC looks forward to a continued dialogue with the Office of Planning and Research as the 2014 Update to the State CEQA Guidelines is prepared. 17336.00121\8540186.3 8 Anne Mayer Executive Director, Riverside County Transportation Commission • • AGENDA ITEM 7 • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 31, 2014 TO: Riverside County Transportation Commission FROM: Technical Advisory TUMF Subcommittee Shirley Medina, Planning and Programming Director THROUGH: Anne Mayer, Executive Director SUBJECT: Transportation Uniform Mitigation Fee Regional Arterial Program Funds for the Perris Boulevard Widening Project TECHNICAL ADVISORY TUMF SUBCOMMITTEE AND STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the request from the city of Moreno Valley (Moreno Valley) for $3 million in Transportation Uniform Mitigation Fee (TUMF) Regional Arterial program funds for the construction of the Perris Boulevard widening project, Ironwood Avenue to Manzanita Avenue; 2) Approve Agreement No. 06-72-041-03, Amendment No. 3 to Agreement No. 06-72-041-00, with Moreno Valley to add TUMF funds in the amount of $3 million for construction; and 3} Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Moreno Valley is requesting $3 million of TUMF Regional Arterial program funds to complete the funding for the Perris Boulevard widening project from Ironwood Avenue to Manzanita Avenue. The proposed funding includes: Fund Source Construction Amount Comment TUMF Regional Arterial $ 1,600,000 Commission approved 10/09/13 Prop lB State-Local Partnership 1,000,000 CTC extension deadline, May 2014 City Funds 400,000 Funding Shortfall 3,000,000 Requesting TUMF Regional Arterial Total Construction $ 6,000,000 As noted above, the Commission recently approved reprogramming $1.6 million in project savings from the widening of Perris Boulevard from Cactus Avenue to Perris Valley Storm Drain Lateral "B" segment to the Ironwood-Manzanita segment. The Technical Advisory TUMF • Subcommittee, consisting of public works directors, meets periodically to review programming Agenda Item 7 9 needs, status of revenues, project prioritization and delivery. The subcommittee convened on January 15 to discuss Moreno Valley's request and to review the adjustments to the TUMF revenue forecast. Based on revised TUMF revenue projections and the conclusion of the FY 2012/13 fiscal audit, the TUMF projected fund balance available as of June 30, 2015, has been revised to $14.7 million. The subcommittee continues to support construction programming as a high priority. Given the lapsing deadline of the State Proposition lB funds and the Perris Boulevard project is ready for construction, staff and the subcommittee recommend approval of Moreno Valley's request for $3 million of TUMF Regional Arterial funds for this project. The subcommittee also discussed the need to reevaluate current projects approved as part of the original TUMF Regional Arterial program in 2004. Over the next few months, project sponsors will provide updates on the projects, and the subcommittee will consider prioritizing the projects according to delivery schedules and any past actions taken by the Commission or local agencies that may have impacted the priority or feasibility of the projects originally approved in 2004. In addition, the 10 percent set-aside for developer credit reimbursement will also be reviewed and adjusted to reflect the revenue adjustment. Financial Information In Fiscal Year Budget: I N/A I Year: I FY 2014/15+ Amount: I $3,000,000 Source of Funds: I TUMF Regional Arterial Program Budget Adjustment: I N/A GL/Project Accounting No.: 005105 81301 210 72 81301 Fiscal Procedures Approved: ~~ I Date: I 01/21/14 Agenda Item 7 10 • • • • AGENDA ITEM 8 • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 31, 2014 TO: Riverside County Transportation Commission FROM: David Thomas, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Electronic Toll and Traffic Management Systems Integration and Implementation Agreement STAFF RECOMMENDATION: This item is for the Commission to: 1) 2) 3) 4) Adopt the sole source findings set forth in this agenda report; Authorize the Executive Director to award, on behalf of the Commission, Agreement No. 14-31-071-00 for the Electronic Toll and Traffic Management (ETTM) Systems Integration and Implementation Agreement between the Commission and Cofiroute USA, LLC (Cofiroute) for the 91 Express Lanes in an amount of $25,900,000, plus a contingency amount of $780,000, for a total amount not to exceed $26,680,000; Authorize the Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission, subject to final revisions to the terms or scope as agreed upon by the Executive Director and legal counsel; and Authorize the Executive Director to approve contingency work up to the total amount not to exceed as required for the agreement. BACKGROUND INFORMATION: 10-Year Delivery Plan and Tolling In 2002, voters passed the 30-year extension of the Measure A program (2009-2039). In December 2006, the Commission adopted the 10-Year Western Riverside County Highway Delivery Plan {10-Year Delivery Plan). The 10-Year Delivery Plan calls for the development of tolled express lane corridors on State Route 91 and Interstate 15. State Tolling Authority In September 2008, SB 1316 (Correa) was signed into California law. SB 1316 was jointly sponsored by the Orange County Transportation Authority (OCTA) and the Commission and paved the way for each agency to advance its long-term plan for tolled express lanes within the SR-91 corridor. SB 1316 provided OCTA with the authority to extend the duration of its rights to collect tolls and operate the existing 91 Express Lanes under its franchise agreement with Agenda Item 8 11 Caltrans, provided OCTA also agree to eliminate its rights relative to SR-91 in Riverside County under that agreement. SB 1316 provided the Commission with the state tolling authority needed for development of the 91 Express Lanes in Riverside County. SB 1316 authorized the Commission to charge tolls, for a period of 50 years, for use of tolled express lanes within the SR-91 corridor between the Orange/Riverside County line and 1-15, gave the Commission the ability to sell toll revenue bonds, and authorized use of toll revenue. for other transportation purposes within the SR-91 corridor. Pursuant to SB 1316, in December 2011, OCTA and Caltrans amended their franchise agreement to eliminate OCTA's rights relative to Riverside County. In May 2012, the Commission and Caltrans entered into a toll facilities agreement, including a real property lease, which governs the Commission's use of the state highway underlying the future 91 Express Lanes in Riverside County. Commission and OCTA Cooperative Agreement In December 2011, the Commission and OCTA executed a cooperative agreement that defines how the agencies will jointly operate the 91 Express Lanes as a seamless, combined toll system in Orange and Riverside Counties. The cooperative agreement defines each agency's roles and responsibilities for the 91 Express Lanes during the design and construction of the extension into Riverside County as well as the long-term operation and maintenance of the combined 91 • Express Lanes facility. • Commission, OCTA, and Cofiroute Operator Agreement The Commission and OCTA cooperative agreement described above governs the overarching agency relationship for the 91 Express Lanes. Additionally, an operator agreement was needed to govern the specific operations and maintenance arrangement to be performed by the toll operator. In May 2013, the Commission, OCTA, and Cofiroute executed a three-party agreement for operations and maintenance of the 91 Express Lanes through June 30, 2021. This sole source contract with Cofiroute was justified based on, among other things, the need to provide seamless operations across county lines and contingent on utilizing no federal or state funds. Development of the SR-91 Corridor Improvement Project The SR-91 Corridor Improvement Project (SR-91 CIP) widens SR-91 through Corona, extends the existing 91 Express Lanes from the Orange County line to 1-15, improves five local interchanges, reconstructs a portion of the 15/91 interchange, and constructs other general purpose lane and toll express lane improvements within the corridor. Environmental approval for the SR-91 CIP was obtained in November 2012. Final design and construction is being accomplished via a design-build contract approved by the Commission and awarded on May 8, 2013. Corridor construction is planned to start in early 2014 with lanes open to traffic in 2017. • Agenda Item 8 12 • • • Construction Contracting Strategy The SR-91 CIP design-build contract awarded May 2013 includes construction of the general infrastructure (e.g. toll gantry sign foundations, conduit for fiber optic communication, etc.) to support the ETTM system. As planned, a separate contract would be awarded to design, procure, install, and test the specialty work associated with the ETTM system. The Commission and Cofiroute have negotiated the terms and conditions of an ETTM Systems Integration and Implementation Agreement (Systems Agreement). This Systems Agreement, the subject of this agenda report, will provide for the development of the Commission's 91 Express Lanes ETTM system and integration of the Commission's toll system with OCT A's toll system. The summary of key contract terms, scope of services, and the Systems Agreement are attached. Rationale for Sole Source There are no federal or state procurement requirements applicable to the Systems Agreement. The Commission's own policies in making a sole source award to Cofiroute are set forth in Chapter 7, Section 1.0(A}(ll} of the Commission's Procurement Policy Manual. This Section authorizes a sole source award under the following circumstance: " ... a non-competitive procurement is in the public interest and in the best interest of the Commission." Staff comprehensively reviewed the proposed sole source award to Cofiroute and believes the award to Cofiroute is in the public interest and in the best interest of the Commission based on the following findings: • • • • • The Commission and OCTA entered into a cooperative agreement in December 2011 providing for the Commission and OCTA to cooperate and coordinate in connection with the design, construction, maintenance, and operation of the 91 CIP, including improvements located in Orange County or which impact OCTA's existing 91 Express Lanes as well as subsequent operations and maintenance of the 91 Express Lanes to be constructed in Riverside County; Cofiroute installed and currently operates and maintains OCTA's ETTM system; The Commission desires to properly and efficiently integrate its toll collection and traffic management system with OCTA's existing system in order to provide a seamless experience for 91 Express Lanes toll customers of both agencies; The Commission desires to obtain design, procurement, integration training and maintenance services required for the development, installation, testing, and maintenance of the ETTM, including the roadside toll collection and the traffic management subsystems, as further defined in the Systems Agreement; Staff determined that, because of its satisfactory prior and current work on the 91 Express Lanes in Orange County, Cofiroute is the entity best suited to provide the necessary services and to ensure the seamless integration of the 91 Express Lanes ETTM systems; Agenda Item 8 13 • Cofiroute represented to staff it has the professional experience and qualified personnel with the adequate expertise and skills required to provide such design materials and services; and • Staff determined, based on a review of the systems integrator's qualifications and experience, Cofiroute demonstrated the competence and professional qualifications necessary for the satisfactory performance of the services required hereunder, and the Commission and Cofiroute have negotiated a fair and reasonable price of $25,900,000 for such services. In addition, and to the extent applicable, Public Contract Code Section 3400(c)(2} provides a public agency may enter into a sole source contract when the agency makes a finding that such contract is necessary in order to match other products in use on a particular public improvement either completed or in the course of completion. In this case, the sole source award to Cofiroute is necessary to seamlessly integrate the existing ETTM system utilized on the 91 Express Lanes in Orange County with the ETTM system to be completed in Riverside County and to complete the improvement of the 91 Express Lanes in Riverside County in a manner consistent with the cooperative agreement with OCTA and in the best interest of the travelling public. Staff is seeking Commission authorization for the Executive Director to award, on behalf of the Commission, the Systems Agreement; adoption of the sole source findings set forth above; • authorization for the Executive Director to approve and execute the final agreement in • substantially the form provided to the Commission for review, subject to legal counsel review and approval as to form; and authorization for the Executive Director to approve contingency work up to $780,000 for a total amount not to exceed of $26,680,000. Financial Information In Fiscal Year Budget: Yes Year: FY2013/14 $1,500,000 $26,680,000 N/A FY2014/15+ $25,180,000 Source of Funds: I Toll Revenue Bond Proceeds Budget Adjustment: I No N/A GL/Project Accounting No.: 003028 81301 262 31 81301 Fiscal Procedures Approved: ~~ I Date: I 01/23/14 Attachments: 1) Key Contract Terms and Scope of Services 2) Draft Systems Agreement • Agenda Item 8 14 • • • Contract Terms 91 Electronic Toll and Traffic Management Systems Integration and Implementation Agreement between RCTC and Cofiroute Key Contract Terms and Scope of Services ATTACHMENT 1 RCTC and Cofiroute have negotiated the terms and conditions of a Systems Integration and Implementation Agreement (Agreement) to provide for the development of the RCTC 91 Express Lanes toll and traffic management system, and integration of RCTC's toll system with OCTA's toll system. The following is a summary of key contract terms in the Agreement: The Work: • Cofiroute will provide design, supply, integration and training services for the development, installation and implementation of the electronic toll and traffic management system, including the roadside toll collection subsystem and the traffic management subsystem (the "Work"). • In its role as the systems integrator, Cofiroute will manage the portions of the Work to be completed by eight subcontractors of Cofiroute. Major items of the work include design, procurement, installation and integration of the following major systems: o Electronic toll collection (ETC), roadside and back office o Traffic Operations Center o Changeable Message Signs o Surveillance cameras o Data communications backbone Key Personnel: • Cofiroute will provide the following Key Personnel -Project Director, Project Manager, Quality Assurance Manager, Integration Manager, Construction Manager, Design/Technical Manager and Project Engineer(s). Equipment: • Cofiroute will provide all equipment and materials required for the Work. Materials will be new, in proper working condition and of good quality. • Cofiroute will have available for pick-up by the Design-Build Contractor certain equipment and materials, including the Changeable Message Signs (CMS). Training: • Cofiroute will develop all training materials and provide adequate training to all personnel who will operate and maintain the system . Page 1 ofS 15 ATTACHMENT 1 Integration with OCTA System: • RCTC will coordinate Cofiroute's system interface Work with OCTA. Cofiroute will ensure that integration with and interface of the Work with OCTA's existing electronic toll and traffic management system will have no negative impacts to the operation and function of the OCTA System. Back Office RAMS Software/Other Third Party Software: • License, maintenance and escrow agreements with Cofiroute for the revenue and account management systems (RAMS) software will be in substantially the form attached to the Agreement, and will be finalized and entered into prior to Substantial Completion. • Cofiroute will acquire license agreements on RCTC's behalf for all third party software required as part of the Work. Warranty: • Cofiroute will warranty the Work through Final Acceptance. • Cofiroute will assign all remaining manufacturer warranties to RCTC at Final Acceptance of the Work. Access to 91 Express Lanes/Coordination and Non-Interference: • • Cofiroute will be provided non-exclusive priority access to portions of the 91 Express Lanes for its Work after the toll infrastructure is completed by the Design-Build Contractor, and accepted by Cofiroute. • • Cofiroute will coordinate its Work with and use its best efforts to avoid interference with the Design Build Contractor and other contractors ofRCTC. • Cofiroute will be responsible for security and maintenance for the Work. Contract Term: • The term of the Agreement will commence following approval and issuance of a notice to proceed (NTP) by RCTC, and will terminate following issuance by RCTC of a Certificate of Final Acceptance for the Work, except as to any obligations that survive Final Acceptance. Deadlines/Contract Damages: • Completion deadlines will help ensure timely completion of the Work in accordance with the Project Schedule in order to avoid delays to opening of the RCTC 91 Express Lanes for revenue service. o Liquidated Damages in the amount of $53,000 per day will apply, for up to 45 days, if Cofiroute does not complete portions of the Work required to achieve Substantial Completion that have a direct impact on collection of toll revenue. o Additional Liquidated Damages will apply for failure of Cofiroute to timely deliver certain equipment to the Design-Build Contractor ($2,000 per day), and for failure of Cofiroute to achieve Systems Acceptance ($8,000 per day). o Total Liquidated Damages are capped at $2,385,000. o Stipulated Damages will apply for losses incurred by RCTC if the Work fails to perform during the period between Systems Acceptance and Final Acceptance. • Page 2 of5 16 • • • ATIACHMENTl Total Compensation/Payments: • The total compensation is a lump sum of $25,900,000. • An initial mobilization payment of 3 % of the Agreement value will be paid upon issuance of NTP, in addition to actual costs associated with insurance and bonds. • Milestone payments will be made in accordance with the milestone schedule agreed upon by the parties. • 5% retention will be withheld from payments, other than from the initial mobilization payment, until achievement of 54% completion of the Work. • Any changes to the compensation amounts will be through a formal change order process, as detailed in the Agreement. Insurance/Bonds: • Cofiroute will procure and maintain insurance of the types and amounts specified in the Agreement, and a payment and performance bond, each in 100% of the value of the Agreement. Resolution of Disputes: • Partnering meetings will be conducted by a third party facilitator to attempt to avoid disputes. • Resolution of disputes under $375,000 will be in accordance with applicable law. • Arbitration or mediation may be utilized if partnering is unsuccessful in resolving a dispute . Liability Cap: • Cofiroute's liability to RCTC is limited to 25% of the Agreement value, excluding payments received from insurance or sureties, and excluding illegal activities, fraud, recklessness, gross negligence or intentional or criminal misconduct of Cofiroute. Scope of Services The scope of services for this Systems Integration and Implementation Agreement (Agreement) provides for the all work necessary to meet the requirements for the implementation of the project, including the responsibilities of complete, functional electronic toll collection systems. These specific services include: Project Management: • Project Management services including; Project Management Plan (PMP), Configuration Management, Schedule, Personnel, Safety, Quality Assurance, Systems Integration, staffing, organization, and coordination with the Design-Builder. Design Review Process • Three-tier review process that includes conceptual, preliminary and final. Page 3 ofS 17 ATIACHMENTl Communications • Design and installation of a new fiber-optic backbone communication system with redundant path and backup Tl line throughout the RCTC SR-91 corridor. A network connection to Caltrans District 8 for overview of express lane surveillance cameras. ETTM Toll System • The electronic toll and traffic management system (ETTM) consists of the following major elements: o Roadside tolling equipment o Backoffice software upgrade o Upgrade of OCT A traffic operations center o Changeable message signs o Express lane surveillance camera system Back Office Software • Software upgrade to OCT A back office tolling software to incorporate the new RCTC tolling zones and fare policy • Software quality assurance, testing and integration • Testing • • Testing to include factory, environmental, unit, commission and final acceptance testing and inspection. Commissioning will include in-service testing, start-up and integration into back office to assure readiness for revenue operations. Installation and System Support • Key installation and system support for this Agreement includes the following items to be provided by Cofiroute: o Installation of communications, cameras, roadside tolling equipment, changeable message signs and toll utility build-out o Safety Plan and Implementation o Facility upgrade requirements and oversight o Adherence to required Standards o Shop drawings o Manuals o Training -for operations, administrative, maintenance and RCTC staff o Spare parts Systems Integration • The Work will include the systems integration of the ETTM infrastructure, hardware and software components to create a full working ETTM application of tolling and traffic management. Includes communications network system integration, back office upgrades for cabling, data services, tolling transponder readers, vehicle license plate detection, Customer • Service and Violations Processing, express lane cameras and security of toll utility buildings, Page 4 of5 18 • • • ELECTRONIC TOLL AND FINALDRAFT ATTACHMENT 2 01/21/14 Agreement No. __ TRAFFIC MANAGEMENT SYSTEMS INTEGRATION AND IMPLEMENTATION AGREEMENT ARTICLE 1 PARTIES AND DATE THIS ELECTRONIC TOLL AND TRAFFIC MANAGEMENT SYSTEMS INTEGRATION AND IMPLEMENTATION AGREEMENT (this "Agreement") is made as of _____ , 2014 (the "Effective Date"), by and between the Riverside County Transportation Commission, hereinafter called "RCTC'', having its principal place of business at 4080 Lemon Street, 3rd Floor, Riverside, CA 92501 and Cofiroute USA, LLC, having its principal business at 20 Pacifica, Suite 420, Irvine, CA 92618 hereinafter called "Systems Integrator". RCTC and Systems Integrator are sometimes referred to herein, individually, as a "Party" and collectively, as the "Parties." ARTICLE2 RECITALS 2.1 WHEREAS, RCTC wishes to develop approximately eight miles of tolled express lanes and related improvements within State Route 91 (SR 91) between the Riverside/Orange County line and the Interstate 15 interchange, which project is commonly referred to as the RCTC 91 Corridor Improvement Project ("91 CIP"). 2.2 WHEREAS, a more detailed description of the 91 CIP is included in Section 1 of the Scope of Work attached to this Agreement. 2.3 WHEREAS, RCTC and the State of California, acting by and through its Department of Transportation ("Caltrans"), have entered into a Cooperative Agreement (District Agreement No. 08-1468) dated as of July 25, 2012 ("Caltrans Cooperative Agreement") related to the design-build of the 91 CIP. 2.4 WHEREAS, RCTC solicited a design-build contractor to implement the design and construction of the 91 CIP, excluding the toll collection and traffic management system integration and implementation portion of the work covered hereunder, and selected Atkinson/Walsh pursuant to its solicitation process ("Design-Build Contractor"). 2.5 WHEREAS, RCTC has entered into a design-build contract with the Design- Build Contractor for the above referenced work ("Design-Build Contract") . 1 17336.02100\8534777.3 20 FINAL DRAFT 2.6 WHEREAS, the Orange County Transportation Authority ("OCTA") operates and maintains the existing SR-91 Express Lanes in Orange County. RCTC and OCTA have entered into a Cooperative Agreement dated as of December 16, 2011 ("Agency Cooperative Agreement") providing for RCTC and OCT A to cooperate and coordinate in connection with the design and construction of the 91 CIP, including any improvements which are located in Orange County or which impact the existing SR-91 Express Lanes in Orange County as well as subsequent operations and maintenance of the SR-91 Express Lanes to be constructed in Riverside County. 2.7 WHEREAS, Systems Integrator installed and currently maintains OCTA's electronic toll collection and traffic management system. 2.8 WHEREAS, pursuant to the Agency Cooperative Agreement, RCTC desires to properly and efficiently integrate its toll collection and traffic management system with OCT A's existing system in order to provide a seamless experience for SR-91 Express Lane toll customers of both agencies. 2.9 WHEREAS, RCTC desires to obtain design, supply, integration and training services required for the development, installation and implementation of the electronic toll and traffic management system, including the roadside toll collection subsystem and the traffic management subsystem, as further defined herein (the "Work"). The Work is to be completed in accordance with the terms and conditions of this Agreement, including the Scope of Work and the specifications set forth therein. 2.10 WHEREAS, in order to allow Systems Integrator to complete the Work, Design- Build Contractor will turn over the ETTM Infrastructure to Systems Integrator following Design- Build Contractor's completion of its portion of the ETTM Infrastructure work, as further detailed herein. 2.11 WHEREAS, RCTC has determined that, because of its prior and current work on the SR-91 Express Lanes in Orange County, Systems Integrator is the entity best suited to provide the work and services necessary for the Work, and to ensure the seamless integration of SR-91 Express Lanes in Riverside and Orange Counties. 2.12 WHEREAS, Systems Integrator has represented to RCTC that it has the professional experience, qualified computer engineers and other design professionals, with the adequate expertise and skills required to provide such design materials and services; and 2.13 WHEREAS, RCTC has determined, based on a review of Systems Integrator's qualifications and experience, that Systems Integrator has the demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required hereunder, and the Parties have negotiated a fair and reasonable price for such services. • • 2.14 WHEREAS, pursuant to Chapter 7, Section l.O(A)(ll) of RCTC's Procurement Policy Manual, RCTC has determined that award of this Agreement to Systems Integrator without public bidding is in the public interest and in the best interest of RCTC based on the findings set forth in these recitals, and in the agenda report authorizing award of this Agreement • to Systems Integrator. 2 17336.02100\8534777.3 21 • • • FINAL DRAFT 2.15 WHEREAS, Public Contract Code section 3400(c)(2) further provides that a public agency may require use of a designated material, product, thing, or service by specific brand or trade name when the agency makes a finding that such requirement is necessary in order to match other products in use on a particular public improvement either completed or in the course of completion. In this case, the RCTC Board has found that the sole source award to Systems Integrator is necessary to seamlessly integrate the existing electronic toll and traffic management system utilized on the SR-91 Express Lanes in Orange County with the ETTM system to be completed in Riverside County, and to complete the improvement of the SR-91 Express Lanes in Riverside in a manner consistent with the Agency Cooperative Agreement with OCT A, and in the best interest of the travelling public. 2.16 WHEREAS, Systems Integrator recognizes that the timely completion of the Work, in accordance with the requirements contained in this Agreement, is paramount to ensure that Systems Integrator does not delay the work of the Design-Build Contractor, nor delay opening of the SR-91 Express Lanes in Riverside County to traffic. 2.17 NOW, THEREFORE, RCTC and Systems Integrator, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows: ARTICLE3 TERM; DEFINITIONS; CONTRACT DOCUMENTS; GENERAL TIME PERIOD FOR REVIEW 3.1 Term. Except for such terms that expressly survive the termination or expiration hereof, this Agreement shall be effective on the Effective Date, and terminate when all Work (including any Warranty obligations) has been completed by Systems Integrator ("Termination Date") and RCTC has paid all compensation and reimbursements owed to Systems Integrator (such "Termination Date" to be mutually agreed to in writing by RCTC and Systems Integrator). Unless earlier terminated in accordance with the terms of this Agreement, the Termination Date shall not occur prior to the end of the Warranty Term (the "Agreement Term"). 3.2 Definitions. For the purpose of this Agreement, any capitalized terms used but not defined herein shall have the meanings set forth in Attachment A to this Agreement. 3.3 Contract Documents. This Agreement, all attachments hereto, and all documents incorporated into this Agreement by reference are sometimes referred to herein as the "Contract Documents". The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all. The Contract Documents include the Final Design Documents, once approved. 3.4 Interpretations. The Contract Documents are intended to be fully comprehensive and to be complementary. If Systems Integrator observes that any documents are in conflict, Systems Integrator shall promptly notify RCTC in writing. In case of conflicts between or among the Contract Documents, the order of precedence shall be as follows: (i) Change Orders; 3 17336.02100\8534777.3 22 FINALDRAFT (ii) Amendments to this Agreement; (iii) This Agreement (excluding the Attachments); (iv) Subcontractor Scope of Work (attached as part of the Scope of Work) (v) The Scope of Work; (vi) Other Agreement Attachments; (vii) Final Design Documents. Notwithstanding the orders of precedence established above, in the event of conflicts, the higher standard shall always apply. Any deviations contained in the Final Design Documents shall have priority over conflicting requirements of other Contract Documents only to the extent that the conflicts are specifically identified to RCTC by Systems Integrator and such deviations are approved in writing by RCTC. 3.5 Examination of Contract Documents. Before commencing any portion of the Work, Systems Integrator shall carefully examine all applicable Contract Documents, the Work site and other information given to Systems Integrator as to materials and methods and other Work requirements. Systems Integrator shall immediately notify the RCTC's Representative of • any potential error, inconsistency, ambiguity, conflict or lack of detail or explanation identified • by Systems Integrator. If Systems Integrator performs, permits, or causes the performance of any Work which is in error, inconsistent or ambiguous, or not sufficiently detailed or explained, and such action is not reasonable based on Systems Integrator's expertise, knowledge of the Work and its role hereunder, including the obligation of Systems Integrator to exercise diligence and prudence consistent with the standards required of professionals in the same discipline, Systems Integrator shall bear any and all resulting Losses. In no case shall Systems Integrator or any of its Subcontractors proceed with Work if uncertain as to the applicable requirements. 3.6 RCTC has provided and disclosed the Reference Materials to Systems Integrator. With respect to Reference Materials, (a) the Reference Materials are not mandatory or binding on Systems Integrator, (b) Systems Integrator is not entitled to rely on the Reference Materials as presenting a feasible, complete, accurate, viable or desirable technical, design, engineering, construction, operations or maintenance solution or other direction, means or methods for complying with the requirements of the Contract Documents, Governmental Approvals or Laws; ( c) use by Systems Integrator of any element, aspect or portion of the Reference Materials shall be at the sole risk of Systems Integrator; and ( d) the Reference Materials are provided without any representation or warranty by, or recourse to, RCTC, all of which representations and warranties are hereby disclaimed in their entirety. Subject to Systems Integrator's right to schedule or monetary relief available hereunder as set forth in Article 13 of this Contract, RCTC shall not be responsible or liable in any respect for any suits, judgments, proceedings, investigations, causes of action, claims or Losses whatsoever suffered or incurred by Systems Integrator by reason of any use of information contained in, or any action or forbearance in • reliance on, the Reference Materials. 4 17336.02100\8534777.3 23 • • • FINAL DRAFT The following chapters of the Systems Engineering Management Plan ("SEMP"), which is part of the Reference Materials, have been provided to the Systems Integrator: Section 2.9 - ConOps -v2.0 dated June 15, 2012; Section 4.0 -Toll Enforcement Plan vO.O dated June 19, 2012; Section 9.0 System Integration Plan vO.O dated June 19. 2012 and Section 10.0 Verification Plan Guidelines vO.O dated June 19, 2012. The Parties recognize that the remaining portions of the SEMP are a work in progress, and will be provided to Systems Integrator as they are finalized. Systems Integrator shall cooperate with the Commission in providing information that may be required for completion of the SEMP. Should the additional chapters of the SEMP, once finalized and provided to the Systems Integrator, materially impact the Work, the Systems Integrator may submit a request for Change Order pursuant to Article 13 of this Agreement. 3.7 General Time Period for RCTC and/or Caltrans Review. (a) Whenever RCTC and/or Caltrans are entitled to review and comment on, or affirmatively approve, a Submittal from Systems Integrator, RCTC and/or Caltrans, as applicable, shall have the following period of time: 30 Days to act after the date it receives an accurate and complete Submittal and all necessary information and documentation concerning the subject matter thereof, and 10 Days for resubmittals. The foregoing shall not apply if a specific timeframe for RCTC response is expressly provided under the Contract Documents, in which case such period shall control over the general period set forth in this section. The time periods for a Party to act on a Submittal shall be extended by the period of any delay caused by the other Party. (b) Whenever RCTC and/or Caltrans are entitled to affirmatively approve a Submittal or other matter under the Contract Documents, and RCTC and/or Caltrans, as applicable, deliver no approval, disapproval, consent, denial, determination, decision or other action within the applicable time period under this Section 3.7, then Systems Integrator shall deliver to RCTC a notice identifying the date within which RCTC and/or Caltrans was to have decided or acted and informing RCTC of the delay. Such delays may constitute an RCTC- Caused Delay for which Systems Integrator may be entitled to schedule relief under Article 13. ARTICLE4 PERSONNEL AND DESIGNATED REPRESENTATIVES; STANDARD OF CARE 4.1 Qualified Personnel. Systems Integrator shall furnish and maintain, at its own expense, sufficient personnel to perform the Work as required. All employees of Systems Integrator and its Subcontractors shall have such qualifications, knowledge and experience as will enable them to perform the duties assigned to them. Except as set forth in Section 4.2, any employee of Systems Integrator or any of its Subcontractors who, in the opinion of RCTC, is incompetent, or whose conduct becomes detrimental to the Work, shall immediately be removed from the Work when so instructed by RCTC. Systems Integrator certifies that it presently has adequate qualified personnel in its employment for performance of the Work required under this Agreement, or will be able to obtain such personnel from sources other than RCTC. 4.2 Substitution of Key Personnel. 5 17336.02100\8534777.3 24 FINAL DRAFT (a) Systems Integrator shall provide qualified personnel to fill the following positions (collectively, "Key Personnel"): Project Director, Project Manager, Quality Assurance Manager, Integration Manager, Construction Manager, Design/Technical Manager and Project Engineer(s). No person named to a Key Personnel position, nor his/her successor approved by RCTC, shall be removed or replaced by Systems Integrator, nor shall his or her specified function or level of commitment hereunder be changed by Systems Integrator, without the prior written consent of RCTC, which consent shall not be unreasonably withheld or delayed. In the event Systems Integrator wishes to replace Key Personnel, such person's successor shall be presented to RCTC for approval and such approval shall not be unreasonably withheld or delayed. (b) If RCTC reasonably becomes dissatisfied with the performance of any Key Personnel or any other individual employed by Systems Integrator in the performance of the Work under this Agreement, then RCTC shall notify Systems Integrator in writing. Within thirty (30) Days of receipt of such written notice, Systems Integrator shall either propose a replacement person for evaluation and approval by RCTC, which approval shall not be unreasonably withheld or delayed; or correct the incumbent's performance deficiencies. If Systems Integrator has elected to correct the incumbent's performance deficiencies and the incumbent's performance deficiencies are not corrected to RCTC's reasonable satisfaction within thirty (30) Days after Systems Integrator's receipt of the written notice referred to above, then Systems Integrator shall, within ten (10) Days after expiration of the said 30-Day period, remove the individual at issue from working on the Work and, as soon as is feasible, propose to RCTC a replacement person for evaluation and approval by RCTC; whose approval of the said replacement shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if the Key Personnel or other individual at issue is not complying with safety policies or has engaged or is alleged to have engaged in theft, fraud or embezzlement, no cure period shall be required and, promptly on the first to occur of either written notice from RCTC or discovery by Systems Integrator (in which case, Systems Integrator shall promptly notify RCTC in writing of the same), Systems Integrator shall immediately remove such individual from working on the Work and propose to RCTC a replacement person for evaluation and approval by RCTC; whose approval of the said replacement shall not be unreasonably withheld or delayed. 4.3 RCTC's Representative. RCTC hereby designates the Executive Director of RCTC, or his or her designee, to act as its representative for the performance of this Agreement ("RCTC's Representative"). RCTC's Representative shall have the power to act on behalf of RCTC for all purposes under this Agreement. Systems Integrator shall not accept direction from any person other than RCTC's Representative or his or her designee. 4.4 Systems Integrator's Representative. Systems Integrator hereby designates Jan Mittermeier, or her designee, to act as its representative for the performance of this Agreement ("Systems Integrator's Representative"). Systems Integrator's Representative shall have full authority to represent and act on behalf of Systems Integrator for all purposes under this Agreement. Systems Integrator's Representative shall supervise and direct the Work. 4.5 Standard of Care; Licenses. Systems Integrator represents and maintains that it • • is skilled in the professional calling necessary to perform all Work, duties and obligations • required by this Agreement to fully and adequately complete the Work in a good and 6 17336.02100\8534777.3 25 • FINAL DRAFT workmanlike manner. Systems Integrator shall perform the Work 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. Systems Integrator warrants that all employees and Subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Systems Integrator further represents and warrants to RCTC that its employees and Subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, and that such licenses and approvals shall be maintained throughout the Agreement Term. ARTICLES SCOPE OF WORK; PROJECT SCHEDULE; COMPLETION DEADLINES; LIQUIDATED DAMAGES; STIPULATED DAMAGES 5.1 The Work. The purpose of this Agreement is to set out the principles, terms and conditions pursuant to which Systems Integrator shall perform the Work. For purposes of this Agreement, the "Work" shall be defined as all work set forth in the Scope of Work attached to this Agreement as Attachment B. 5.2 Engagement of Systems Integrator; Project Schedule. (a) Engagement of Systems Integrator. RCTC hereby engages Systems Integrator to perform the Work, and Systems Integrator hereby accepts such engagement in full, • subject to the terms of this Agreement. • (b) Milestone and Submittal Schedule. Systems Integrator shall fully, timely and adequately perform the Work in accordance with the terms of this Agreement and the deadlines set forth in the "Milestone and Submittal Schedule" attached hereto as Attachment C. Systems Integrator shall complete the specified milestones in Attachment C following issuance of the NTP, defined below, within the number of Days specified therein. The milestones set forth in Attachment C are necessarily high level and abbreviated and is not intended to capture the entirety of the Work or System Integrator's obligations with respect thereto or under the Contract Documents. A full description of the Work involved to meet each milestone is set forth in the Scope of Work. (c) Project Schedule. Systems Integrator agrees to perform the Work in accordance with the Project Schedule, which shall implement and be consistent with the Milestone and Submittal Schedule. The Project Schedule shall be developed by Systems Integrator and approved by RCTC in accordance with the Scope of Work ("Project Schedule"). ( d) Quality of Initial Work. Systems Integrator acknowledges and agrees that it is essential that the processes, products, equipment, materials, services, deliverables and other items to be produced or delivered by Systems Integrator hereunder be of the quality, utility, function and performance to meet all requirements of the Contract Documents the first time such items are to be produced or delivered so as to avoid timely and costly delays . 7 17336.02100\8534777.3 26 FINAL DRAFT 5.3 Notice to Proceed. Notwithstanding any other provision hereunder, Systems • Integrator shall not commence the Work and shall not be entitled to compensation therefor until a written Notice to Proceed has been issued by RCTC ("NTP"). The Work shall be commenced on the date stated in the NTP, which shall be no more than five (5) Days from the date of issuance ("Commencement Date"). RCTC shall issue the NTP no later than 30 Days after RCTC' s governing board shall have approved this Agreement other than for a reason caused by or arising out of the act, omission, negligence, gross negligence, recklessness, fraud, breach of Law, breach of Governmental Approval or willful misconduct of any Systems Integrator-Related Entity. If RCTC's governing board shall have failed to approve this Agreement on or before March 1, 2014, then unless otherwise agreed upon by the Parties, this Agreement shall terminate without liability to either Party. 5.4 Completion Deadlines. (a) Substantial Completion Deadline. Systems Integrator shall achieve Substantial Completion on or before 270 Days after ETTM Infrastructure Turnover. (b) Punch List Acceptance Deadline. Systems Integrator shall achieve Punch List Acceptance on the date( s) specified therefor in the Punch List, but in no event later than 90 Days after Substantial Completion. ( c) System Acceptance Deadline. Systems Integrator shall achieve System Acceptance on or before 120 Days after Opening Day. ( d) Final Acceptance Deadline. Systems Integrator shall achieve Final Acceptance on or before 120 Days after System Acceptance. (e) No Time Extensions. RCTC shall have no obligation to extend a Completion Deadline and Systems Integrator shall not be relieved of its obligation to comply with the Project Schedule and to achieve Substantial Completion, Punch List Acceptance, Systems Acceptance and Final Acceptance by the Completion Deadlines for any reason; provided, that RCTC shall extend all Deadlines described in this Section 5.4: (i) as provided for in Article 13; and (ii) for the duration of an event of Force Majeure described in Article 36; and (iii) as otherwise specifically provided for in this Agreement. 5.5 Timing Milestones and Liquidated Damages. (a) Milestone Schedule. In addition to the Milestone and Submittal Schedule set forth in Attachment C, the following milestone schedule shall apply for the purposes of establishing and/or calculating any liquidated damages due under this Agreement. No. Milestone Time Limit 1 ETTM Infrastructure Equipment available 42 Days from request by Design-Build for pick-up by Design-Build Contractor Contractor but in no event earlier than March 14, 2015. 2 Substantial Completion On or before 270 Days after ETTM 8 17336.02100\8534777 .3 27 • • • • • FINAL DRAFT Infrastructure Turnover. System Acceptance 120 Days after Opening Day (b) Liquidated Damages. RCTC and Systems Integrator recognize that time is of the essence in performance of this Agreement and that RCTC and the traveling public will suffer significant Losses, including loss of toll revenues and financing costs, as well as loss of goodwill and reputation, if the Work is not completed within the timeframes set forth in the Project Schedule. The Parties also recognize the delays, expense, and difficulties involved in proving the actual loss suffered by RCTC if the Work is not completed on time. Accordingly, instead of requiring any such proof, RCTC and Systems Integrator agree that as liquidated damages for delay (but not as a penalty), Systems Integrator shall pay RCTC in accordance with the following table, and that the following amounts are reasonable estimates of RCTC's damages in the event of delay: Liquidated Damages, until No. Milestone Milestone is Completed 1 ETTM Infrastructure Equipment $2,000 Per Day available for pick-up by Design- Build Contractor 2 Substantial Completion $53,000 Per Day 3 System Acceptance $8,000 Per Dav For each Day completion of the milestone identified in the chart above ("Milestone") is delayed beyond the time limit shown above in Section 5.5(a), Systems Integrator shall pay to RCTC liquidated damages pursuant to the table set forth above, provided that in no case shall the total, aggregate amount of liquidated damages exceed Two Million Three Hundred Eighty Five Thousand Dollars ($2,385,000). Payment shall be due within 5 Days after demand therefor. If Systems Integrator misses more than one Milestone, liquidated damages will be cumulative. Notwithstanding any other provision of this Agreement, RCTC may offset or deduct liquidated damages from any payments due (or to become due) to Systems Integrator under this Agreement. ( c) Application of Liquidated Damages for Failure to Achieve Substantial Completion. The foregoing, notwithstanding, Liquidated Damages for failure to achieve Substantial Completion on 270 days after ETTM Infrastructure Turnover shall only be applicable if any of the following is true: (i) (ii) 17336.02100\8534777.3 The RAMS, as defined in Section 20.3(c), is not operational or is unavailable. ETTM Subsystems -In-lane: Neither loops nor lasers are functioning consistently, at full function and as designed; 9 28 FINAL DRAFT Antenna is incapable of consistently reading either the transponder • or providing an Optical Character Read (OCR) or overhead view of vehicle; or Neither OCR nor overhead camera is working as designed, and at full capacity. (iii) Toll Zone Controller (TZC) or RAID backup data storage is unable to consistently, at full capacity and as designed, store and retrieve data. (iv) Changeable Message Sign (CMS) at one or more entrances is not posted with the operative prices consistently displayed. (v) Closed Circuit Television (CCTV): more than 8 cameras are not functioning and Systems Integrator is unable to provide workaround to protect commuters on the Express Lanes, flyover or I-15 tolled lanes. As used herein, a workaround to protect commuters would be a means of ensuring the secure and safe flow of traffic and timely clearance of accidents in accordance with any Caltrans requirements. 5.6 Access to ETTM Infrastructure and 91 Express Lanes Facilities. Following ETTM Infrastructure Turnover, the ETTM Infrastructure shall be available to Systems Integrator for Systems Integrator's Work in accordance with the provisions of the Scope of Work and the Design-Build Contract Technical Provisions. After ETTM Infrastructure Turnover and acceptance of the following areas, the Systems Integrator will have (i) non-exclusive priority • access and control of the TUBS, CMS signs, camera sites, and associated conduit networks needed to pull the toll fiber and electrical wiring, and (ii) non-exclusive access and control of the tolled express lanes and related improvements comprising the 91 CIP to the extent necessary for Systems Integrator to complete the Work. Systems Integrator acknowledges and agrees that it shall not have sole or unlimited access to the 91 CIP site and that Design-Builder shall continue to access the 91 CIP site and perform active work thereon in connection with the 91 CIP. Except as expressly set forth in Section 12.3(a), the ongoing work or access by Design-Builder shall not serve as the basis of any claim or Change Order under this Agreement by or on behalf of Systems Integrator. Systems Integrator shall, pursuant to its obligations under Article 12 hereunder, fully cooperate with and coordinate its Work and use of the ETTM Infrastructure with Design-Builder and shall not unreasonably interfere, impede or hinder the work or access of the Design-Builder. RCTC shall use reasonable efforts to facilitate Systems Integrator's coordination with the Design-Build Contractor, its employees and subcontractors in order to prevent Design-Build Contractor from unreasonably interfering with System Integrator's prosecution of the Work. Other than the areas of access provided to Systems Integrator by Design-Builder, the remaining 91 CIP site shall be under the control of Design-Builder, and Systems Integrator shall schedule and coordinate any access thereto necessary for the Work with Design-Builder. Access to the 91 Express Lanes Facilities for installation of the Software, Third Party Software, Systems Integrator's Proprietary Software and related equipment shall be on or before the date set forth in the Project Schedule. 5.7 Stipulated Damages. 10 17336.02100\8534777.3 29 • • • • FINAL DRAFT (a) Stipulated Damages Generally. Systems Integrator acknowledges and agrees that (i) because of the unique nature of the Work, performance of the Work in conformance with the Performance Requirements is essential to RCTC's ability to collect toll revenue to enable it to continue to finance, operate and maintain and improve the SR-91 Express Lanes in Riverside County, and (ii) if the Work does not meet the Performance Requirements at any time after System Acceptance Deadline, then RCTC will suffer substantial Losses that otherwise would have accrued to RCTC and the public it serves; and (iii) it is not possible to ascertain with certainty the Losses that RCTC would suffer in the event of such a failure. (b) Amount of Stipulated Damages. Therefore, commencing upon the System Acceptance Deadline, and up to and including Final Acceptance, Systems Integrator shall pay to RCTC an amount determined in accordance with Subsection (c) below (the "Stipulated Damages") as deemed compensation to RCTC for all Losses that arise out of a failure of the Work to perform in conformance with the Performance Requirements, unless such failure is caused by the act or omission of RCTC. Systems Integrator acknowledges and agrees that the Stipulated Damages are intended to compensate RCTC solely for its Losses caused by the failure of the Work to meet the Performance Requirements. Nothing herein shall excuse Systems Integrator from liability to correct any defects in the Work or from any other breach of requirements of the Contract Documents. RCTC agrees to accept Stipulated Damages, during the period identified in this section, as its sole monetary compensation for damages caused by such failure, provided that RCTC shall not be precluded from exercising its other nonmonetary rights and remedies respecting such failure, including requiring Systems Integrator to make adjustments to the Work that will cause it to meet the Performance Requirements after RCTC's written notice to Systems Integrator of the failure. For any claim occurring outside of the Stipulated Damages period, nothing herein shall be construed to limit RCTC's ability to recover actual damages. ( c) Calculating Stipulated Damages. The Parties hereby agree that the Stipulated Damages payable in accordance with this Section 5.7 shall be calculated based upon a comparison of the number of transactions identified by the Work during the period of failure to meet the Performance Requirements and the number of transactions identified by the Work during a comparable prior period reasonably determined by RCTC; provided, however, that if the Work does not have at least 6 months of operating history from which to compare, Stipulated Damages shall be determined by reference to the Riverside County 91 Express Lanes Extension Investment Grade Traffic and Revenue Study completed by Stantec dated May 9 2012, or such other traffic and revenue study estimates agreed upon by the Parties, for the period of time in question. For example, if, during the period in which the Work fails to meet the Performance Requirements, the Work identifies 100 transactions, and during a comparable prior period the Work identifies 1000 transactions, the Stipulated Damages for the failure to meet the Performance Requirements for the period in question would be the value of the difference in the number of transactions, i.e., an amount equal to 900 multiplied by the toll rate(s) applicable to such transactions (taking into account the time of day for such transactions). In determining a comparable prior period, the time of day, day of the week, time of the year, and direction of travel shall be taken into consideration. (d) Termination of Stipulated Damages Provisions. The Stipulated Damages provisions set forth in this Section 5.7 shall terminate and shall have no further force or effect 11 17336.02100\8534777.3 30 FINAL DRAFT upon issuance by RCTC of the Certificate of Final Acceptance as to any Losses incurred following such date. ARTICLE6 PROJECT SCHEDULE CHANGES; STOP WORK ORDER; SUSPENSIONS 6.1 Revised Project Schedule. Systems Integrator acknowledges and agrees that at any time and from time to time, should RCTC, in its sole discretion, determine that changes in circumstances, operations or management of the Work so requires, RCTC may direct a change and the Project Schedule shall be revised by the Parties to reflect any RCTC directed changes thereto. Unless the change in the Project Schedule is directed as a result of the act, omission, negligence, gross negligence, recklessness, fraud, breach of Law, breach of Governmental Approval or willful misconduct of any Systems Integrator-Related Entity, Systems Integrator may submit a request for a Change Order pursuant to Article 13 if the changes to the Project Schedule impact the Critical Path or require Systems Integrator to incur additional costs not covered under the Total Compensation. Any such right to a Change Order shall be subject to the provisions of Article 13. No acceleration of the deadline set forth in the Project Schedule for making the ETTM Infrastructure Equipment available to the Design-Build Contractor is permitted. No acceleration of any other deadline set forth in the Project Schedule is permitted unless the Parties shall have mutually determined, in good faith, that such acceleration is both technically and practically feasible. 6.2 Stop Work Order. (a) Issuance of Stop Work Order. RCTC may, at any time, by written stop work order ("Stop Work Order") to Systems Integrator, require Systems Integrator to stop all or any part of the Work called for by this Agreement for a period of up to 126 Days after the Stop Work Order is delivered to Systems Integrator and for any further period to which the Parties may agree. The Stop Work Order shall be specifically identified as such, and shall include a clear description of the Work to be suspended. (b) Compliance with Stop Work Order. Upon receipt of the Stop Work Order, Systems Integrator shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the Work covered by the Stop Work Order during the period of Work stoppage. Within a period of 126 Days after a Stop Work Order is delivered to Systems Integrator or within any extension of that period to which the Parties shall have agreed, RCTC shall either: (i) Cancel the Stop Work Order; or (ii) Terminate this Agreement for convenience in whole or in part in writing as soon as feasible. RCTC is not required to provide 30 Days notice of termination if a Stop Work Order has been issued. • • (c) Equitable Adjustment. Unless the Stop Work Order has been issued as a result of an act, omission, negligence, gross negligence, recklessness, fraud, breach of Law, • breach of Governmental Approval or willful misconduct of any Systems Integrator-Related 12 17336.02100\8534777.3 31 • • • FINAL DRAFT Entity or pursuant to Section 6.3, an equitable adjustment shall be made in the Project Schedule and the completion deadlines as set out in Section 5.4, or if remobilization is required and justifies an adjustment to the completion deadline, or the Total Compensation, or both, and in such case, the Agreement will be modified in writing accordingly if: (i) The Stop Work Order results in a material increase in the time required for, or in Systems Integrator's direct costs (which includes those costs directly attributable to the performance of the Work, and all costs, including overhead, related to remobilization), properly allocable to the performance of any part of this Agreement; (ii) Systems Integrator promptly asserts a claim for such adjustment at the time Systems Integrator becomes aware of such claim, and in any event within 30 Days after the end of the period of work stoppage. 6.3 Suspension of Work for Cause. RCTC has the authority to suspend the Work by written order, wholly or in part, for Systems Integrator's failure to: (a) Correct conditions deemed by RCTC to be unsafe for personnel performing the Work or the general public; or (b) Comply with any Governmental Approval, Law or otherwise carry out the requirements of the Contract Documents; or ( c) Carry out orders of RCTC issued in accordance with this Agreement; ( d) Comply with requirements for developing and implementing any required plans or programs as set forth in the Scope of Work; ( e) Comply with Environmental Requirements; or (f) Provide, obtain or amend, as applicable, any insurance or bonds required pursuant to this Agreement. Systems Integrator shall promptly comply with any written suspension order. Systems Integrator shall promptly recommence the Work upon receipt of written notice from RCTC directing Systems Integrator to resume work. RCTC shall have no liability to Systems Integrator in connection with any such suspension, and Systems Integrator shall not be entitled to any adjustment in the Project Schedule or the Total Compensation. 6.4 Obligations During Suspension of Work. Suspension of the Work, regardless of cause, shall not relieve Systems Integrator of the responsibility for the Work and materials as herein specified. If ordered by RCTC, Systems Integrator shall, at Systems Integrator's expense, properly store materials which have been partially or fully paid for by RCTC. In such case, (i) storage by Systems Integrator shall be on behalf of RCTC, (ii) RCTC shall at all times be entitled to the possession of the materials and (iii) Systems Integrator shall promptly return the materials to the Site of the Work when requested. Systems Integrator shall not dispose of any of the materials so stored except on written authorization from RCTC. Suspension of the Work does 13 17336.02100\8534777.3 32 FINAL DRAFT not affect RCTC' s payment obligations arising prior to the date of, or during the course of, suspension. ARTICLE7 COMPENSATION 7.1 Total Compensation. In accordance with the provisions set forth in Article 7 hereof and subject to the limitations set forth in this Agreement, RCTC agrees to pay, and Systems Integrator agrees to accept as full and sufficient compensation and reimbursement for the Work, including, but not limited to, all design, construction, installation, integration, testing, commissioning, services, products, materials, Software and Third-Party Software licenses, Governmental Approvals, permits, sales and other taxes, equipment, rights in real property for Work, staging or storage areas, temporary utilities, profit, overhead, travel and expenses, the amount of Twenty Five Million Nine Hundred Thousand Dollars ($25,900,000) (the "Total Compensation"), which shall be paid to Systems Integrator in accordance with the initial payment schedule attached hereto as Attachment D (the "Payment Milestone Schedule"). Systems Integrator acknowledges and agrees that any and all costs and expenses incurred by Systems Integrator for and in respect of the proper execution and completion of the Work, even in excess of the Total Compensation set forth in this Section 7.1, including but not limited to, any· import and/or export fees and duties and any shipping, freight or other transportation costs, shall be the for the sole and exclusive account of, and shall be borne by, Systems Integrator and that • RCTC shall have no liability or obligation with respect thereto, unless otherwise agreed upon in • writing by the Parties or pursuant to Article 13. 7.2 Payment Milestone Schedule Changes. At any time and from time to time, should RCTC determine that changes in circumstances, operations or management of the Work so require, a revision to the Payment Milestone Schedule may be proposed by RCTC. In such case, the Parties shall negotiate a revision to the Payment Milestone Schedule in good faith. Once a revised Payment Milestone Schedule is agreed upon by the Parties and delivered by RCTC to Systems Integrator, it shall be deemed to be the "Payment Milestone Schedule" for all purposes hereunder and shall supersede any previous Payment Milestone Schedule. ARTICLES TIMING AND METHOD OF PAYMENT 8.1 Requests for Milestone Payments. Systems Integrator may, not more than once per month, submit a request for a Milestone Payment ("Payment Request"). Each Payment Request shall be in a form provided or approved by RCTC. Each Payment Request shall be accompanied by (i) the approved Project Schedule or, as applicable, the Project Schedule Updates, as described in the Scope of Work and (ii) a monthly progress report showing the percent complete for each task, the milestones, as described in Attachment D, achieved during such month and any other information required by the Scope of Work or reasonably requested by RCTC. Each Payment Request shall include a cover sheet bearing a certification as to the accuracy of the Payment Request, and certifying that all Work that is the subject of the Payment • Request fully complies with the requirements of the Contract Documents subject to any 14 17336.02100\8534777.3 33 • • • FINAL DRAFT exceptions identified in the certification. Said cover sheet and the Payment Request shall be signed by Systems Integrator's Representative or other authorized officer (and the certifications regarding the Work shall also be executed by the quality control/quality assurance manager(s)). Payment Requests shall be submitted as directed by RCTC. (a) Notwithstanding any other provision in the Agreement to the contrary, System Integrator's first Payment Request ("First Payment Request") may be submitted to RCTC on the Commencement Date and shall only include the aggregate of: (1) the cost of the Performance Bond; (2) the cost of the Payment Bond; (3) the cost of the insurance premiums; and (4) general mobilization costs in an amount equal to 3% of the Total Compensation. The First Payment Request will not include a Schedule or Schedule Updates or milestones achieved (other than verification that the required Performance Bond and Payment Bond have been obtained). Retention will not be withheld from the First Payment Request. 8.2 Payment. Unless RCTC has a right to withhold, deduct or offset payment under the terms of this Agreement or a portion of the payment if disputed by RCTC, RCTC shall make payment to Systems Integrator in the amount of the Payment Request and in accordance with the Payment Milestone Schedule ("Milestone Payment") within 45 Days of receipt of the Payment Request, provided that the Work subject to the Payment Request was performed in accordance with the requirements of this Agreement, and the Payment Request is properly prepared, accompanied by the documents required in Section 8.1 above, and conforms to the requirements contained in this Agreement. RCTC shall promptly advise System Integrator of any deficiency in any Payment Request. At RCTC's election, RCTC may make payment to Systems Integrator via electronic fund transfer to an account to be named by Systems Integrator . 8.3 Retention of Funds. Notwithstanding any other term or provision of this Article ~. RCTC shall retain from each approved payment up to five percent (5%) of the payment due to Systems Integrator. Unless otherwise required by Law and except for such amounts as RCTC is entitled to retain, deduct or offset, the final payment of five percent ( 5%) of the value of the Work, if unencumbered, shall be paid no later than 60 Days after Final Acceptance. Acceptance by Systems Integrator of such payment, shall constitute an irrevocable and unconditional waiver, discharge and release of all claims of any kind or nature (known and unknown) against RCTC arising from or out of the Contract Documents and the Work and accrued prior to Final Acceptance, other than claims properly filed prior to the date of such payment in accordance with the terms of this Agreement and unresolved as of such date. Notwithstanding the foregoing, after fifty four percent (54%) of the Work has been completed, including completion -of the toll operating center (TOC) equipment installation, if in the sole discretion of RCTC progress on the Work is satisfactory, RCTC will not make further deductions on the remaining Milestone Payments. 8.4 Stop Notice and Payment Bond Claim Waivers. In addition to the requirements above, Payment Requests covering any Work or any materials or supplies incorporated into the Work (but excluding design or other related professional services) shall comply with the following: Systems Integrator shall submit with each such Payment Request a valid unconditional waiver and release of any right to file a stop notice and payment bond claims from all 15 17336.02100\8534777.3 34 FINAL DRAFT Subcontractors and materialmen for all work and materials included in any prior Payment Request. Waivers and releases of stop notice and payment bond claims shall be substantially in the forms prescribed in California Civil Code Sections 8132, 8134, 8136, or 8138, as one or another may be applicable. Prior to final payment by RCTC, Systems Integrator shall submit conditional releases of stop notice and payment bond claims from any Subcontractor or materialman, and a full, unconditional waiver and release of all claims against RCTC that are based on nonpayment of any sums required under provisions of this Agreement to be paid to the person or entity giving the release on or before the date that the unconditional waiver and release 1s given. 8.5 Withholding of Payment. RCTC shall pay all undisputed portions of Systems Integrator's Payment Request in accordance with the terms of this Article 8. In addition to amounts which RCTC may retain under other provisions of the Contract Documents, RCTC may withhold payments due to Systems Integrator as may, in RCTC's determination, be necessary to cover: (a) Stop Notice claims; (b) Defective or Nonconforming Work not remedied; ( c) Unjustified failure of Systems Integrator to make proper payments to its Subcontractors or suppliers, provided that any withholdings are in accordance with applicable Law; ( d) Damage to or Losses of RCTC as a result of the act, omission, negligence, gross negligence, recklessness, fraud, breach of Law, breach of Governmental Approval or willful misconduct of any Systems Integrator-Related Entity; ( e) Amounts which may be due RCTC for claims or Losses against Systems Integrator, including any indemnification obligations; (f) Failure of Systems Integrator to submit accurate ("as-built") drawings; (g) Failure to timely prepare an approved Project Schedule or to provide Project Schedule Updates as required in Section 2.4.4 of the Scope of Work; (h) Failure to provide Site clean up; (i) Failure of Systems Integrator to comply with requirements of the Contract Documents; G) Liquated damages; (k) Stipulated Damages; (1) Legally permitted penalties and fines; and (m) Disputed portions of Systems Integrator's Payment Request;. 16 17336.02100\8534777.3 35 • • • • • • FINAL DRAFT In the event that payment is withheld, RCTC promptly shall notify Systems Integrator of the basis for withholding payment. Upon completion of this Agreement, RCTC will reduce the Total Compensation amount, including any withheld retentions, to reflect costs charged to the Systems Integrator, back charges or payments withheld pursuant to the Contract Documents. 8.6 Bonds. Prior to the Commencement Date, Systems Integrator shall deliver to RCTC four identical counterparts of the Performance Bond and Payment (Labor and Materials) Bond in the form supplied by RCTC and attached hereto as Attachment J. The Performance Bond and the Payment (Labor and Materials) Bond shall be for one hundred percent (100%) of the Total Compensation, unless a lesser amount is specified in writing by RCTC. (a) Surety Requirements. Any bond required hereunder shall be issued by a Surety authorized to do business in the State with a rating of at least A VIII by "Best & Company" or rated in the top two categories by two nationally recognized rating agencies, or as otherwise approved by RCTC in its sole discretion. If any bond previously provided becomes ineffective, or if the Surety that provided the bond no longer meets the requirements hereof, Systems Integrator shall provide a replacement bond in the same form issued by a surety meeting the foregoing requirements, or other assurance satisfactory to RCTC in its sole discretion. If the Total Compensation is increased in connection with a Change Order, RCTC may, in its sole discretion, require a corresponding proportionate increase in the amount of any bond or alternative security hereunder. (b) No Effect on RCTC Rights. Except to the extent provided by Law, no draw under any bond required hereunder shall preclude, inhibit, alter or modify RCTC's rights to exercise any and all other rights and remedies available under the Contract Documents, at Law or in equity. (c) No Relief of Liability. Notwithstanding any other provision set forth in the Contract Documents, performance by a Surety of any of the obligations of Systems Integrator shall not relieve Systems Integrator of any of its obligations hereunder. ARTICLE9 DESIGN REQUIREMENTS 9.1 Design Review Process and Compliance with Final Design Documents. Systems Integrator shall furnish the Design Documents to RCTC in accordance with the design review submittal and certification process set forth in Section 9 of the Scope of Work. 9.2 Response to Comments. RCTC shall, within 30 Days after receipt from Systems Integrator of the initial drafts of the Design Documents, provide its comments to Systems Integrator. Systems Integrator shall, within 20 Days after receipt of the comments provided by RCTC on initial drafts of Design Documents, respond to the same and make modifications to the Design Documents based on such comments in accordance with Section 9 of the Scope of Work. For resubmittals of Design Documents, the 20 Day period shall be reduced to 10 Days. Systems Integrator acknowledges that comments may be provided which reflect concerns regarding operability or preferences of the commenter or which otherwise do not directly relate to specific 17 17336.02100\8534777.3 36 FINAL DRAFT requirements of the Contract Documents. Systems Integrator agrees to undertake reasonable • efforts to accommodate or otherwise resolve any such comments through the review process. 9.3 Implementation of Final Design Documents. Systems Integrator shall construct, fabricate, assemble, provide, install, integrate, test and verify all aspects of the Work in accordance with the Final Design Documents and the requirements of the Contract Documents. The Final Design Documents may be changed only with prior written approval of RCTC, in its sole discretion, subject to review and comments from Systems Integrator and subject to Systems Integrator's rights under Article 13. 9.4 Integration with OCTA System. Integration with OCTA System. The Parties acknowledge that the Work will require integration with and interface of the Work with OCTA's existing electronic toll and traffic management system ("OCT A System"), including any changes thereto required to complete the Work (as used in this paragraph, "Systems Interface Work"). Systems Integrator shall, concurrently with submitting its Project Schedule, provide in writing to RCTC the anticipated timing for any Systems Interface Work that may impact the OCTA System and a detailed written description of any required changes to the OCT A System ("Systems Interface Submittals"). RCTC shall coordinate such Systems Interface Work with OCTA, and shall obtain any required OCTA approvals for such changes to the OCTA System. Systems Integrator shall ensure that the Systems Interface Work is completed in accordance with the OCT A approved schedule for the Systems Interface Work, to be provided to Systems Integrator by RCTC, and in such a manner as to minimize, to the greatest extent possible, any temporary impacts to OCTA. Other than any temporary impacts associated with completion of the Systems • Interface Work in accordance with the OCT A approved schedule, Systems Integrator shall ensure that there are no negative impacts to the operation or function of the OCTA System. Systems Integrator shall ensure that the Work integrates and operates seamlessly with the OCT A System. Following RCTC's review and approval of the Systems Interface Submittals, RCTC shall provide such submittals to OCTA. OCTA shall have the following period of time: 30 Days to act after the date it receives the Systems Interface Submittals and all necessary information and documentation concerning the subject matter thereof, and 20 Days for resubmittals. If OCT A shall fail to comply with the foregoing timeframes, such failure shall be treated as an RCTC failure to act subject to Section 3.7(b) of this Agreement. ARTICLE 10 INSPECTION AND TESTING 10.1 Oversight and Inspection. (a) System Integrator Quality Assurance/Quality Control. Systems Integrator shall perform the inspection, sampling, testing, quality control and quality assurance necessary for Systems Integrator to comply with its obligations under the Contract Documents. (b) Oversight and Inspection; Designated Inspectors. All materials and each part or detail of the Work shall be subject to oversight, inspection and owner verification testing by RCTC and other Persons designated by RCTC ("Designated Inspectors"). RCTC and any Designated Inspectors shall have the right, but not the obligation, to enter onto the Site at 18 17336.02100\8534777.3 37 • • • FINAL DRAFT any time to inspect the Work, the progress of the Work and to ensure Systems Integrator's compliance with the terms of the Contract Documents. Oversight, inspection and/or testing does not make any Designated Inspectors a party to this Agreement nor does it change the rights of the Parties. Systems Integrator hereby consents to such oversight, inspection and owner verification testing. Upon request from RCTC, Systems Integrator shall furnish information pertinent to the Work to RCTC and any Designated Inspectors and shall permit such Persons access to all parts of the Work. Systems Integrator shall provide and require its Subcontractors to provide all reasonable facilities and assistance for the safety and convenience of RCTC and any Designated Inspectors in the performance of their duties. ( c) Required Inspections or Approvals. At all points in performance of the Work at which specific inspections and/or approvals by RCTC are required by the Scope of Work or Project Schedule, Systems Integrator shall not proceed beyond that point until RCTC has made such inspection or approval or waived its right in writing to inspect or approve. (d) No Relief from Agreement Obligations. Systems Integrator shall not be relieved of obligations to perform the Work in accordance with the Contract Documents, or any of its warranty, maintenance, indemnity or other Contract Document obligations, (i) as the result of oversight, spot checks, audits, reviews, tests or inspections performed by RCTC or any Designated Inspectors, (ii) approvals or acceptances made by RCTC or any Designated Inspectors, or (iii) any failure of RCTC or any Designated Inspectors to take such action. RCTC shall not be precluded or estopped, by any measurement, estimate or certificate made either before or after Final Acceptance, or by making any payment, from showing that any such measurement, estimate or certificate is incorrectly made or untrue, or from showing the true amount and character of the Work performed and materials furnished by Systems Integrator, or from showing that the Work or materials do not conform in fact to the requirements of the Contract Documents, and RCTC may recover from Systems Integrator such Losses as RCTC may sustain by reason of Systems Integrator's failure to comply or to have complied with the terms of the Contract Documents. 10.2 Nonconforming Work. (a) Rejection of Nonconforming Work. Any Work (or portion thereof) that RCTC determines does not conform to the requirements of the Contract Documents, Governmental Approvals, applicable Law and/or the standard of care established in this Agreement ("Nonconforming Work") shall be, as applicable, redone and/or removed and replaced so as to conform to such requirements, at Systems Integrator's sole cost and expense, and without a time extension; and Systems Integrator shall promptly take all action necessary to prevent similar deficiencies from occurring in the future. The fact that RCTC may not have discovered the Nonconforming Work shall not constitute an acceptance of such Nonconforming Work; provided, that no order to remove and replace pursuant to this Section 10.2(a) shall in any way negate, impair the effect of, or constitute a rescission of, any Certificate theretofore issued by RCTC under Article 17 hereof; provided further, that if identification and correction of any Nonconforming Work occurs after Substantial Completion, Systems Integrator shall be liable to RCTC for any Losses related to such corrective Work. If Systems Integrator fails to correct any Nonconforming Work within 10 Days of receipt of notice from RCTC requesting correction, or • if such Nonconforming Work cannot be corrected within such 10 Day period, and Systems 19 17336.02100\8534777.3 38 FINAL DRAFT Integrator fails, within such 10-Day period, to (i) provide to RCTC a schedule for correcting any such Nonconforming Work acceptable to RCTC, (ii) commence such corrective Work and (iii) thereafter diligently prosecute such correction in accordance with such approved schedule to completion, then RCTC may cause the Nonconforming Work to be remedied or removed and replaced and may deduct the cost of doing so from any moneys due or to become due Systems Integrator and/or obtain reimbursement from Systems Integrator for such cost. If Systems Integrator disputes RCTC's determination that any Work (or portion thereof) is Nonconforming Work, Systems Integrator shall nevertheless timely comply with the requirements of this paragraph, and may, prior to commencement of the corrective Work, submit such dispute for resolution pursuant to Article 33 of this Agreement. If Systems Integrator prevails in such dispute, then any delay in the Critical Path for the Work described in this paragraph shall be considered as caused by RCTC, and Systems Integrator shall be entitled to a Change Order for the cost of such efforts and recovery of any delay to the Critical Path occasioned thereby. (b) Agreement to Accept Nonconforming Work. If RCTC agrees to accept any Nonconforming Work without requiring it to be fully corrected, RCTC shall be entitled to reimbursement of a portion of the applicable price of such Work in an amount equal to the greatest of (a) the amount reasonably determined by RCTC as appropriate to provide compensation to RCTC for impacts such as future maintenance and/or other costs relating to the Nonconforming Work, (b) the price of such Work under this Agreement, or ( c) 100% of Systems Integrator's cost savings associated with its failure to perform the Nonconforming Work in accordance with the requirements of the Contract Documents as reasonably determined by RCTC. Such reimbursement shall be payable to RCTC within 10 Days after Systems Integrator's receipt of an invoice therefor. Alternatively, RCTC may deduct the amount of such costs and expenses from any sums owed by RCTC to Systems Integrator pursuant to this Agreement. Systems Integrator acknowledges and agrees that RCTC shall have sole discretion regarding acceptance or rejection of Nonconforming Work and shall determine, in good faith, the amount payable in connection therewith. If Systems Integrator disputes such RCTC determination, the dispute shall be submitted to RCTC in writing within 20 Days of the determination and resolved pursuant to Article 33. 10.3 Obligation to Uncover Finished Work. (a) Systems Integrator shall inform RCTC in writing of any part of the Work which is about to be covered and offer a full and adequate opportunity to RCTC or its Designated Inspectors to inspect and test such part of the Work before it is covered. Any Work that is covered without adequate notice to and opportunity for prior inspection by RCTC or its Designated Inspectors (if applicable) or without inspection in accordance with the Scope of Work may be ordered uncovered and recovered at Systems Integrator's cost and without a time extension, even if the work proves acceptable and conforming after uncovering. (b) RCTC may require previously inspected Work to be uncovered if RCTC has a good faith reason to believe that the Work is not in conformance with the Contract Documents notwithstanding its prior inspection. In such case, ifthe Work exposed or examined is not in conformance with the requirements of the Contract Documents, then: (i) Systems • • Integrator shall restore the Work to the standard required by the Contract Documents; and (ii) • uncovering, removing and restoring such Work and recovery of any delay to the Critical Path 20 17336.02100\8534777.3 39 • • • FINAL DRAFT occasioned thereby shall be at Systems Integrator's cost; and Systems Integrator shall not be entitled to any time extension. Section 10.2 governs payments owing by Systems Integrator to RCTC if RCTC agrees (in its sole discretion) to accept Nonconforming Work uncovered pursuant to this Section 10.3. (c) Except with respect to Work done or materials used without opportunity for prior inspection, as set forth in paragraph (a) above, if the Work exposed or examined is in conformance with the requirements of the Contract Documents, then any delay in the Critical Path from uncovering, inspecting and recovering the Work shall be considered as caused by RCTC, and Systems Integrator shall be entitled to a Change Order for the cost of such efforts and recovery of any delay to the Critical Path occasioned thereby. ARTICLE 11 PROGRESS OF WORK 11.1 Submission of Reports. Systems Integrator shall provide such reports (weekly, monthly, quarterly, annually, or otherwise) in connection with the Work as required in the Scope of Work or as reasonably requested by RCTC. All applicable reports shall be submitted in accordance with the specifications in the Scope of Work or as reasonably required by RCTC. 11.2 Conditions Affecting Work. Systems Integrator shall be solely responsible for taking all steps reasonably necessary to ascertain the nature and location of the Work to be performed under this Agreement, and to know the general conditions which can affect the Work or the cost thereof. Any failure by Systems Integrator to do so shall not relieve Systems Integrator from responsibility for successfully performing the Work without additional cost to RCTC. RCTC assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Agreement, unless such understanding or representations by RCTC are expressly stated in the Agreement. 11.3 Progress of the Work. Systems Integrator shall promptly advise RCTC in writing of events which may have a material impact upon the progress of the Work, including (i) problems, delays, adverse conditions which may materially affect the ability to attain Agreement objectives, or prevent the meeting of time schedules and goals (including those set forth on the Project Schedule), and (ii) favorable developments or events which enable meeting the deadlines of the Project Schedule sooner than anticipated. The provision of any notice of delay shall be accompanied by a statement of the action taken, or contemplated, to address such delay, and, unless otherwise provided herein or agreed upon in writing by the Parties, shall in no way impact any obligation of Systems Integrator to complete the Work in accordance with the Project Schedule. 11.4 Recovery Schedule. (a) Obligation to Submit Recovery Schedule. If at any time, the Work on any Critical Path item is delayed for a period which exceeds the greater of either 30 Days in the aggregate or that number of Days in the aggregate equal to 5% of the Days remaining until a Completion Deadline, then Systems Integrator shall prepare and submit to RCTC for review and 21 17336.02100\8534 777.3 40 FINAL DRAFT approval with the next Project Schedule Update a recovery schedule demonstrating Systems Integrator's proposed plan to regain lost schedule progress and to achieve the original contractual milestones ("Recovery Schedule") in accordance with this Agreement, including Substantial Completion by the Substantial Completion Deadline, Punch List Acceptance by the applicable Punch List Acceptance Deadline, System Acceptance by the System Acceptance Deadline, and Final Acceptance by the applicable Final Acceptance Deadline. If the delay to Work on any Critical Path item is solely for a reason for which Systems Integrator is entitled to a Change Order pursuant to Article 13, for an RCTC default under Article 24A, an RCTC-Caused Delay or for a Force Majeure event, the proposed Recovery Schedule shall clearly identify any additional cost to be incurred and paid by RCTC, if such costs are allowed under this Agreement, as a result of Systems Integrator implementing such Recovery Schedule. (b) Review of Recovery Schedule. RCTC shall notify Systems Integrator within 14 Days after receipt of each such Recovery Schedule whether the Recovery Schedule is deemed accepted or rejected. Within 7 Days after any rejection by RCTC of the Recovery Schedule, Systems Integrator will resubmit a revised Recovery Schedule incorporating RCTC's comments, unless, in the case of a delay to Work on any Critical Path item solely for a reason for which Systems Integrator is entitled to a Change Order pursuant to Article 13, for an RCTC default under Article 24A, an RCTC-Caused Delay or for a Force Majeure event, RCTC rejects such Recovery Schedule and advises Systems Integrator that RCTC will instead extend the time for performance pursuant to Article 13. When RCTC accepts Systems Integrator's Recovery Schedule, Systems Integrator shall, within 5 Days after RCTC's acceptance, incorporate and fully include such schedule into the Project Schedule, deliver the same to RCTC and proceed in accordance with the approved Recovery Schedule. ( c) Cost of Preparation. All costs incurred by Systems Integrator in preparing, implementing and achieving the Recovery Schedule shall be borne by Systems Integrator and shall not result in a change to the Total Compensation, except to the extent that a change in the Total Compensation is permitted in accordance with Article 13, , or for an RCTC default under Article 24A or an RCTC-Caused Delay. If Systems Integrator fails to provide an acceptable Recovery Schedule as required herein, Systems Integrator shall have no right to receive Milestone Payments until such time as Systems Integrator has prepared and RCTC has approved such Recovery Schedule. ARTICLE 12 COORDINATION; SAFETY; TRAINING 12.l Conferences. Subject to the terms of this Agreement and in addition to any requirements contained in the Scope of Work, the Parties shall, from time to time during the progress of the Work, confer with each other upon the reasonable request of either Party. RCTC shall also have the right to require Systems Integrator to attend regularly scheduled meetings during the Agreement Term. At the election of RCTC, conferences shall be at Systems Integrator's office, an office of RCTC, or at other reasonable locations designated by RCTC. Systems Integrator shall prepare and present such information as may be pertinent and necessary, or as may be reasonably requested by RCTC, in order to evaluate the Work and the progress of 22 17336.02100\8534777.3 41 • • • • • • FINAL DRAFT the Work. Systems Integrator shall prepare and distribute to RCTC, within a period of time not to exceed 3 Days after each meeting or conference, minutes of such meetings or conferences . 12.2 Cooperation. Systems Integrator acknowledges and agrees that Caltrans has certain review and approval rights under this Agreement, as further specified in the Scope of Work. Except as directed by RCTC, Systems Integrator shall fully cooperate with Caltrans and comply with Caltrans requirements, as specified herein and as may be necessary to achieve Final Acceptance. 12.3 Coordination; Non-Interference. (a) Coordination Obligations. Systems Integrator acknowledges and agrees that RCTC has awarded a Design-Build Contract for the design and construction of the 91 CIP and the development, installation and implementation of certain components of the ETTM System Infrastructure, as further described herein. System Integrator acknowledges that (i) it has reviewed the provisions of the Design-Build Contract referenced in Exhibit 2 to Attachment A of this Agreement, and the Design-Build Contract Technical Provisions (ii) the foregoing are consistent with the Work and System Integrator's obligations hereunder; and (iii) the Milestone and Submittal Schedule, the Project Schedule and the Total Compensation have been developed and agreed to in light of and with full understanding of the herein identified terms of the Design- Build Contract and the required coordination with the Design-Build Contractor. Following NTP, the Parties may mutually agree on additional provisions of the Design-Build Contract relevant to this Agreement, and in such case, a list of such identified provisions shall be attached to this Agreement and shall be incorporated herein. Systems Integrator shall coordinate its performance of the Work with RCTC's designated 91 CIP Construction Manager ("PCM"), the Design-Build Contractor and with other adjacent projects, including, without limitation, as required and detailed in the Scope of Work; provided, that RCTC shall have required the Design-Build Contractor and such other contractors to cooperate and coordinate their work with Systems Integrator. Systems Integrator shall fully cooperate and shall adapt scheduling and performance of the Work and other obligations under this Agreement as reasonably necessary to accommodate such other work, and accept any reasonable direction that may be provided by RCTC; provided, that RCTC shall have required the Design-Build Contractor and such other contractors to cooperate and coordinate their work with Systems Integrator. Systems Integrator shall not commit or permit any actions that will unreasonably interfere with the performance of work by another contractor ofRCTC, including the Design-Build Contractor. Systems Integrator hereby agrees to participate in joint resolution of disputes with other contractors of RCTC, including the Design-Build Contractor, providing work or services on the 91 CIP Project where there is a dispute as to fault, and to allow RCTC to join in the resolution of such disputes. If the Design-Build Contractor or any other contractor of RCTC unreasonably interferes with or delays Systems Integrator's ability to complete portions of the Work, then so long as Systems Integrator is in compliance with the Project Schedule and has made good faith efforts to comply with its obligations under this Section 12.3, Systems Integrator may submit a request for a Change Order pursuant to Article 13 of this Agreement. (b) Non-Interference. Systems Integrator shall use best efforts to avoid, minimize and mitigate interference with the Design-Build Contractor and the performance of Design-Build Contractor's work under the Design-Build Contract. Systems Integrator 23 17336.02100\8534777.3 42 FINAL DRAFT acknowledges that the Design-Build Contractor shall be working in the same areas as Systems Integrator during the design and construction of the SR-91 CIP and the performance of the Work by Systems Integrator. Systems Integrator acknowledges that RCTC shall have no responsibility or liability to Systems Integrator for the actions and omissions of Design-Build Contractor, except as provided in Section 12.3(a) or to the extent that such actions or omissions shall have been specifically directed by RCTC. 12.4 Safety. Systems Integrator shall take all reasonable precautions to prevent damage, injury, or loss to, all persons who would reasonably be expected to be affected by the Work, including individuals performing Work, employees of RCTC and the Design-Build Contractor and their respective consultants, visitors to the Work site or sites and members of the public who may be affected by the Work. Systems Integrator shall at all times comply with all applicable health and safety requirements contained in the Scope of Work, and all such requirements under applicable Law. 12.5 Obligation to Minimize Impacts. Systems Integrator shall ensure that all of its activities and the activities of its Subcontractors are undertaken in a manner that will minimize the effect on surrounding property and the public to the maximum extent practicable. 12.6 Training. Systems Integrator shall fully and satisfactorily develop all training materials and train all personnel and persons engaged in the Work, and all personnel who will operate and maintain the Work, in accordance with the requirements contained in the Scope of Work. ARTICLE 13 CHANGES AND EXTRA WORK 13.1 Change Order Work. RCTC may order changes in the Work consisting of additions, deletions or other revisions, the Agreement amount and Agreement time being adjusted accordingly. All such changes in the Work shall be authorized by a written change order signed by RCTC and acknowledged or approved by Systems Integrator ("Change Order"), and except as set forth herein shall be performed under the applicable conditions of the Contract Documents. A Change Order approved in writing by Systems Integrator indicates Systems Integrator's agreement therewith, including any adjustment in the Total Compensation or the Project Schedule, and the full and final settlement of all costs (direct, indirect and overhead) related to the Work authorized by the Change Order. A Change Order acknowledged in writing by Systems Integrator, but not approved, shall be deemed to have been signed by Systems Integrator under protest; and in such case RCTC shall pay for such work as set forth in Section 13.4(b) below. 13.2 Systems Integrator Claims for Compensation. All claims for additional compensation to Systems Integrator shall be presented in writing to RCTC by Systems Integrator before the expense is incurred and will be adjusted as provided herein. No Work shall be allowed to lag pending such adjustment, but shall be promptly executed as directed, even if a • • dispute arises. No claim will be considered after the Work in question has been done unless a • Change Order has been issued or a timely written notice of claim has been made by Systems 24 17336.02100\8534777.3 43 • • • FINALDRAFT Integrator. Systems Integrator shall not be entitled to claim or bring suit for Losses, whether for loss of profits or otherwise, on account of any decrease or omission of any item or portion of Work to be done. Whenever any change is made as provided for herein, such change shall be considered and treated as though originally included in the Agreement, and shall be subject to all terms, conditions and provisions of the original Agreement. 13.3 Initiation of Change Orders. (a) RCTC Initiated Change. Systems Integrator must submit a complete cost proposal, including any change in the Milestone and Submittal Schedule and/or Project Schedule, within 7 Days after receipt of a scope of a proposed Change Order, unless RCTC reasonably requests that proposals be submitted in less than 7 Days. (b) Systems Integrator Initiated Change. Systems Integrator must give written notice of a proposed Change Order if Systems Integrator is of the opinion that any work it has been directed to perform or that is required for compliance with the Contract Documents is not included within the Work described in this Agreement and the Scope of Work, or if Systems Integrator is of the opinion that an adjustment to the Project Schedule is required because of an RCTC-Caused Delay or for any other reason for which Systems Integrator may be entitled to an adjustment to the Project Schedule under this Agreement, including Section 6.2(c) and 12.3(a). Systems Integrator shall notify RCTC in writing within 15 Days of discovery of the facts giving rise to the proposed Change Order. Failure of Systems Integrator to provide such notice shall result in a forfeiture of the right, if any, to a Change Order and any compensation or time relief or extension. Systems Integrator's right to a Change Order shall be subject to the obligation of Systems Integrator to re-sequence the Work, reallocate resources of Systems Integrator and take all reasonable actions necessary to mitigate and/or avoid impacts to the Critical Path or to the Total Compensation. 13 .4 Pricing of Change Orders. Whenever possible, any changes to the Agreement amount shall be in a lump sum mutually agreed to by Systems Integrator and RCTC. (a) Pricing Documentation. Price quotations from Systems Integrator whether pursuant to Section 13.3(a) or (b) shall be accompanied by sufficiently detailed supporting documentation on an open book basis to permit verification by RCTC and shall be consistent with the Escrowed Pricing Documents. Only financial books and records pertaining to this Agreement, the Work, any amount or charge for which compensation, reimbursement or recovery is sought by Systems Integrator under this Agreement, or any of the foregoing, shall be made available by Systems Integrator. (b) Force Account: RCTC Directed Lump Sum Change. If Systems Integrator fails to submit the cost proposal within the 7 Day period (or as requested) or the Parties are unable to agree on a lump sum or other mutually agreed method of compensation or schedule impact, or for any other reason Systems Integrator does not approve the Change Order, RCTC has the right to order Systems Integrator in writing to commence the work as soon as commercially reasonable on a force account basis and/or issue a lump sum change to the Agreement price in accordance with RCTC's good faith estimate of cost. If the change is issued based on RCTC's estimate, Systems Integrator will waive its right to dispute the action unless 25 17336.02100\8534777.3 44 FINAL DRAFT within 15 Days following completion of the added/deleted work, Systems Integrator presents written proof that RCTC's estimate was in clear, evident, obvious, apparent or manifest error. If Systems Integrator disputes such RCTC estimate, the dispute shall be submitted to RCTC in writing within 20 Days of the determination and resolved pursuant to Article 33. ( c) Pricing Estimates and Accounting. Estimates for lump sum quotations and accounting for cost-plus-percentage work shall be limited to direct expenditures necessitated specifically by the subject extra work, shall be in accordance with the Change Order markups as set forth in Attachment H, and shall be segregated as follows: (i) Labor. (ii) Materials. (iii) Tool and Equipment Use. (iv) Overhead, Profit and Other Charges. (d) Overhead and Profit Mark-Up Limits. The following items are considered overhead costs and are included in the Change Order markups as set forth in Attachment H. (i) Salary and expenses of executive officers, supervising officers or supervising employees; (ii) System's Integrator's superintendent for the Work; (iii) Clerical or stenographic employees; (iv) Charges for minor equipment, such as small tools, including shovels, picks, axes, saws, bars, sledges, lanterns, jacks, cables, pails, wrenches, etc., consumables, and other miscellaneous supplies and services; (v) operating expenses whatsoever; Any and all field and home office overhead and (vi) Subsistence and travel expenses for all non-craft personnel; (vii) quality assurance and control; and (viii) All bond and insurance premiums. (ix) With respect to non-construction related labor costs, overhead is covered by the labor surcharge, and includes accessories such as computer assisted drafting and design (CADD) systems, software and computers, facsimile machines, scanners, plotters, etc. 26 17336.02100\8534777.3 45 • • • • • • FINAL DRAFT (e) Subcontractor Documentation. For added, modified or deducted Work by Subcontractors, Systems Integrator shall furnish to RCTC the Subcontractor's signed detailed estimate of the cost of labor, material and equipment, including the subcontractor markup for overhead and profit. Subcontractors are not required to produce any internal subcontractor manufacturing costs, processes or other similar proprietary information. (f) Vendor/Supplier Documentation. For added, modified or deducted Work furnished by a vendor or supplier, Systems Integrator shall furnish to RCTC a detailed estimate or quotation of the cost to Systems Integrator, signed by such vendor or supplier. (g) Changes Involving Additions and Deletions. Any change in the Work involving both additions and deletions shall indicate a net total cost, including subcontracts and materials. Allowance for overhead and profit, as specified herein, shall be applied if the net total cost is a positive number; overhead and profit allowances shall not be applied if the net total cost is a negative number. The estimated cost of deductions shall be based on labor, material, toll system and equipment prices on the date the Agreement was executed. 13.5 Escrowed Pricing Documents. (a) Storage of EPDs. All documentary pncmg information used in negotiating the Total Compensation (the "Escrowed Pricing Documents" or "EPDs") shall be held in a jointly keyed and locked fireproof cabinet supplied by Systems Integrator and located in a location acceptable to both Parties. Concurrently with submission of price quotations or revisions to price quotations provided in connection with formally proposed amendments to this Agreement and concurrently with approval of each Change Order, if appropriate, one copy of all documentary pricing information used in preparation of the quotation, amendment or Change Order, as applicable, shall be added to the cabinet to be held with the other EPDs. The EPDs will be held in such cabinet or otherwise maintained until all of the following have occurred: (i) 180 Days have elapsed from Final Acceptance or termination of the Work, as applicable; (ii) all disputes regarding the Contract Documents have been settled; and (iii) Final Payment on the Agreement has been made by RCTC and accepted by Systems Integrator. (b) Access to EPDs. The EPDs shall be available during regular business hours for joint review by Systems Integrator and RCTC, and its successors and assigns, in connection with negotiations of Change Orders and Agreement amendments, and the resolution of disputes and claims. RCTC shall be entitled to review all or any part of the EPDs in order to satisfy itself regarding the applicability of the individual documents to the matter at issue. RCTC shall be entitled to make and retain copies of such documents as it deems appropriate in connection with any such matters, provided that RCTC has executed and delivered to Systems Integrator a confidentiality statement specifying that, to the extent consistent with applicable Laws, all proprietary information contained in such documents will be kept confidential, that copies of such documents will not be distributed to any third parties other than RCTC' s attorneys and experts, and any judicial referee, arbitrator or court considering a dispute or claim, and that all copies of such documents (other than those delivered to dispute resolvers) will be either destroyed or returned to the depository (or to Systems Integrator if the EPDs have been returned to it) upon final resolution of the negotiations, disputes or claims . 27 17336.02100\8534777.3 46 FINAL DRAFT (c) Timing oflnitial EPD Storage. Within ten (10) days ofNTP issuance, the Parties shall agree upon the location for the fireproof cabinet to by supplied by Systems Integrator, and Systems Integrator shall, within such time, place all EPDs in such cabinet for storage in accordance with this Section 13.5. 13 .6 Time Extensions. If Systems Integrator claims that a Change Order affects the Critical Path, its shall provide a detailed impacted delay analysis indicating all activities represented or affected by the change, with activity numbers, durations, predecessor and successor activities, resources and cost, and with a narrative report, in form reasonably satisfactory to RCTC which compares the proposed new schedule to the current approved Project Schedule. Systems Integrator shall not reserve a right to assert impact costs, extended job site costs, extended overhead, delay and disruption damages, constructive acceleration and/or actual acceleration beyond what is stated in the Change Order. No claims shall be allowed for impact, extended overhead costs, delay and disruption damages, constructive acceleration and/or actual acceleration due to Concurrent Delays, a multiplicity of Change Orders and/or clarifications. Systems Integrator may not change or modify RCTC's Change Order form in an attempt to reserve additional rights. • 13.7 Unilateral Change Order. If RCTC disagrees with the proposal submitted by Systems Integrator, it will notify Systems Integrator and RCTC will provide its opinion of the appropriate price adjustment and/or time extension. If Systems Integrator agrees with RCTC, a Change Order will be issued by RCTC and approved by Systems Integrator. Ifno agreement can be reached, RCTC shall have the right to issue a unilateral Change Order setting forth its determination of the reasonable additions or savings in costs and time attributable to the extra or • deleted Work. Systems Integrator shall acknowledge the Change Order in writing. The determination by RCTC set forth in the unilateral Change Order shall become final and binding if Systems Integrator fails to submit a claim in writing to RCTC within 15 Days of the issuance thereof, disputing the terms of the unilateral Change Order. If Systems Integrator timely disputes such unilateral Change Order within such 15 Day period, the dispute shall be resolved pursuant ·to Article 33. No dispute, disagreement or failure of the Parties to reach agreement on the terms of the Change Order shall relieve Systems Integrator from the obligation to proceed with performance of the Work, including extra Work, promptly and expeditiously. 13.8 No Surety Approval Required. Any alterations, extensions of time, extra work or any other changes may be made without securing consent of Systems Integrator's Surety or Sureties. 13.9 Matters Not Eligible for Change Orders. Systems Integrator acknowledges and agrees that no compensation or increase in the Total Compensation or extension of a Completion Deadline is available except in the specific circumstances expressly provided for in this Agreement, that such compensation or increase in the Total Compensation and time extension shall be available only as provided in this Article 13 and that Systems Integrator shall bear full responsibility for the consequences of all other conditions, events and circumstances. Matters which are Systems Integrator's exclusive responsibility include the following, except as provided otherwise in this Agreement: 28 17336.02100\8534777 .3 47 •• • • • FINALDRAFT (a) Errors in the Design Documents subject only to the right to a Change Order to the extent permitted under Article 13 . (b) any design changes consistent with the Scope of Work requested by RCTC as part of the process of approving the Design Documents pursuant to Article 9. (c) defective or incorrect schedules of Work or changes in the planned sequence of performance of the Work (unless arising from causes which otherwise give rise to a right to a Change Order); ( d) action or inaction of the Systems Integrator or its Subcontractors; ( e) untimely delivery of equipment or material, or unavailability or defectiveness or increases in costs of material, equipment or products specified by the Contract Documents, except to the extent resulting directly from a Force Majeure Event; (f) any costs covered by insurance proceeds received by (or on behalf of) Systems Integrator; (g) assessment, remediation and correction of Nonconforming Work and review and acceptance thereof by RCTC and any Designated Inspectors (including rejected submittals ); (h) negligence, fraud, recklessness, willful misconduct, fault or failure by any Systems Integrator-Related Entity to comply with the requirements of the Contract Documents, Governmental Approvals or applicable Laws; (i) delays not on a Critical Path; G) obtaining all Government Approvals required by the Contract Documents, and compliance with the terms and conditions of all Government Approvals; (k) any suspensions, terminations, interruptions, denials, non-renewals of, or delays in issuance of a Governmental Approval that is required to be obtained by Systems Integrator, or any failure to obtain such Governmental Approval (other than Force Majeure Events). (1) any situations (other than Force Majeure Events) which, while not within one of the categories delineated above, are referred to elsewhere in the Contract Documents as not eligible for a Change Order. Systems Integrator hereby assumes responsibility for all such matters, and acknowledges and agrees that assumption by Systems Integrator of responsibility for such risks, and the consequences and costs and delays resulting therefrom, is reasonable under the circumstances of the Contract Documents and that contingencies included in the Total Compensation and in developing the Project Schedule, in Systems Integrator's sole judgment, constitute sufficient consideration for its acceptance and assumption of said risks and responsibilities . 29 17336.02100\8534777.3 48 FINALDRAFT SYSTEMS INTEGRATOR HEREBY EXPRESSLY WAIVES ALL RIGHTS TO ASSERT ANY AND ALL CLAIMS BASED ON ANY CHANGE IN THE WORK, DELAY, SUSPENSION OR ACCELERATION (INCLUDING ANY CONSTRUCTIVE CHANGE IN THE WORK, DELAY, SUSPENSION OR ACCELERATION) FOR WHICH SYSTEMS INTEGRATOR FAILED TO PROVIDE PROPER AND TIMELY NOTICE OR FAILED TO PROVIDE A TIMELY REQUEST FOR CHANGE ORDER, AND AGREES THAT IT SHALL BE ENTITLED TO NO COMPENSATION OR DAMAGES OR TIME EXTENSION WHATSOEVER IN CONNECTION WITH THE WORK EXCEPT TO THE EXTENT THAT THE CONTRACT DOCUMENTS EXPRESSLY SPECIFY THAT SYSTEMS INTEGRATOR IS ENTITLED TO A CHANGE ORDER OR OTHER COMPENSATION, DAMAGES OR TIME EXTENSION. ARTICLE 14 EQUIPMENT AND MATERIALS 14.1 Accommodations for Performance of the Work. Systems Integrator shall furnish and maintain, at its own expense, accommodations for the performance of all Work, and adequate and sufficient equipment to perform the Work as required. Except as otherwise specifically stated in the Contract Documents, Systems Integrator shall provide and pay for all materials, tools, equipment, water, lights, power, transportation, temporary constructions of every nature, and all other facilities of every nature whatsoever necessary to execute and complete the Work within the specified time. 14.2 Quality and Quantity of Materials. Unless otherwise specified, all materials incorporated into the Work shall be new and the best of their respective kinds and grades as noted and/or specified, and workmanship shall be of good quality. Materials shall be furnished in ample quantities and at such times as to ensure uninterrupted progress of the Work and shall be stored properly and protected as required by the Contract Documents. Systems Integrator shall be entirely responsible for damage or loss by weather or other causes to materials or Work. 14.3 Condition of Title to Materials and Equipment. No materials, supplies, or equipment which is to be incorporated into the Work under this Agreement shall be delivered to RCTC subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by the seller or supplier. Excluding the Software, Third Party Software and Systems Integrator's Proprietary Software, Systems Integrator warrants good title to all material, supplies, and equipment installed or incorporated in the Work and agrees upon completion of all Work to deliver the same to RCTC, free from any claims, Liens, or charges. 14.4 Storage and Availability of Materials and Equipment. Materials shall be stored at the facilities of Systems Integrator or on the Site, as further set forth in the Scope of Work, in such manner so as not unreasonably to interfere with any operations of RCTC, the Design-Build Contractor or any independent contractor. 14.5 Equipment and Material for Design-Build Contractor Pick-Up. Systems Integrator shall have the ETTM Infrastructure Equipment available for pick-up by the Design- 30 17336.02100\8534777.3 49 • • • • • • FINAL DRAFT Build Contractor in accordance with the requirements set forth in Section 1.4 of the Scope of Work. Systems Integrator shall be responsible to RCTC for any Losses, including, without limitation, direct, delay and disruption costs incurred by RCTC under the Design-Build Contract as a result of Systems Integrator's failure to comply with the requirements contained in this paragraph. The representations and warranties contained in Sections 14.2 and 14.3 above shall apply to all ETTM Infrastructure Equipment supplied by Systems Integrator to Design-Build Contractor. ARTICLE 15 ETTM INFRASTRUCTURE TURNOVER SITE ACCEPTANCE BY SYSTEMS INTEGRATOR 15.1 Review of Design-Build Contractor Designs. There are seven (7) sections of roadway that are part of the 91 CIP, as detailed in the Design-Build Contractor's project schedule. For the purpose of submission of design documents for the 91 CIP by the Design- Build Contractor, said project has been divided into these seven (7) sections or "packages". The Design-Build Contractor will deliver the proposed final designs for the construction of the ETTM Infrastructure only (the "Infrastructure Final Designs") in seven submittal packages, consistent with the foregoing. The first submittal package is anticipated to be delivered on or before September 14, 2014 and the remaining packages are anticipated to be delivered September 25, 2014 through January 25, 2015. In addition, final TUB designs are anticipated to be delivered on or before October 25, 2014. As further set forth in the Scope of Work, Systems Integrator shall timely review and provide concurrence on Infrastructure Final Designs and the final TUB designs to ensure that such work will meet Systems Integrator's requirements for ETTM Infrastructure Turnover. 15.2 Inspections of ETTM Infrastructure Upon Notice of Anticipated ETTM Infrastructure Turnover Date. Systems Integrator acknowledges that pursuant to the Design- Build Contract, the Design-Build Contractor is required to provide RCTC with 120 Days advance notice of the date on which the Design-Build Contractor expects to achieve ETTM Infrastructure Turnover. RCTC shall concurrently, with its receipt of notice from the Design- Build Contractor, inform Systems Integrator of such notice. Upon receipt of such notice, RCTC will meet with the Design-Build Contractor, and, within 75 days, develop and execute a plan for inspection, development and correction of punch list items by Design-Build Contractor. 15.3 Inspections Following Design-Build Contractor's Second Notice of ETTM Infrastructure Turnover. Systems Integrator acknowledges that pursuant to the Design-Build Contract, the Design-Build Contractor will, by Day 76 of the 120 Day ETTM Notification of ETTM Turnover, notify RCTC in writing of Design-Build Contractor's determination that all of Design-Build Contractor's work related to the ETTM Infrastructure (other than RCTC's written acceptance) is complete, together with a certification of completion as required pursuant to the Design-Build Contract. RCTC shall concurrently with its receipt of notice from the Design- Build Contractor, inform the Systems Integrator of the receipt of such notice. At such time, Systems Integrator shall meet, confer and exchange information on a regular and cooperative basis with the Design-Build Contractor with the goal being orderly and timely (i) final inspection of the ETTM Infrastructure Work by RCTC and the Systems Integrator and (ii) correction of any 31 17336.02100\8534777.3 so FINAL DRAFT outstanding punch list items by the Design-Build Contractor and (iii) issuance of a Certificate of ETTM Infrastructure Turnover by RCTC and the Systems Integrator. Within 10 Days of receipt of notice from RCTC that all Design-Build Contractor's work related to the ETTM Infrastructure (other than RCTC's written acceptance) is complete, Systems Integrator shall complete such inspections as Systems Integrator deems necessary and/or desirable prior to accepting ETTM Infrastructure Turnover ("Systems Integrator's Due Diligence"). If Systems Integrator finds that the ETTM Infrastructure meets the requirements of the Design-Build Contract, Systems Integrator shall promptly accept ETTM Infrastructure Turnover. 15.4 Notice of Design-Build Contractor Errors. (a) If Systems Integrator's Due Diligence identifies or determines that any of the Design-Build Contractor's ETTM Infrastructure work does not meet the requirements of the Design-Build Contract, promptly upon identifying any such nonconformance or deficiency and in any event within 10 Days after the earlier of (i) obtaining knowledge of such nonconformance or deficiency; and (ii) completing Systems Integrator's Due Diligence, Systems Integrator shall deliver RCTC written notice setting forth in detail the Design-Build Contractor Errors identified and the actions that are necessary to correct the Design-Build Contractor Errors in order for Systems Integrator to accept the ETTM Infrastructure Turnover. • (b) If any Design-Build Contractor Errors can be corrected as Punch List items, the written notice shall identify the same; provided that no Errors shall be considered Punch List items if such Errors unreasonably interfere with the ability of Systems Integrator to timely and fully discharge its obligations under this Agreement. If Systems Integrator disputes, • in good faith, whether Errors should be considered Punch List items, Systems Integrator shall accept ETTM Turnover, and the notice of the dispute shall be submitted to RCTC in writing within 20 Days and resolved thereafter pursuant to Article 33, which resolution shall include a determination as to whether Systems Integrator is entitled to a Change Order for schedule impacts. ( c) Within 5 Days of delivery by RCTC to Systems Integrator of notice that Design-Build Contractor has corrected Design-Build Contractor Errors identified as a prerequisite to ETTM Infrastructure Turnover, Systems Integrator shall complete additional Systems Integrator's Due Diligence to confirm correction and satisfaction of the Design-Build Contract requirements for the ETTM Infrastructure work. Systems Integrator shall notify RCTC of any Design-Build Contractor Errors within 5 Days after the earlier of (i) obtaining knowledge of such nonconformance or deficiency; and (ii) completing Systems Integrator's Due Diligence. This procedure shall be repeated until Systems Integrator finds that all Systems Integrator prerequisites to ETTM Infrastructure Turnover have been met and Systems Integrator has delivered written notice of its acceptance of the ETTM Infrastructure and certification that ETTM Infrastructure Turnover has been achieved. 15.5 Certificate of ETTM Infrastructure Turnover. Systems Integrator shall issue a written Certificate of ETTM Infrastructure Turnover within 2 Days after Systems Integrator determines that ETTM Infrastructure Turnover has occurred. From and after issuance of such certificate, and until Substantial Completion shall have been achieved, Systems Integrator shall be fully responsible and liable for damage to the ETTM Infrastructure. Systems Integrator shall 32 17336.02100\8534777.3 51 • • • • FINAL DRAFT not be entitled to any Change Order, additional compensation or time relief or extension relating thereto. Notwithstanding the foregoing, Systems Integrator shall not be responsible or liable for any damage to the ETTM Infrastructure to the extent such damage arises out of the act or omission of the Design-Build Contractor or any other contractor unrelated to Systems Integrator. ARTICLE 16 SITE SECURITY; MAINTENANCE AND REPAIR; TITLE 16.l Site Security. Upon acceptance of the Site, or any portion thereof, or upon provision of access thereto, Systems Integrator shall provide appropriate security for the Work, or portion thereof, and shall take all reasonable precautions and provide reasonable protection to prevent damage, injury, vandalism, theft or loss to the Work, to any infrastructure supporting the Work and to materials and equipment to be incorporated into the Work, as well as for all other property at or on any portion of the Site or Work over which Systems Integrator has material control, or the ability to exclude others, such as by use of locks or other similar mechanisms, whether owned by Systems Integrator, RCTC, OCTA, Caltrans or any other Person. 16.2 Maintenance and Repair Liability; Protection of Property. (a) Obligation to Maintain and Repair. At no additional cost to RCTC, Systems Integrator shall maintain, rebuild, repair, restore or replace all Work that is injured or damaged prior to Substantial Completion, unless such damage or injury is caused by RCTC, the Design-Build Contractor or any third party contractor of RCTC. Systems Integrator, at its cost, shall also have the sole responsibility, during such periods, for replacing, rebuilding, repairing and restoring all other property at or on any portion of the Site or Work over which Systems Integrator has material control, or the ability to exclude others, and all other property located at the Site that is damaged or destroyed by a Systems Integrator-Related Entity, whether owned by Systems Integrator, RCTC or any other Person. Where necessary to protect the Work, equipment or materials from damage or loss, Systems Integrator shall, at Systems Integrator's expense, utilize proper temporary drainage and water handling techniques and erect those temporary structures that are necessary to protect the Work, equipment and materials from damage and loss. Systems Integrator shall protect from damage by a Systems Integrator-Related Entity, existing property, structures, utilities, curbs, walks, drives, trees, shrubs, lawns and landscape work of third parties on or adjacent to the Site or affected by its activities and shall provide such guards, protection and covering as is necessary. (b) Notification and Obligations Related to Third Parties. Systems Integrator shall immediately notify affected third parties of any damage to their property caused by Systems Integrator or its Subcontractors. Damaged or destroyed items that are the property of other affected parties shall be repaired or replaced to their prior condition, provided that they shall be repaired or replaced to any better or different condition to the extent required by applicable Laws. Systems Integrator shall either perform such repair or replacement itself, or the affected third party may elect to make its own repairs at Systems Integrator's expense. Should Systems Integrator not repair or replace such damaged or destroyed items (or not reimburse a property owner electing to do its own repair or replacement), RCTC shall have the right to take 33 17336.02100\8534777.3 52 FINAL DRAFT corrective measures and to deduct the amount of such costs and expenses (including an • administrative charge equal to 10% of the costs) from any sums owed by RCTC to Systems Integrator pursuant to this Agreement and/or obtain reimbursement from Systems Integrator for such costs (plus an administrative charge equal to 10% of the costs). Notwithstanding anything to the contrary in this Section 16.2(b ), and except as set forth in the following sentence, if Systems Integrator disputes a claim of damage made by any third party, then RCTC may not exercise any rights or powers it may have under this Section 16.2(b) (including without limitation, withholding or deducting from any amount due to Systems Integrator, obtaining reimbursement from System Integrator, or charging any fees to Systems Integrator) until an adjudication, arbitration or settlement of such claim by the applicable authority shall have been entered and become final. In the case of an unforeseen circumstance that poses an imminent risk or danger of or has caused serious injury, damage or harm to persons or property, as determined in RCTC's reasonable judgment, RCTC may exercise any of its rights under this Section. In the event Systems Integrator disputes RCTC's determination made pursuant to its rights under the foregoing sentence, the dispute shall be submitted to RCTC in writing within 20 Days of the determination and shall be resolved pursuant to Article 33. 16.3 Title. Except for Software, Systems Integrator's Proprietary Software and Third Party Software and other copyrightable subject matter, Systems Integrator warrants that it owns, or will own, and has, or will have, good and marketable title to all materials, equipment, tools and supplies furnished, or to be furnished, by it and its Subcontractors that become part of the Work or are purchased for RCTC for the operation, maintenance or repair thereof, including spare parts, free and clear of all Liens. Title to all of such materials, equipment, tools and • supplies which shall have been delivered to the Site shall pass to RCTC, free and clear of all Liens, upon the sooner of (a) incorporation into the Work, or (b) payment by RCT~ to Systems Integrator of invoiced amounts pertaining thereto. Notwithstanding any such passage of title, Systems Integrator shall retain sole care, custody and control of such materials, equipment, tools and supplies and shall exercise due care with respect thereto until pick-up by Design-Build Contractor of the relevant materials or supplies, Final Acceptance or until this Agreement is terminated, as applicable. ARTICLE 17 OCCUPANCY OF WORK; ACCEPTANCE 17 .1 Occupancy of Work; Relief of Maintenance. (a) Occupancy. RCTC reserves the right to occupy or utilize any portion of the Work at any time before completion, and such occupancy or use shall not constitute acceptance of any part of Work covered by this Agreement. This use shall not relieve Systems Integrator of its responsibilities under this Agreement, except to the extent that such occupancy or use materially and adversely affects Systems Integrator's ability timely and fully to perform its obligations arising under the Contract Documents. Systems Integrator shall immediately inform RCTC of any material and adverse effects resulting from RCTC's use or occupancy of any portion of the Work. 34 17336.02100\8534777.3 53 • • • • FINAL DRAFT (b) Relief of Maintenance. RCTC may, but is under no obligation to, grant relief of maintenance for any completed portion of the Work in accordance with this paragraph . Prior to granting such relief, RCTC shall conduct an inspection of such portion of the Work. Once the particular portion of the Work is deemed to be acceptable by RCTC, RCTC shall inform Systems Integrator in writing that said portion of the Work has been accepted and is complete and Systems Integrator shall be relieved of its obligations related thereto, except as provided under the Warranty provisions contained in Article 18 of this Agreement. ( c) Inspection at System Integrator Request. On or before 7 Days after Systems Integrator shall have delivered to RCTC a written request for inspection of completed portions of the Work generally described as hard construction, RCTC or a Designated Inspector shall inspect the hard construction. By way of example only, hard construction includes the installation of signs, cameras, fiber optic cable and the cutting, removal and replacement of pavement in connection with the installation of loops. Excluded from hard construction is the integration of the Software, Third Party Software and the Systems Integrator's Proprietary Software. If that portion of the Work complies with the Contract Documents then RCTC shall issue to Systems Integrator a written approval. If the Work so inspected does not comply with the Contract Documents, then Systems Integrator shall correct such portion of the Work to bring it into compliance with the Contract Documents. 17 .2 Substantial Completion. (a) Substantial Completion Requirements. Substantial Completion is achieved only when RCTC has issued a written Certificate of Substantial Completion. RCTC shall issue a Certificate of Substantial Completion when RCTC determines that Systems Integrator has completed the Work required by the Contract Documents and the Scope of Work including the results of the On-Site Integration and Commissioning Test, such that the Work is in a condition that it can be used for normal and safe vehicular travel and tolling operations in all Express Lanes and at all points of entry to and exit therefrom, subject only to Punch List items and other items of Work that do not affect the ability to safely open the Express Lanes and all points of entry to and exit therefrom for such normal use and operation by the traveling public and for normal tolling operation. For avoidance of doubt, the Parties agree that Substantial Completion shall require completion of required manuals, Third Party Software and Systems Integrator's Proprietary Software guides, training and stocking of the spare parts inventory, all as set forth in the Scope of Work. (b) Initial Notification of Anticipated Achievement of Substantial Completion. Systems Integrator shall provide RCTC with not less than 120 Days prior written notification of the date Systems Integrator anticipates it will achieve Substantial Completion. (i) During such 120-Day period, Systems Integrator and RCTC shall meet and confer and exchange information on a regular cooperative basis with the goal being RCTC's orderly, timely inspection and review of the Work and RCTC's issuance of a Certificate of Substantial Completion. (ii) During such 120-Day period, RCTC shall conduct an inspection of the Work and its components, a review of all test results and such other 35 17336.02100\8534777.3 54 FINALDRAFT investigation as may be necessary to evaluate whether Substantial Completion will be or has been achieved. ( c) Further Notification of Anticipated Achievement of Substantial Completion. Systems Integrator shall provide a second written notification when Systems Integrator determines it has achieved Substantial Completion including the On Site Integration and Commissioning Test. RCTC will then, within 10 Days after receipt of the said second written notification, conduct and complete such inspections, surveys and/or testing as it deems desirable relating to the Work, including the On-Site Integration and Commissioning Test. If such inspections, surveys and/or tests disclose that any of the Work does not meet the requirements of the Contract Documents, RCTC will, within 10 Days after such period, deliver written notice to Systems Integrator setting forth in detail the Errors in the Work necessary to be corrected as a condition to RCTC's issuance of a Certificate of Substantial Completion and the Errors which may be corrected as Punch List items. (i) Upon correction of the Errors identified as a prerequisite to Substantial Completion, Systems Integrator shall provide written notification to RCTC. Within 10 Days of receipt of such notice, RCTC shall complete additional inspections, surveys and/or tests to confirm correction and satisfaction of the requirements for Substantial Completion. If such requirements have not been satisfied, RCTC shall, within 10 Days after such additional inspection period, notify Systems Integrator of the Errors that must be corrected as a condition to Substantial Completion. This procedure shall be repeated until RCTC finds that all prerequisites to Substantial Completion have been met. (ii) Unless written notice of Errors identified as a prerequisite to Substantial Completion is provided by RCTC to Systems Integrator as specified above, RCTC shall, within 10 Days after RCTC's receipt of the second notification described in this paragraph (c), or within 5 Days after RCTC's receipt of any subsequent notice, as described above in subparagraph (i), issue the Certificate of Substantial Completion. If RCTC and Systems Integrator cannot agree as to the date of Substantial Completion, such dispute shall be resolved pursuant to Article 33. 17 .3 Punch List Acceptance. Systems Integrator shall provide written notice to RCTC when all of the items of Work listed on the Punch List have been completed. RCTC will issue a "Certificate of Punch List Acceptance" as soon as reasonably practicable after all inspection and testing of Punch List Work have been completed, and RCTC finds that all Errors identified as prerequisites to Punch List Acceptance have been corrected. 17.4 System Acceptance. System Acceptance shall be achieved only when (i) the Final Acceptance Test is successfully completed as set forth in Section 10 of the Scope of Work, and the test report for the Final Acceptance Test based on the test plans and procedures agreed upon by the Parties meets all requirements for acceptance; and (ii) and the Work functions accurately, consistently and reliably in accordance with the Performance Requirements. Systems Integrator shall provide written notice to RCTC when all of the conditions for Systems Acceptance have been met. RCTC shall then, within 10 Days after receipt of the said notice, • • conduct and complete such inspections, verifications, surveys and/or testing as it deems • desirable. If such inspections, verifications, surveys and/or tests disclose that any of Work does 36 17336.02100\8534777.3 SS • • • FINAL DRAFT not meet the requirements of this Agreement, RCTC shall, at or before the expiration of the above-referenced 10-Day period, advise Systems Integrator as to any Error in the Work necessary to be corrected as a condition to System Acceptance. Systems Integrator shall correct all Errors within 15 Days after receipt of notice thereof from RCTC. Upon correction of the Errors identified as a prerequisite to System Acceptance, Systems Integrator shall provide written notification to RCTC, and RCTC shall, within 10 Days after receipt of the said notice, conduct and complete conduct additional inspections, verifications, surveys and/or testing as it deems desirable and notify Systems Integrator of any Errors as aforesaid. This procedure shall be repeated until RCTC finds that all prerequisites to System Acceptance have been met. RCTC shall issue a "Certificate of Systems Acceptance" when it finds that all conditions for Systems Acceptance have occurred. If Systems Integrator does not agree as to the date of System Acceptance, such dispute shall be resolved pursuant to Article 33. 17 .5 Final Acceptance. RCTC shall issue a "Certificate of Final Acceptance" when it finds that (i) Substantial Completion, Punch List Acceptance and System Acceptance have all occurred; (ii) any outstanding inspection and testing as described in the Scope of Work have been completed, (iii) all manuals, as-built drawings and design drawings have been approved; (iv) any and all outstanding items of Work other than Warranty obligations have been satisfied; and (v) any other conditions precedent to Final Acceptance expressly set forth in this Agreement have occurred. If Systems Integrator does not agree as to the date of Final Acceptance, such dispute shall be resolved pursuant to Article 3 3 . 18.1 Warranty. ("Warranties"). ARTICLE 18 WARRANTY Systems Integrator warrants the following regarding the Work (a) General Warranty. Except for Software, Third Party Software and Systems Integrator's Proprietary Software, Systems Integrator warrants that (i) all design, installation, integration and maintenance Work furnished pursuant to the Contract Documents shall conform to all professional principles generally accepted as standards of the industry in the State, (ii) the Work performed by Systems Integrator-Related Entities shall be free of material defects, including material design Errors, except to the extent that such defects are inherent in the Performance Requirements, except as set forth in Section 3.5, (iii) the Work shall be fit for use for the intended function, (iv) materials, equipment, and Hardware furnished under the Contract Documents shall be of good quality and new, and (v) the Work shall meet all of the requirements of, and perform in accordance with, the Contract Documents. Systems Integrator shall furnish, at its own expense, all materials, parts, re-design, repair, replacement, labor, shipping costs and other expenses to fulfill its warranty obligations, except as otherwise provided the Contract Documents. (b) Warranty Not Voided. The parties hereto anticipate that except as set forth m Article 19, the 91 Express Lanes Operator will: (1) perform normal and routine 37 17336.02100\8534777.3 56 FINAL DRAFT preventive maintenance and periodic inspections in accordance with the Systems Integrator's Operation, Repair, and Maintenance Manuals (to be developed hereunder), such as routine cleaning and calibration of equipment and corrective maintenance activities for fault isolation; and (2) provide Operator Warranty Assistance for, or on, any portion of the Work. (i) For so long as Cofiroute USA, LLC or any parent, affiliate, successor or assignee thereof, is the 91 Express Lanes Operator, no act, omission, failure, breach, negligence, fraud, recklessness, intentional misconduct, or breach of contract, Laws or Governmental Approvals by any such entity pursuant to or in the performance of the Operator Agreement shall void any warranty, guaranty, representation or covenant provided pursuant to the Contract Documents or constitute a defense to the warranties provided hereunder. (ii) The repair or replacement of failed materials, equipment and Hardware furnished to RCTC under the Contract Documents, including the labor costs related thereto, shall be considered part of the warranties under this Agreement and shall be the responsibility of Systems Integrator hereunder; regardless of whether such failure was, or was not, identified by the 91 Express Lanes Operator. (iii) Nothing in this Section 18.l(b) is intended to bind or impose any obligation on the 91 Express Lanes Operator; the relationship between RCTC and the 91 Express Lanes Operator being governed by the Related Agreements. • (c) Software Warranty. Systems Integrator warrants that, except as to the Systems Integrator's Proprietary Software (i) all Software (other than commercial off the shelf • Software) shall be prepared in a workmanlike manner and with professional diligence and skill, (ii) all Software will function on the machines and with operating systems for which they are designed, (iii) all Software will conform to the specifications and functions set forth in the Contract Documents, including the Scope of Work; and (iv) any Third Party Software utilized by Systems Integrator in connection with the System, when properly installed, will function together with the Software in an integrated manner to provide RCTC with the benefits contemplated by this Agreement. WITH RESPECT TO THE SOFTWARE ONLY, WARRANTIES EXPRESSED IN THE CONTRACT DOCUMENTS ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 18.2 Warranty Term. The Warranty term shall be from Opening Day to Final Acceptance ("Warranty Term"). If RCTC determines that any of the Work does not meet the standards set forth in this Section 18 at any time within the Warranty Term then Systems Integrator, at its sole cost, shall remedy and correct such Work as specified below, even if the performance of such corrective work extends beyond the Warranty Term. If Systems Integrator disputes such determination by RCTC, Systems Integrator shall nevertheless timely comply with the requirements of this paragraph, and may, prior to commencement of the corrective Work, submit such dispute for resolution pursuant to Article 33 of this Agreement. The Total Compensation is deemed to include full compensation to Systems Integrator for all warranty obligations hereunder. 38 17336.02100\8534777.3 57 • • • • FINAL DRAFT 18.3 Repair and Replacement. 91 Express Lanes Operator shall perform on-site removal of failed parts or assemblies and installation of accepted equipment, Hardware, Software and spare parts under warranty and provided under this Agreement ("Operator Warranty Assistance"). During the Warranty Term, Systems Integrator shall receive such removed failed parts or assemblies at the 91 Express Lanes Facilities, unless Systems Integrator requests shipment of such failed parts or assemblies to an alternate location; in such case, 91 Express Lanes Operator will ship such failed parts or assemblies at Systems Integrator's expense. Systems Integrator shall deliver to the 91 Express Lanes Facilities a replacement or repaired part or assembly for each such returned failed part or assembly within 7 Days of Systems Integrator's receipt of each failed part or assembly. Where the repair or replacement will take more than 7 Days, Systems Integrator shall provide a provisional solution until repair/replacement of the defective or failed part or assembly is finalized. Systems Integrator may use spare parts supplied under this Agreement and maintained by the 91 Express Lanes Operator to replace a failed or defective part. 18.4 Software Error Repairs. Immediately upon receiving notice of or otherwise becoming aware of any material Errors related to the Software occurring during the Warranty Term, the identified Errors related to the Software shall be analyzed and remedied by Systems Integrator at its sole cost in an expeditious manner. Software updates (security patches, drivers) shall be provided as needed to correct Errors and malfunctions that prevent the Work from performing the functions and meeting the requirements of the Contract Documents, including meeting the Performance Requirements. 18.5 System-Wide Defect -Determination; Repair Obligation . (a) If, during the Warranty Term, it is determined that (a) an Error is caused or likely caused by a similar failure in equipment or Software of similar type, and (b) the Error occurred on (i) a minimum of 20% of all equipment or Software in service by equipment or Software type within a monitoring period of one month or (ii) on equipment or Software of similar type that has a material effect on the collection of toll revenue within a monitoring period of a month, then a "System-Wide Defect" may be declared by RCTC. RCTC shall notify Systems Integrator of the System-Wide Defect as soon as practicably possible following actual discovery. The notification of the System-Wide Defect shall contain a reasonable description of the defect and the problem experienced with the equipment and/or Software. Systems Integrator shall provide a written or electronic response that it is in receipt of the RCTC's notice within 24 hours of such receipt. Within 7 Days thereafter, Systems Integrator shall provide the results of its work bench analysis. If the work bench analysis indicates that a System-Wide Defect occurred or likely occurred, Systems Integrator shall provide a written detailed explanation of suspected cause of the problem with a proposed solution and expedited schedule for repair and/or replacement, which solution and repair/replacement shall be at System Integrator's sole cost and expense. Should the problem require further investigation and/or redesign to correct, the schedule to correct the System-Wide Defect shall be as agreed to by the Parties from the date of written detailed explanation, but in all events shall be undertaken by Systems Integrator as expeditiously as possible. For each component or workmanship failure during the Warranty Term, Systems Integrator shall determine whether to correct the failure by repair or replacement of part(s) within an assembly, or by replacement of the entire assembly, based upon minimization of time for return of the affected component for operation, or consideration that the 39 17336.02100\8534 777.3 58 FINAL DRAFT life of the assembly has or may have been adversely affected by the failure of one or more of its • component parts. (b) If RCTC and Systems Integrator arrange for RCTC to perform repair or replacement of failed parts or assemblies, Systems Integrator shall retain full responsibility for warranty of such replaced or repaired parts or assemblies. Systems Integrator may provide, at its own expense, technical supervision for removal or installation of failed parts by RCTC. (c) Where Systems Integrator's work bench analysis shows a design defect, Systems Integrator will provide a plan to remedy the design defect in an expeditious manner. 18.6 Remedy. During the Warranty Term, within 7 Days of receipt by Systems Integrator of notice from RCTC specifying a failure of any of the Work to satisfy the Warranties or of the failure of any Subcontractor representation, warranty, guarantee or obligation which Systems Integrator is responsible to uphold, Systems Integrator and RCTC shall mutually agree when and how Systems Integrator shall remedy such failure; provided, however, that (i) in case of an Emergency requiring immediate curative action or a situation which poses a significant safety risk, Systems Integrator shall implement such action as it deems necessary and shall notify RCTC in writing of the urgency of a decision; and (ii) the foregoing 7 Day period shall not limit or modify RCTC's rights to pursue and obtain Stipulated Damages as set forth in this Agreement during such 7 Day period. Systems Integrator and RCTC shall promptly meet in order to agree on a remedy. If Systems Integrator does not use its best efforts to proceed to effectuate such • remedy within the agreed time, or should Systems Integrator and RCTC fail to reach such an agreement within such 7 Day period (or immediately in the case of emergency conditions, a situation which poses a significant safety risk or significant potential revenue loss, as determined in good faith by RCTC), RCTC shall have the right, but not the obligation, to perform or have performed by third parties the necessary remedy, and the costs thereof shall be borne by Systems Integrator. Alternatively, RCTC may deduct the amount of such costs and expenses from any sums owed by RCTC to Systems Integrator pursuant to this Agreement and/or from any bond then held by RCTC. RCTC may agree to accept Nonconforming Work in accordance with the terms of this Agreement. 18.7 Permits and Costs. Systems Integrator shall be responsible for obtaining any required encroachment permits, noise/water pollution permits and provide assistance to RCTC in obtaining the Federal Communications Commission (FCC) license (to be acquired in RCTC's name) and any other required permits or consents from any other Persons in connection with Warranty Work. Systems Integrator shall bear all costs of Warranty Work, including additional testing and inspections. Systems Integrator shall pay to RCTC the expenses incurred by RCTC for any Losses arising from or relating to such Warranty Work within 10 Days after Systems Integrator's receipt of invoices therefor. Alternatively, RCTC may deduct such amounts from any sums owed by RCTC to Systems Integrator pursuant to this Agreement and/or from any bond then held by RCTC. 18.8 Original Warranty Work; Manufacturer Warranties. The Warranties shall apply to all Work re-done, repaired, corrected or replaced pursuant to the terms of this • Agreement, including repaired or replacement parts or assemblies, equipment, Hardware or 40 17336.02100\8534777.3 59 • • • FINAL DRAFT Software installed by the 91 Express Lanes Operator. Systems Integrator shall obtain and maintain in full force and effect all manufacturer warranties applicable to the Work, and shall transfer the remaining manufacturers' warranty(ies) term of all such warranties to RCTC prior to Final Acceptance. 18.9 Subcontractor Warranties. Without in any way derogating the Warranties and Systems Integrator's own representations and warranties and other obligations with respect to all of the Work, Systems Integrator shall obtain from all Subcontractors and cause to be extended to RCTC, for periods at least coterminous with the Warranties, representations, warranties, guarantees and obligations with respect to design, installation, integration, materials, workmanship, equipment, tools and supplies furnished by such Subcontractors that are substantially similar to those set forth in Section 18.1, according to the specific nature of the work and materials supplied by each Subcontractor. All representations, warranties, guarantees and obligations of Subcontractors (a) shall be written so as to survive all RCTC inspections, tests and approvals, and (b) shall run directly to and be enforceable by Systems Integrator and/or RCTC and their respective successors and assigns. Systems Integrator hereby assigns to RCTC all of Systems Integrator's rights and interest in all extended warranties for periods exceeding the applicable Warranty period which are received by Systems Integrator from any of its Subcontractors. To the extent that any Subcontractor warranty or guaranty would be voided by reason of Systems Integrator's negligence in incorporating material or equipment into the work, Systems Integrator shall be responsible for correcting such defect. 18.10 Enforcement. Upon receipt from RCTC of notice of a failure of any of the Work to satisfy any Subcontractor warranty, representation, guarantee or obligation, Systems Integrator shall enforce or perform any such representation, warranty, guaranty or obligation, in addition to Systems Integrator's other obligations hereunder. RCTC' s rights under this Section shall commence at the time such representation, warranty, guaranty or obligation is furnished and shall continue until the expiration of Systems Integrator's relevant Warranty (including extensions thereof). Until such expiration, the cost of any equipment, Hardware, Software, material, labor or shipping shall be for the account of Systems Integrator if such cost is covered by such a representation, warranty, guaranty or obligation and Systems Integrator shall be required to replace or repair defective equipment, material or workmanship furnished by Subcontractors. The foregoing provisions concerning Subcontractor warranties are intended to provide RCTC with an additional Person and source in which to seek recourse if Work fails to meet the requirements of the Contract Documents. In no event shall the foregoing provisions be interpreted to modify, limit, discharge, release, negate or waive the Warranties or Systems Integrator's obligations with respect to the Work, and Systems Integrator shall not be entitled to use the existence of Subcontractor warranties as a defense to Systems Integrator's obligations under this Agreement and the other Contract Documents. 18 .11 No Limitation of Liability. The foregoing Warranties and Subcontractor warranties are in addition to all rights and remedies available under the Contract Documents or applicable Law or in equity, and shall not limit Systems Integrator's liability or responsibility imposed by the Contract Documents or applicable Law or in equity with respect to the Work, including liability for design defects, latent construction defects, strict liability, breach, negligence, willful misconduct or fraud . 41 17336.02100\8534777.3 60 FINALDRAFT 18.12 Damages for Breach of Warranty. In addition to RCTC's other rights and • remedies hereunder, at Law or in equity, Systems Integrator shall be liable for Losses resulting from any breach of an express warranty set forth in this Agreement. 18.13 Lack of Performance By 91 Express Lanes Operator No Defense. Lack or failure of performance by the 91 Express Lanes Operator shall not serve as a defense of or limitation on System Integrator's obligations under this Article 18 or under Article 19. 18.14 Disclaimer. OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SOFTWARE AND OTHER ITEMS REQUIRED, UNDER THE PROVISIONS OF THE CONTRACT DOCUMENTS, TO BE DELIVERED BY SYSTEMS INTEGRATOR TO RCTC, ARE WITHOUT WARRANTY OF ANY NATURE WHATSOEVER, WHETHER ORAL, WRITTEN, EXPRESS OR IMPLIED; INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. ARTICLE 19 ARTICLE20 WORK PRODUCT; SOFTWARE RIGHTS; INFRINGEMENT INDEMNIFICATION 20.1 Intellectual Property Rights and Ownership. Title to all intellectual property developed under this Agreement; such as inventions, trade secrets, and Software, ("Intellectual Property") shall remain exclusively with the Systems Integrator and/or its Subcontractors as the Systems Integrator and its Subcontractors may agree between them, and RCTC is entitled solely to a nonexclusive use of the Intellectual Property within the terms of this Agreement and the Software License Agreement. Such rights of RCTC shall, except as otherwise set forth in the Software License Agreement or any other license agreement for the Software, be perpetual. Notwithstanding the foregoing, Systems Integrator recognizes that certain preexisting materials, documents and data, including materials subject to copyright protection, trademarks/service marks, technology subject to patent protection, and/or trade secrets owned by RCTC ("RCTC's Intellectual Property"), if any, may constitute a portion of the deliverables, development, work product, and the Work. No ownership of such material is granted to or assumed by Systems Integrator under this Agreement; however, notwithstanding any other rights granted herein, RCTC hereby grants to Systems Integrator a nonexclusive, royalty-free, nontransferable, perpetual, worldwide license to reproduce, adapt, distribute, perform, and display (publicly or otherwise) RCTC's Intellectual Property for the sole purpose of creating the Work under the terms of this Agreement. Title to Intellectual Property created utilizing RCTC' s Intellectual Property shall be jointly owned by both Parties, unless such Intellectual Property becomes a part of, is integrated in or is a derivative work of the Systems Integrator's Proprietary Software or any Third Party Software, in which case it shall be owned by the Systems Integrator or third party, as applicable. Notwithstanding any other provision of this Section, RCTC shall exclusively own 42 17336.02100\8534777.3 61 • • • • FINAL DRAFT all right, title and interest in any as-built drawings, training manuals, operating manuals, Project Schedules and other similar documents created by Systems Integrator under this Agreement, excepting therefrom any interest of OCTA in the manuals. 20.2 Production, Retention and Use of Work Product. Within thirty 30 Days following the completion of this Agreement, Systems Integrator shall provide to RCTC reproducible copies of all embodiments of the instruments of the Work that is developed, created or collected by or on behalf of Systems Integrator in connection with performing the Work under this Agreement excluding the Software, Third Party Software and Systems Integrator's Proprietary Software ("Work Product"), in a form and amount required by RCTC. RCTC reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by RCTC at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which Systems Integrator is entitled under the termination provisions of this Agreement, Systems Integrator shall provide all Work Product to RCTC upon payment of the undisputed amount. Systems Integrator shall have no right to retain or fail to provide to RCTC any such documents pending resolution of the dispute. In addition, Systems Integrator shall retain copies of all Work Product on file for a minimum of five (5) years following completion of the date of issuance of the Certificate of Final Acceptance (Section 17 .5), and shall make copies available to RCTC upon the payment of actual reasonable duplication costs. Before destroying the Work Product following this retention period, Systems Integrator shall make a reasonable effort to notify RCTC and provide RCTC with the opportunity to obtain the documents. RCTC shall not be limited in any way in its use or reuse of the Work Product, provided that any such use not within the purposes intended by this Agreement shall be at RCTC's sole risk. 20.3 Systems Integrator and Third Party Intellectual Property Rights, Ownership and License. (a) Ownership of Systems Integrator's Proprietary Software; RCTC License. Systems Integrator and OCT A entered into that certain Software Installation and License Agreement on or about July 1, 2009, subsequently amended on or about July 19, 2011 pertaining to System Integrator's Proprietary Software. Systems Integrator, OCTA and RCTC shall, prior to Substantial Completion, either amend the Software Installation and License Agreement or enter into new software licensing, maintenance, and escrow agreements (either two party agreements between RCTC and Systems Integrator, or new three party agreements including OCTA) to address the addition of RCTC as a Party, and other applicable changes, such as any additional software developed hereunder ("Software License Agreement"), containing substantially the terms and conditions as set forth in Attachment E hereto. (b) Third Party Software Licenses. Systems Integrator shall obtain the necessary licenses required to use Third Party Software in the name of RCTC. Payment of the cost of such Third Party Software licenses ("Third Party Software Licenses") shall be Systems Integrator's sole responsibility, and such cost is included within and not in addition to the Total Compensation provided for under this Agreement. Third Party Software Licenses shall be on such terms and conditions sufficient to enable Systems Integrator to afford to RCTC a non- exclusive, perpetual, transferable, irrevocable, royalty free and fully paid up license and right to • use such software solely in connection with the Work, and the right to reproduce and/or create 43 17336.02100\8534777.3 62 FINAL DRAFT (if not otherwise provided by Systems Integrator or its Subcontractor, provided that the word "create" shall not mean reverse engineering, decompiling or otherwise attempting to recreate or access the source code) user guides, configuration guides and operation guides (as those terms are defined in the Software License Agreement) based on the Third Party Software for internal purposes related to operation of the Work, and subject to the confidentiality provisions contained in Article 21. Such license shall contain standard commercial terms consistent with the requirements herein. In the event Systems Integrator is unable to obtain a Third Party Software License in the name of RCTC, Systems Integrator shall transfer such license in writing to RCTC, according to the standard terms and conditions of any such third party. Any transfer of license must include proper documentation from the Third Party Software license grantor that the license has been properly transferred to RCTC. ( c) Systems Integrator's Proprietary Software -Defined. For the avoidance of doubt, "Systems Integrator's Proprietary Software" includes all materials, documents and software which were (i) licensed to or developed or prepared by Systems Integrator, or to be developed or prepared by Systems Integrator pursuant to this Agreement, and all modifications or derivatives of the foregoing; and (ii) in either case which are not the copyright of any party other than Systems Integrator or its licensor or publicly available and which are part of the intellectual property of Systems Integrator and is generally described as the revenue and account management software and back office systems or, commonly, the "RAMS". RCTC's entitlement to possession of copies of, or to be provided access to, source code and documentation in relation to Systems Integrator's Proprietary Software, shall be governed solely by the Software License Agreement and the Software Escrow Agreement. ( d) Third Party Software -Defined. "Third Party Software" shall mean all materials, documents and software which were developed or prepared, or to be developed or prepared, by a Subcontractor under this Agreement. 20.4 Infringement Indemnification. Systems Integrator shall defend, indemnify and hold RCTC, its directors, officials, officers, employees, consultants, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Work by RCTC of the Work Product or Systems Integrator's Proprietary Software, including any method, process, product, or concept specified or depicted. 20.5 Infringement Claim. Systems Integrator shall report to RCTC promptly and in reasonable written detail any notice or claim of copyright infringement received by Systems Integrator with respect to (i) any aspect of the Work or the Work Product, (ii) Systems Integrator's Proprietary Software, (iii) technical data or (iv) any Software provided to RCTC under this Agreement. 20.6 Survival of Terms. The prov1s10ns of this Article 20 shall survive the termination of this Agreement. 44 17336.02100\8534777.3 63 • • • • • • FINAL DRAFT ARTICLE 21 CONFIDENTIALITY 21.1 Confidential Information. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Work Product either created by or provided to Systems Integrator in connection with the performance of this Agreement, or provided to RCTC by a Systems Integrator-Related Entity and marked confidential ("Confidential Information") shall be held confidential by Systems Integrator and/or RCTC, as applicable. Confidential Information shall not, without the prior written consent of the Party entitled to give such consent, be disclosed for any purposes other than the performance or operation of the Work. Nor shall Confidential Information be disclosed to any person or entity not connected with the performance or operation of the Work. Nothing furnished hereunder which is otherwise known by the Party to whom such information is provided, or is generally known, or has become known, to the related industry shall be deemed confidential. 21.2 Disclosure Required by Law. If a Party is required by Law or by court order, interrogatories, requests for information or documents, subpoena, or similar process to disclose any Confidential Information, it shall (i) provide the other Party with prompt, prior written notice of such request or requirement so that the Party seeking to withhold the Confidential Information may seek an appropriate protective order and/or waive compliance with the provisions of this Agreement and (ii) shall cooperate with any attempts to resist such disclosure requirement. If, in the absence of a protective order or the receipt of a waiver hereunder, a Party is nonetheless compelled to disclose Confidential Information or else stand liable for contempt or suffer other liability, such Party may disclose only that portion of the Confidential Information which such Party reasonably deems necessary to fulfill the applicable legal requirements, with concurrence from the other Party which shall not be unreasonably delayed or withheld. 21.3 Return. Upon RCTC's request, Systems Integrator shall promptly return to RCTC or, if so directed by RCTC, destroy all tangible embodiments of RCTC Confidential Information (in every form and medium) in System Integrator's possession and certify such return to RCTC or destruction in writing provided that, Systems Integrator shall not be required to destroy Confidential Information that Systems Integrator reasonably determines it needs to retain related to the Work .. Upon System Integrator's request, RCTC shall promptly return to Systems Integrator or, if so directed by Systems Integrator, destroy all tangible embodiments of Systems Integrator Confidential Information (in every form and medium) in RCTC's possession and certify such return or destruction in writing; provided that, RCTC shall not be required to destroy Confidential Information that RCTC reasonably determines it needs to retain related to the Work. 21.4 Remedy. The Parties acknowledges that a breach of this Article 21 may result in serious and irreparable harm for which there is no adequate remedy at Law. Therefore, in addition to any other remedies available at Law or in equity, either Party hereto shall be entitled to injunctive relief for any such breach without the posting of bond or other security and without proof of actual damages . 45 17336.02100\8534777.3 64 FINAL DRAFT 21.5 Exclusion from Confidentiality Requirements. In the case of a dispute between the Parties related to this Agreement, either Party may utilize otherwise confidential information of the other Party in any legal or administrative proceedings related to the resolution of such dispute. This Article 21 does not apply to the Systems Integrator's Proprietary Software which is governed by the Related Agreements. 21.6 Additional Confidentiality Requirements. In addition to the other confidentiality requirements contained in this Article 21, Systems Integrator shall also comply with the following: (a) HIPPA. Systems Integrator shall comply with all Laws concerning the confidentiality, use and disclosure of individually identifiable health information, including but not limited to the Health Insurance Portability and Accountability Act of 1996 and its promulgated regulations, insofar as the foregoing law and regulations affect System Integrator's performance of the Work. (b) PCI Compliance. In conducting the Work, and to the extent that the • Work impacts the following, Systems Integrator shall ensure that all OCT A customer account data and any other OCT A or RCTC credit card or account information, including bank card data, is secured and protected in compliance with the latest version of the Payment Card Industry ("PCI") -Data Security System standards in effect at the time of final design review for the Work. Systems Integrator shall validate its compliance with this requirement, and comply with any additional PCI requirements contained in the Scope of Work. Without limiting any other obligations of Systems Integrator under this Agreement, Systems Integrator shall be responsible • for taking all actions necessary to remedy a breach of the obligations contained in this Section, including notifying credit card networks of any security incident, and paying all associated penalties and fines. (c) California Toll Customer Privacy Protection. Systems Integrator shall comply with all Laws concerning the privacy of toll customer information and data, including but not limited to California Streets and Highways Code Section 31490. 21.7 Survival of Obligations. The provisions of this Article 21 shall survive the termination of this Agreement. ARTICLE22 MEDIA RELATIONS 22.1 No Communication with Media. All communication with news media (including print, broadcast or internet media) relating to the Work or this Agreement shall be made only by RCTC, unless otherwise agreed to in writing by RCTC. In no event shall Systems Integrator make any public statements regarding the Work to any media organization, including television, radio, newspaper, magazine, or internet sites, unless otherwise authorized in writing by RCTC. Systems Integrator shall refer any media contact immediately to RCTC. Media representatives shall not allowed on the Site, or any portion thereof, unless accompanied by a • representative of RCTC or the PCM. In case of construction accidents, Systems Integrator is strictly prohibited from giving any information to the news media. In such event, spokespersons 46 17336.02100\8534777.3 65 • • • FINAL DRAFT for RCTC shall manage all media inquiries. Information to local and police authorities, to the extent legally required, may be given . 22.2 No Unauthorized Use of RCTC Name. Systems Integrator shall not use RCTC's name or photographs of the Work in any professional publication, magazine, trade paper, newspaper, internet site, seminar, community presentation, or other medium without first receiving RCTC's written consent. Notwithstanding anything to the contrary in this Article 22, Systems Integrator may refer to the Work and its participation therein in such materials as it may use from time to time for marketing purposes; provided, that Systems Integrator shall not cite RCTC as a reference without RCTC's prior, written consent. ARTICLE23 SUBCONTRACTING; PROMPT PAYMENT 23.1 Subcontracting. Systems Integrator shall not assign, subcontract or transfer any portion of the Work under this Agreement without prior written approval from RCTC. Systems Integrator agrees to inform RCTC prior to executing a subcontract, and RCTC shall have the right, in its sole discretion, to approve or disapprove, in writing, the proposed subcontractor. Systems Integrator shall comply with any procurement requirements of RCTC in hiring a subcontractor under this Agreement, and shall confer with RCTC regarding such requirements prior to soliciting any subcontractor hereunder. RCTC's written approval of any Subcontractor under this Agreement shall not in any way relieve Systems Integrator of its obligations in the Contract Documents. Systems Integrator agrees to bind every Subcontractor to the terms of the Contract Documents as far as such terms are applicable to Subcontractor's portion of the Work. Systems Integrator shall be as fully responsible to RCTC for the acts and omissions of its Subcontractors and their respective employees and independent contractors, as Systems Integrator is for acts and omissions of its own employees and independent contractors. Nothing contained in these Contract Documents shall create any contractual relationship between any Subcontractor and RCTC. Systems Integrator shall not substitute a Subcontractor withoiit RCTC' s prior written consent. The initially approved Subcontractors are as follows: Brentwood Display Services, Inc., Crosstown Electrical & Data, Inc., Advantec Consulting Engineers, Inc, 3M Company, Delcan Corporation, JAM Fire Protection and Toll Plus. 23.2 Prompt Payment. Systems Integrator shall pay any Subcontractors for Work performed within 7 Days after the date Systems Integrator receives payment from RCTC for the Work performed by the Subcontractor. Failure to comply with the foregoing requirement may cause RCTC to withhold all payments that have or become due, and RCTC may suspend the work until the Subcontractor is paid; provided, that none of the foregoing remedies shall be available to RCTC if, at the time of payment by RCTC, Systems Integrator disputes, in good faith, and in accordance with applicable Laws, the Subcontractor's right to all or any part of such payment. ARTICLE24 DEFAULT; NOTICE AND OPPORTUNITY TO CURE; REMEDIES 47 17336.02100\8534 777.3 66 FINAL DRAFT 24.1 Default. Systems Integrator shall be in default under this Agreement upon the • occurrence of any one or more of the following events or conditions: (a) Systems Integrator refuses or fails to prosecute the Work or any part thereof with such diligence as will ensure its completion within the time required, and/or Systems Integrator fails to comply with the Project Schedule due to its own actions or inactions or those of its Subcontractors; (b) Systems Integrator fails to complete or ensure completion of the Work within the required time; ( c) Insolvency of Systems Integrator; ( d) Systems Integrator makes a general assignment for the benefit of its creditors; ( e) A Change of Control of Systems Integrator or an assignment or transfer pursuant to Section 38.11 without the written consent ofRCTC; (f) Systems Integrator persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials to complete the Work; (g) Systems Integrator wrongfully fails to make prompt payment to Subcontractors or for material or labor (subject to the provisions of Section 23.2); (h) Systems Integrator violates any applicable Laws, Governmental Approvals; (i) Systems Integrator fails to comply with or violates any of the provisions of the Contract Documents; G) Any representation or warranty made by Systems Integrator in the Contract Documents or any certificate, schedule, instrument or other document delivered by Systems Integrator pursuant to the Contract Documents shall have been false or materially misleading when made; or (k) Systems Integrator fails to obtain, provide and maintain in full force and effect any insurance, bonds, guarantees, or other performance security as and when required hereunder for the benefit of relevant parties, or fails to comply with any requirement of the Contract Documents pertaining to the amount, terms or coverage of the same; or (1) A Persistent Breach occurs. 24.2 Notice and Opportunity to Cure. (a) Notice and Cure Period. Systems Integrator and Surety shall be entitled to 30 Days written notice and opportunity to cure any breach before an Event of Default is declared under clauses (a), (b), and (f) through (j) of Section 23.1, provided that no such notice 48 17336.02100\8534777.3 67 • • • • • FINAL DRAFT and opportunity to cure is required for any breach which by its nature cannot be cured (which shall include the items described in clauses (c) through (e) and clauses Ck) through (1) of Section 23.1. Failure to provide notice to Surety shall not preclude RCTC from exercising its remedies against Systems Integrator. If a breach is capable of cure but, by its nature, cannot be cured within 30 Days, such additional period of time shall be allowed as may be reasonably necessary to cure the breach so long as Systems Integrator commences such cure within such 30-Day period and thereafter diligently prosecutes such cure to completion; provided, however, that in no event shall such cure period exceed 60 Days in total unless RCTC, in its sole discretion, agrees in writing to extend such time. (b) Right to Rectify Dangerous Condition. Notwithstanding the foregoing, RCTC may, without notice and without awaiting lapse of the period to cure any default, in the event of existence of a condition on or affecting the Work which RCTC believes poses an immediate and imminent danger to public health or safety, rectify the dangerous condition at Systems Integrator's cost, and so long as RCTC undertakes such action in good faith, even if under a mistaken belief in the occurrence of such default, such action shall not expose RCTC to any liability to Systems Integrator and shall not entitle Systems Integrator to any other remedy, it being acknowledged that RCTC has a paramount public interest in providing and maintaining safe public use of and access to the Express Lanes. RCTC's good faith determination of the existence of such danger shall be deemed conclusive in the absence of clear and convincing evidence to the contrary. 24.3 Remedies. If any breach described in Section 24.1 is not subject to cure or is not cured within the period (if any) specified in Section 24.2, RCTC may declare that an "Event of Default" has occurred and notify Systems Integrator to discontinue the Work under this Agreement in part or in whole. The declaration of an Event of Default shall be in writing and given to Systems Integrator and any surety. In addition to all other rights and remedies arising out of such Event of Default that are provided by Law or in equity and such rights and remedies as are otherwise available under the Contract Documents, the performance bond, the maintenance bond and any letters of credit, RCTC shall have the following rights, which shall be cumulative, without further notice and without waiving or releasing Systems Integrator from any Losses or liability or obligations under this Agreement and Systems Integrator shall have the following obligations (as applicable): (a) Termination. RCTC may terminate this Agreement, in whole or in part, including Systems Integrator's rights of entry upon, possession, control, operation and maintenance of the Work, in which case, the provisions of Article 25 shall apply, provided that RCTC may also exercise any rights specified in this Section 24.3; (b) Draw on Security. RCTC may draw or realize upon any bonds then held by RCTC in accordance with the bond and surety requirements; ( c) Payment or Performance. RCTC shall have the right, but not the obligation, to pay such amounts and/or perform such acts as may then be required of Systems Integrator under this Agreement; 49 17336.02100\8534777.3 68 FINAL DRAFT (d) Complete/Direct Completion of the Work. RCTC may appropriate any or all materials, supplies, Hardware, and equipment on the Site and may utilize any Software as (i) has been purchased and paid for in full by RCTC and (ii) was purchased for incorporation into the Work and (iii) may otherwise be suitable and acceptable; and may direct any surety to complete this Agreement or may enter into an agreement for the completion of this Agreement according to the terms and provisions hereof with another contractor(s) or any surety, or use such other methods as may be required for the completion of the Work (including but not limited to all warranty and maintenance obligations) and the requirements of the Contract Documents, including completion of the Work by RCTC; provided, that (x) RCTC may not appropriate any materials, supplies, Hardware, Software or equipment that are both located on the Site and owned, wholly or in part, by Systems Integrator or any of its employees or Subcontractors unless and until RCTC pays in full for the cost of the same; and (y) under no circumstances may RCTC utilize System Integrator's Proprietary Software or any Third Party Software unless RCTC has paid for the right to utilize the same under a license agreement, and such use is consistent with such license agreement. ( e) Retention of Costs. RCTC shall be entitled to withhold any amounts to cover all Losses incurred by RCTC, including the costs to correct Work for which RCTC has compensated Systems Integrator under this Agreement, but which RCTC has determined in good faith needs to be corrected, in part or whole, to complete the Work because it did not meet the requirements of the Contract Documents, as well as to cover any other additional costs related to System Integrator's Event of Default. • 24.4 Assurance of Future Performance. Systems Integrator acknowledges that if a • default under Section 24.l occurs, such event could impair or frustrate Systems Integrator's performance of the Work. Accordingly, Systems Integrator agrees that upon the occurrence of any such event, RCTC shall be entitled to request of Systems Integrator, or its successor in interest, to provide adequate assurance of future performance in accordance with the terms and conditions hereof. In addition to the rights of RCTC to terminate this Agreement and exercise other rights and remedies under Section 24.3, failure to comply with such request within 10 Days of delivery of the request shall entitle RCTC to immediately terminate this Agreement for cause and to the accompanying rights set forth above and in Article 25 below. If Systems Integrator fails to provide adequate assurance of performance, then RCTC shall be entitled to proceed with the Work with its own forces or with other contractors on a time and materials or other appropriate basis, the cost of which will be credited against and deducted from RCTC's payment obligations hereunder. The foregoing shall be in addition to all other rights and remedies provided by Law or equity and such rights and remedies as are otherwise available under this Agreement and the Performance Bond, the Warranty and Maintenance Bond and any letter of credit. ARTICLE24A DEFAULT BY RCTC; NOTICE AND OPPORTUNITY TO CURE; REMEDIES 24A.1 Default. RCTC shall be in default under this Agreement upon the occurrence of the following event or condition: RCTC wrongfully fails to make any undisputed payment • promptly when due. 50 17336.02100\8534777.3 69 • • • FINAL DRAFT 24A.2 Notice and Opportunity to Cure. RCTC shall be entitled to 10 Days written notice and opportunity to cure any breach before an Event of Default is declared under Section 24A.l. 24A.3 Remedies. If any breach described in Section 24A. l is not cured within the period specified in Section 24A.2, then Systems Integrator may discontinue the Work under this Agreement in part or in whole. The declaration of an Event of Default shall be in writing and given to RCTC. In addition to all other rights and remedies arising out of such Event of Default that are provided by Law or in equity and such rights and remedies as are otherwise available under the Contract Documents, Systems Integrator shall have the following rights, which shall be cumulative, without further notice and without waiving or releasing RCTC from any Losses or liability or obligations under this Agreement and RCTC shall have the following obligations (as applicable): (a) Suspension of Performance. Systems Integrator may suspend any or all performance under the Agreement until such time as RCTC shall have fully cured the breach in question. In the event of a suspension pursuant to this Section 24A.3(a): (i) all unexpired deadlines then pending shall be deemed to have been extended for a number of days equal to the period of suspension plus any additional days reasonably required for remobilization by Systems Integrator, all pursuant to a Change Order under Article 13; and (ii) Systems Integrator shall be entitled to a Change Order requiring RCTC to pay to Systems Integrator, an amount equal to Systems Integrator's reasonable costs incurred in suspending its performance under this Agreement and then resuming such performance . ARTICLE25 TERMINATION 25.1 Termination. (a) Termination for Convenience. RCTC shall have the right, at any time, to terminate this Agreement, in whole or in part, without cause on 30 Days notice to Systems Integrator. The notice of termination shall specify the effective date of such termination ("Notice of Termination for Convenience"), and this Agreement shall terminate on said date. If this Agreement is terminated for grounds which are later determined not to justify a termination for cause, such termination shall be deemed to constitute a termination for convenience pursuant to this paragraph. (b) Termination for Cause. RCTC shall have the right to terminate this Agreement, in whole or in part, subject to the cure rights set forth in Section 24.2, in the case of an Event of Default. The notice of termination shall specify the effective date of such termination ("Notice of Termination for Cause"), and this Agreement shall terminate on said date. 25.2 Obligations Following Termination. Notice of Termination for Cause and Notice of Termination for Convenience are referred to in this Section 24.2, collectively, as "Notice of Termination" . 51 17336.02100\8534777.3 70 FINAL DRAFT (a) Actions to be Taken by Systems Integrator Following Termination. (i) Cause all affected Work to be discontinued as directed in the Notice of Termination or as otherwise provided herein, or as directed by RCTC in writing. (ii) Complete any Work specified in the Notice of Termination in a least cost/shortest time manner while still maintaining the quality called for under the Contract Documents. (iii) Leave the Site in a safe and sanitary manner such that it does not pose any threat to the public health or safety. (iv) Terminate all Subcontracts to the extent that they relate to the portions of the Work terminated, or assign such Subcontracts to RCTC, as directed by RCTC and as further set forth below.I (v) Place no further subcontracts or orders, except as necessary to complete any Work not terminated. (vi) Deliver to RCTC all Work Product and all materials and supplies for which RCTC has paid in whole or in part; provided, that RCTC forthwith shall pay to Systems Integrator (subject to any offsets allowed under this Agreement), the balance due for all of those materials and supplies for which RCTC has not paid in whole. (vii) Train RCTC in the use and maintenance of the Work. (b) Payment for Work Following Termination. Should RCTC terminate this Agreement as herein provided, RCTC shall pay Systems Integrator for all Work performed in accordance with the requirements of the Contract Documents up to the 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 Work. Systems Integrator shall provide documentation deemed reasonably satisfactory by RCTC's Representative to show the Work actually completed by Systems Integrator prior to the effective date of termination, as further set forth in clause {f) below. Notwithstanding the foregoing, if the termination if for cause, RCTC shall have the right to retain payments otherwise due as further set forth in Section 23.3(e) above. (c) RCTC Right to Take Over Work. If this Agreement is terminated, RCTC may take over the Work and prosecute the Work to completion, and may procure, upon such terms and in such manner as it deems appropriate, services similar to those terminated. (d) Assignment of Subcontracts. For one (1) year following termination of • • this Agreement, RCTC shall have the right, at RCTC's election to be made to Systems Integrator in writiµg, to require that Systems Integrator assign all or some of Systems Integrator's Subcontracts to RCTC. If RCTC so elects to require any such assignment, Systems Integrator shall execute and deliver to RCTC a written assignment, in form and substance reasonably acceptable to RCTC, of all Systems Integrator's right, title and interest in and to such Subcontract(s). Subcontracts shall (i) specifically allow such assignment by Systems Integrator • to RCTC; (ii) include an express agreement by such Subcontractor(s) to attom to RCTC; and (iii) 52 17336.02100\8534777.3 71 • • • FINAL DRAFT acknowledge that RCTC shall have no liability or responsibility for any action or omission of Systems Integrator or in connection with the period prior to the assignment. This provision shall not apply in the case of a Subcontract for a second tier or lower tier subcontractor entered into prior to the date of this Agreement, provided that Systems Integrator makes a commercially reasonable effort to comply with the requirements of this paragraph and obtains RCTC's written acceptance, prior to the Effective Date, of any Subcontract that does not incorporate the requirements contained in this paragraph. (e) Additional Actions. Take all other additional actions directed by RCTC and reasonably related to the termination and/or required for the safety of the public or preservation of the Work; provided, that the cost of such actions shall be borne by RCTC unless such actions are required because of the negligence or breach of this Agreement by Systems Integrator. (f) Submission of Cost Documentation. Submit to the RCTC, within 30 Days from the effective date of the Notice of Termination, all of the documentation called for by the Contract Documents to substantiate all costs incurred by the Systems Integrator for labor, materials and equipment through the effective date of the Notice of Termination for which Systems Integrator believes it has a right to compensation hereunder. Any documentation substantiating costs incurred by the Systems Integrator solely as a result of the RCTC's exercise of its right to terminate this Agreement, which costs the Systems Integrator is authorized under the Contract Documents to incur, shall: (i) be submitted to and received by the RCTC no later than 30 Days after the effective date of the Notice of Termination; (ii) describe the costs incurred with particularity; and (iii) be conspicuously identified as "Termination Costs Occasioned by the RCTC's Termination of Agreement." (g) No Right to Preparation Costs. Systems Integrator acknowledges and agrees that RCTC has no obligation to issue an NTP hereunder, and further agrees that unless and until the NTP is issued, neither RCTC nor Systems Integrator shall have any liability to one another hereunder. The Parties agree that Systems Integrator shall not be entitled to compensation for any costs incurred by Systems Integrator related to the preparation or negotiation of this Agreement, or the Contract Documents. 25.3 Waivers. Systems Integrator, in executing this Agreement, shall be deemed to have waived any and all claims for damages which may otherwise arise from RCTC's termination of this Agreement, for convenience or cause, as provided in this Article 25; provided, that Systems Integrator does not waive any claims for damages that may arise from RCTC's termination of this Agreement otherwise than in strict accordance with the provisions of this Agreement ARTICLE26 COMPLIANCE WITH LAWS; PREVAILING WAGE; BUY AMERICA 26.1 General Requirement. Systems Integrator shall comply with all applicable Laws in any manner affecting the performance of this Agreement, including, without limitation, worker's compensation Laws, minimum and maximum salary and wage statues and regulations, 53 17336.02100\8534777.3 72 FINAL DRAFT and licensing Laws and regulations. When required, Systems Integrator shall furnish RCTC with • the satisfactory proof of its compliance therewith. 26.2 Payroll Records. (a) Weekly Certified Payroll Records. Pursuant to Labor Code Section 1776, Systems Integrator and each Subcontractor shall maintain weekly certified payroll records showing the name, address, social security number, work classification, straight time and overtime hours paid each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed in connection with the work. Systems Integrator shall certify under penalty of perjury that records maintained and submitted by Systems Integrator are true and accurate. Systems Integrator shall also require Subcontractor( s) to certify weekly payroll records under penalty of perjury. The foregoing requirements shall apply only as to those individuals subject to the Prevailing Wage Laws (defined below). (b) Additional Payroll Documentation. The payroll records described herein shall be certified and submitted by Systems Integrator in accordance with applicable Law, and at a time reasonably designated by RCTC. Systems Integrator shall also provide the following: (i) A certified copy of the employee's payroll records shall be made available for inspection or furnished to such employee or his or her authorized representative on request. (ii) A certified copy of all payroll records described herein shall be made available for inspection or furnished upon request of the Department of Industrial Relations ("DIR"). (c) Required Forms. The certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement ("DLSE") of the DIR or shall contain the same information as the forms provided by the DLSE. ( d) Copies of Records. Any copy of records made available for inspection and furnished upon request to the public shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address, and social security number. The name and address of Systems Integrator or any Subcontractor shall not be marked or obliterated. (e) Penalty for Noncompliance. In the event of noncompliance with the requirements of this Section, Systems Integrator shall have 10 Days in which to comply subsequent to receipt of written notice specifying any item or actions necessary to ensure compliance with this Section. Should noncompliance still be evident after such ten 10 Day period, Systems Integrator shall, as a penalty to RCTC, forfeit One Hundred Dollars ($100.00) for each Day, or portion thereof, for each worker until strict compliance is effectuated. Upon the request of the DIR, such penalties shall be withheld from contract payments. • 26.3 Prevailing Rates of Wage. Systems Integrator is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, • Title 8, Section 16000 et seq. ("Prevailing Wage Laws"), which require the payment of 54 17336.02100\8534777.3 73 • • • FINAL DRAFT prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. Since this Work involves an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Systems Integrator agrees to fully comply with such Prevailing Wage Laws. Systems Integrator shall obtain a copy of the prevailing rates of per diem wages at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the Department of Industrial Relations located at www.dir.ca.gov/dlsr/. In the alternative, Systems Integrator may view a copy of the prevailing rates of per diem wages at RCTC. Systems Integrator shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to perform the Work available to interested parties upon request, and shall post copies at Systems Integrator's principal place of business and at the Work site. Systems Integrator shall defend, indemnify and hold RCTC, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or allege failure to comply with the Prevailing Wage Laws. (a) Penalty for Failure to Pay Prevailing Wage Rates. Systems Integrator and each Subcontractor shall forfeit as a penalty to RCTC not more than two hundred dollars ($200) for each Day, or portion thereof, for each worker paid less than the stipulated prevailing wage rate for any work done by him, or by any Subcontract under him, in violation of the provisions of the Labor Code. The difference between such stipulated prevailing wage rate and the amount paid to each worker for each Day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by Systems Integrator. (b) Posting of Prevailing Wage Rates. Systems Integrator shall post, at appropriate conspicuous points on the Work site, a schedule showing all determined general prevailing wage rates and all authorized deductions, if any, from unpaid wages actually earned. 26.4 Employment of Apprentices. This Agreement shall not prevent the employment of properly indentured apprentices in accordance with the California Labor Code, and no employer or labor union shall refuse to accept otherwise qualified employees as indentured apprentices on the work performed hereunder solely on the ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which he or she is employed and shall be employed only in the craft or trade to which he or she is registered. If California Labor Code Section 1777.5 applies to the Work, Systems Integrator 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 Systems Integrator or any Subcontractor for the employment and training of apprentices. Upon issuance of this certificate, Systems Integrator and any Subcontractor shall employ the number of apprentices provided for therein, as well as contribute to the fund to administer the apprenticeship program in each craft or trade in the area of the work hereunder. The Parties expressly understand that the responsibility for compliance with provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code in regard to all apprenticeable occupations lies with Systems Integrator. 55 17336.02100\8534777.3 74 FINAL DRAFT 26.5 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 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 Systems Integrator or the Work (or relevant portion thereof) are not subject to the Eight-Hour Law. Systems Integrator shall forfeit to RCTC as a penalty, $50.00 for each worker employed in the execution of this Agreement by him, or by any Subcontractor under him, for each Day during which such workman is required or permitted to work more than eight hours in any Day and forty hours in any one calendar week without such compensation for overtime violation of the provisions of the California Labor Code, unless Systems Integrator or the Work are not subject to the Eight-Hour Law. 26.6 Labor Certification. By its signature hereunder, Systems Integrator 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 Work. 26. 7 Buy America. Systems Integrator agrees to comply and to require its Subcontractors to comply with the "Buy America" requirements set forth in the Intermodal Surface Transportation Efficiency Act of 1991 (ISTEA) Sections 1041(a) and 1048(a), 23 U.S.C. • 313 and 23 C.F.R. Part 635.410, which are incorporated into this Agreement by reference, and • which require that all steel, iron, and manufactured products used in Federal Highway Administration (FHWA)-funded projects are produced in the United States, unless a waiver has been granted by FHW A or the product is subject to a general waiver. In conformance with the foregoing specified laws and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the Work shall occur in the United States; with the exception that pig iron and processed, pelletized and reduced iron ore manufactured outside of the United States may be used in the domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "Buy America" requirements. The Buy America requirements do not prevent a minimal use of foreign steel and iron materials if the total combined cost of the materials used does not exceed one-tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. The Systems Integrator shall maintain documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials into the Work, if any. ARTICLE27 REPRESENTATIONS, WARRANTIES AND COVENANTS 27.1 Systems Integrator's Representations, Warranties and Covenants. Systems Integrator represents, warrants and covenants as follows: 56 17336.02100\8534777.3 75 • • • • FINAL DRAFT (a) Diligent Performance. Systems Integrator shall at all times schedule and direct its Work to provide an orderly progression of the Work to achieve Substantial Completion, Punch List Acceptance, Systems Acceptance and Final Acceptance by the applicable deadlines and in accordance with the Project Schedule, including furnishing such employees, materials, facilities and equipment and working such hours, extra shifts, overtime operations, Sundays and holidays as may be necessary to achieve such goal, all at Systems Integrator's own cost except as otherwise specifically provided in Article 13. (b) Compliance with Contract Documents. Systems Integrator shall provide the Work in accordance with the requirements contained in the Contract Documents. ( c) Authorizations. The execution, delivery and performance of this Agreement have been duly authorized by all necessary action of Systems Integrator and will not result in a breach of or a default under Systems Integrator's organizational documents or any indenture or loan or credit agreement or other material agreement or instrument to which Systems Integrator is a party or by which its properties and assets may be bound or affected. ( d) Binding Obligation. This Agreement constitutes the legal, valid and binding obligation of Systems Integrator in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar Laws affecting the enforceability of the rights of creditors generally and the general principles of equity. ( e) Corporate Status. Systems Integrator is a limited liability company duly organized and validly existing under the Laws of the State of Delaware, with all requisite power to own its properties and assets and carry on its business as now conducted or proposed to be conducted. Systems Integrator is a duly qualified business, and is in good standing, in the State of California, and will remain in good standing throughout the term of this Agreement and for as long thereafter as any obligations remain outstanding under the Contract Documents. (f) Litigation. There is no action, suit, proceeding, investigation or litigation pending and served on Systems Integrator which challenges Systems Integrator's authority to execute, deliver or perform, or the validity or enforceability of, this Agreement, or which challenges the authority of Systems Integrator's official executing the Contract Documents; and Systems Integrator has disclosed to RCTC any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which Systems Integrator is aware. (g) Rights in Work Product and Software. All Work Product and Systems Integrator's Proprietary Software shall be of original development by Systems Integrator or Systems Integrator shall have obtained all rights necessary to license such Work Product and Systems Integrator's Proprietary Software to RCTC pursuant to the terms of this Agreement and to perform its obligations hereunder. (h) No Infringement. None of the Work, Systems Integrator's Proprietary Software or Work Product shall infringe upon or misappropriate any Intellectual Property of any third party, nor has any claim of such infringement been threatened or asserted, and no such claim is pending against Systems Integrator. The foregoing warranty shall not apply to the 57 17336.02100\8534777.3 76 FINAL DRAFT extent the alleged infringement was based on or attributable to (i) any combination, operation or • use of the Work Product with any software or documentation which are neither supplied by Systems Integrator, nor specified in this Agreement; or (ii) any modification or enhancement of the Work Product not made by Systems Integrator, its Subcontractors, suppliers or any other entity related to Systems Integrator. In the event of a breach of the provisions set forth in this section, Systems Integrator shall have the option, at its expense: (x) to modify the Work, Deliverables, Systems Integrator's Proprietary Software or Work Product to make them non- infringing, (y) to obtain for RCTC the right to continue using the Work, Systems Integrator's Proprietary Software or Work Product, or (z) to substitute services or deliverables acceptable to RCTC which do not so infringe in place of the infringing deliverable or Work Product. (i) Further Assurance Regarding Work Product and Software. None of Systems Integrator's Proprietary Software or Work Product shall contain any virus, worm, time bomb, trap door, disabling device, automatic restraint, Trojan horse, or other code designed to: (i) discontinue RCTC's effective use of the Work Product, Systems Integrator's Proprietary Software or the Work; (ii) erase, destroy, corrupt or modify any data of RCTC or RCTC's customers without the express written consent of RCTC; or (iii) bypass any internal or external software security measure to obtain access to any Hardware or Software of RCTC or RCTC's customers without the prior express written consent ofRCTC. 27.2 RCTC Representations, Warranties and Covenants. RCTC represents, warrants and covenants as follows: (a) Authorizations. The execution, delivery and performance of this Agreement have • been duly authorized by all necessary action of RCTC and will not result in a breach of or a default under any indenture or loan or credit agreement or other material agreement or instrument to which RCTC is a party or by which its properties and assets may be bound or affected. (b) Binding Obligation. This Agreement constitutes the legal, valid and binding obligation of RCTC in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar Laws affecting the enforceability of the rights of creditors generally and the general principles of equity. ( c) Coroorate Status. RCTC is a public agency validly existing under the Laws of the State of California, with all requisite power to enter into this Agreement, own its properties and assets and carry on its business as now conducted or proposed to be conducted. ( d) Litigation. There is no action, suit, proceeding, investigation or litigation pending and served on RCTC which challenges RCTC's authority to execute, deliver or perform, or the validity or enforceability of, this Agreement, or which challenges the authority of RCTC's official executing the Contract Documents; and RCTC has disclosed to Systems Integrator any pending and un-served or threatened action, suit, proceeding, investigation or litigation with respect to such matters of which RCTC is aware. 58 17336.02100\8534777 .3 77 • • • FINAL DRAFT ARTICLE28 INDEMNIFICATION AND INSURANCE 28.1 Indemnification by Systems Integrator. Systems Integrator shall defend, indemnify and hold RCTC, Caltrans, OCT A and their directors, officials, officers, employees, and designated consultants and agents ("Indemnified Parties") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in Law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any breach of the Contract Documents by any Systems Integrator-Related Entity or any negligent acts, omissions, gross negligence, recklessness, fraud, breach of Law, breach of Governmental Approval or willful misconduct of any Systems Integrator-Related Entity arising out of or in connection with the performance of the Work or the Contract Documents, including, without limitation, the payment of consequential damages, expert witness fees, and attorneys fees and other related costs and expenses. Such indemnifiable claims shall include, without limitation thereto, claims by Subcontractors of nonpayment, and claims by OCT A for Losses arising from or related to Systems Integrator's failure to comply with the requirements of Section 9.4, including any disruption of the OCTA System arising out of or related to performance of the Work. Systems Integrator shall defend, at Systems Integrator'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 Indemnified Parties. Systems Integrator shall pay and satisfy any judgment, award or decree that may be rendered against the Indemnified Parties, in any such suit, action or other legal proceeding. Systems Integrator shall reimburse the Indemnified Parties 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. Systems Integrator's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnified Parties. Notwithstanding the foregoing, to the extent Systems Integrator'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 Systems Integrator. Systems Integrator's obligations as set forth in this Section shall survive expiration or termination of this Agreement. 28.2 Insurance. Systems Integrator certifies that it has insurance in accordance with the requirements and with the coverage and amounts specified on Attachment G. Systems Integrator shall not commence Work until Systems Integrator has submitted to RCTC certificates of insurance as required herein, and proof of payment of premiums. Systems Integrator shall keep current the foregoing insurance for the duration of the Agreement Term, and shall provide evidence thereof to RCTC upon request from time to time. Systems Integrator shall require each Subcontractor to maintain insurance in accordance with the requirements of this Agreement, or in such lesser amounts as may be reasonably satisfactory to RCTC, considering each Subcontractor's role in the performance of the Work. 28.3 Limitation on Liability. Notwithstanding any provision in this Agreement to the contrary, Systems Integrator's aggregate liability to RCTC for any and all damages of any type whatsoever resulting from any breach of this Agreement shall not exceed the sum of: (a) an amount equal to twenty-five percent (25%) of the Total Compensation (which amount shall • specifically include, without limitation thereto, Liquidated Damages, Stipulated Damages, 59 17336.02100\8534777.3 78 FINAL DRAFT Losses and indemnity obligations, and shall specifically exclude all sums paid to RCTC by any • insurers or sureties of Systems Integrator); plus (b) all Losses incurred by RCTC relating to or arising out of any illegal activities, fraud, recklessness, gross negligence or intentional or criminal misconduct of Systems Integrator-Related Entity. ARTICLE29 RETENTION, AVAILABILITY OF RECORDS AND AUDIT REQUIREMENTS RCTC shall have the right to examine the financial books and records of Systems Integrator and its Subcontractors that directly pertain to the performance of the Work or this Agreement. Systems Integrator shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred and shall make such materials available at its office during the Agreement Term and until the last to occur of (i) five (5) years from the date of final payment under this Agreement, or (ii) full and complete resolution of all pending litigation. Only books and records pertaining to this Agreement, the Work, any amount or charge for which compensation, reimbursement or recovery is sought by Systems Integrator under this Agreement, or any of the foregoing, shall be made available by Systems Integrator. RCTC, or any of their respective duly authorized representatives shall have access, during normal business hours, and in accordance with any reasonable site-specific policies related to safety and confidentiality, to any and all such books, documents, papers and records of Systems Integrator which are directly pertinent to this Agreement for the purpose of making audits, examinations, excerpts and transcriptions. However, notwithstanding anything to the contrary stated herein, nothing in this • provision shall require Systems Integrator to produce any of Systems Integrator's internal proprietary cost information for review or audit. The confidentiality provisions of this Agreement shall apply to any materials produced to or reproduced by RCTC under this Article 29. Any and all records produced for RCTC pursuant to this Article 29 shall remain the property of Systems Integrator. ARTICLE30 PROHIBITED INTERESTS; NON-DISCRIMINATION 30.1 Conflict of Interest. Systems Integrator represents that it shall discharge its responsibilities under this Agreement professionally, impartially and independently and that it is under no contractual or other restriction or obligation, the compliance of which is inconsistent with the execution of this Agreement or the performance of Work. Systems Integrator shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with RCTC's interests with respect to the Work, or the 91 CIP. Systems Integrator represents that it does not have an organizational conflict of interest with respect to this Agreement and the Work. 30.2 Conflict of Employment. Employment by Systems Integrator of personnel currently on the payroll of RCTC 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 Systems Integrator of • personnel who have been on RCTC payroll within one year prior to the date of execution of this 60 17336.02100\8534777.3 79 • • • FINAL DRAFT Agreement, where this employment is caused by and/or dependent upon Systems Integrator securing this or related Agreements with RCTC, is prohibited . 30.3 Non Collusion. Systems Integrator warrants that it has not employed or retained any company or persons, other than a bona fide employee working solely for Systems Integrator, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or individual any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 30.4 Non-Discrimination. Systems Integrator 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. 30.5 Assignment of Antitrust Actions. Pursuant to Section 7103.5 of the Public Contract Code, in entering into a public works contract or subcontract to supply goods, services, or materials pursuant to a public works contract, Systems Integrator or Subcontractor offers and agrees to assign to RCTC all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (chapter 2 (commencing with Section 16700) of part 2 of division 7 of the Business and Professions Code), arising from the purchase of goods, services, or materials pursuant to this Agreement or any Subcontract. This assignment shall be made and become effective at the time RCTC makes final payment to the Systems Integrator, without further acknowledgment by the Parties. ARTICLE31 COMPLIANCE WITH GOVERNMENTAL APPROVALS AND RELATED AGREEMENTS 31.1 Related Agreements. Systems Integrator covenants that at all times throughout this Agreement, Systems Integrator shall comply and shall cause all Subcontractors to comply with all requirements of the Related Agreements applicable to Systems Integrator and performance and execution of the Work, and with all of RCTC's obligations and liabilities set forth in the Related Agreements applicable to the Work. 31.2 Permits. Governmental Approvals necessary for prosecution of the Work shall be secured and paid for by Systems Integrator, unless otherwise specified in the Contract Documents. Systems Integrator shall comply with all permit requirements of agencies with authority in Riverside County, as though such requirements were specified herein, at no additional cost to RCTC. In the event of a conflict between this Agreement and any Governmental Approvals, the requirements of the Governmental Approvals shall govern . 61 17336.02100\8534777.3 80 FINAL DRAFT ARTICLE32 HAZARDOUS MATERIALS 32.1 Hazardous Materials Discovery. Should Systems Integrator encounter material reasonably believed to be polychlorinated biphenyl (PCB) or other toxic wastes and hazardous materials, chemicals or substances regulated by Law ("Hazardous Materials") which have not been rendered harmless at the Site, Systems Integrator shall immediately stop work at the affected portion of the Site and shall report the condition to RCTC in writing. RCTC shall contract for any services required to directly remove and/or abate the Hazardous Materials, if required by Law, and shall not require Systems Integrator to subcontract for such services, unless otherwise agreed upon by the Parties in writing. The Work in the affected area shall not thereafter be resumed except by upon written direction from RCTC. If any Work is suspended as a result of Hazardous Materials as described in this Section, and such suspension impacts the Critical Path, Systems Integrator may submit a request for Change Order for a time extension pursuant to Article 13 of this Agreement. Such request for Change Order shall be subject to the provisions of Article 13. Notwithstanding the foregoing, Systems Integrator shall have no right to a Change Order as relates to any Hazardous Materials release as described in Section 32.2 below. 32.2 Hazardous Materials Release. Hazardous Materials management costs, • including assessment, containment, and remediation expenses, on, arising from or related to and/or which result from (a) release(s) of Hazardous Material, including preexisting Hazardous Material on the Site, attributable to the actions, omissions, negligence, willful misconduct, or • breach of applicable Law or contract by any Systems Integrator-Related Entity; or (b) release( s) of Hazardous Materials arranged to be brought onto the Site or elsewhere by any Systems Integrator-Related Entity shall be the sole responsibility of Systems Integrator and shall not be compensable to Systems Integrator, regardless of the cause of the release of Hazardous Materials. 32.3 Hazardous Materials Brought to Site by Systems Integrator. Systems Integrator shall be solely responsible for: (a) compliance with all Laws applicable to Hazardous Materials brought onto the Site by Systems Integrator or its Subcontractors; (b) use, containment, storage, management, transport and disposal of all Hazardous Materials in accordance with the Contract Documents and all applicable Laws and environmental approvals; and ( c) payment of all Losses associated with, arising out of or related to such Hazardous Materials. 62 17336. 02100\8534 777.3 81 • • • • FINAL DRAFT ARTICLE33 PARTNERING AND DISPUTE RESOLUTION 33.1 General Dispute Resolution Provisions. Partnering will be encouraged in preference to formal dispute resolution mechanisms. Partnering in this context is intended to be a non-binding procedure available for use by the Parties to resolve any issues that may arise during performance of the Work. Systems Integrator agrees to participate in joint resolution of disputes as set forth in Section 12.3(a). 33.2 Partnering. (a) Schedule; Participation. As soon as possible following the Commencement Date, RCTC and Systems Integrator shall jointly select a third-party facilitator to conduct the partnering meetings. The cost of the facilitator shall be borne by RCTC. Partnering meetings shall be conducted at the office of RCTC or at such location as otherwise agreed upon by the Parties. Persons who should attend the partnering meetings include appropriate Key Personnel and executives of the Par ties. (b) Confidentiality. Subject to the requirements of the Public Records Act, neither the language of this Section 3 3 .2 nor any statements made or materials prepared during or relating to partnering meetings, including any statements made or documents prepared by the facilitator, shall be admissible or discoverable in any judicial or other dispute resolution proceeding . 33.3 Claims UncLer $375,000. If partnering fails to resolve an issue and Systems Integrator elects to pursue a formal dispute with RCTC, if the dispute involves a claim of $375,000 or less, the dispute shall be resolved pursuant to Public Contract Code section 20104, et seq. and other applicable Law, and the dispute resolution procedures established thereunder, as the same may be amended from time to time. The dispute resolution procedures are set forth in Attachment G to this Agreement. 33.4 Disputes Not Covered Under Section 33.3. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the performance, breach, validity, interpretation, application, or termination hereof, and not governed by Section 33.3, shall be resolved pursuant to the following provisions. (a) Mediation or Arbitration. If the claim or dispute is not timely resolved through partnering, then, if agreed upon by the Parties, the Parties may initiate mediation or arbitration to resolve the claim. In such case, the Parties shall agree, in advance, upon the rules and procedures that shall govern such mediation or arbitration. (b) Any Legal Means. If neither of the foregoing methods of dispute resolution is agreed upon by the Parties, the claiming Party may pursue any other legal means available of resolving the dispute. 33.5 Performance During Dispute. In the event of a dispute, including a dispute in payment due to Systems Integrator, Systems Integrator agrees to continue its performance of the 63 17336.02100\8534 777.3 82 FINAL DRAFT Work hereunder as directed by RCTC, in a diligent manner and without delay, and such • continuation of efforts shall not be construed as a waiver of any legal right of Systems Integrator. ARTICLE34 INDEPENDENT CONTRACTOR The Work shall be performed by Systems Integrator or under its supervision. Systems Integrator shall determine the means, methods and details of performing the Work subject to the requirements of this Agreement. RCTC retains Systems Integrator on an independent contractor basis and not as an employee, agent or representative of RCTC. Systems Integrator retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Work under this Agreement on behalf of Systems Integrator shall at all times be under Systems Integrator's exclusive direction and control. Systems Integrator shall pay all wages, salaries and other amounts due such personnel in connection with their performance of Work and as required by Law. Systems Integrator 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. ARTICLE35 SALES AND OTHER APPLICABLE TAXES, PERMITS, LICENSES AND FEES Systems Integrator and its Subcontractors performing Work under this Agreement shall be required to pay California sales tax and other applicable federal, state and local taxes, if any, and to pay for any permits, licenses and fees required by any agencies with authority in Riverside County, unless otherwise expressly provided by the Contract Documents; provided, that neither Systems Integrator nor any of its Subcontractors shall be responsible for the payment of any federal, state or local income taxes chargeable to any other persons or entities. ARTICLE36 FORCE MAJEURE 36.1 Force Majeure Event. Systems Integrator shall not be in breach of this Agreement or responsible for damages caused by delay or failure to perform in full or in part its obligations under this Agreement, provided that there is due diligence in attempted performance under the circumstances, and that such delay or failure is due to a Force Majeure Event, as defined below. Force Majeure Event shall mean any of the events listed in clauses (a) through (f) below, which materially, adversely and directly affects Systems Integrator's obligations, provided such events are beyond the control of the Systems Integrator and its Subcontractors and are not due to an act, omission, negligence, fraud, recklessness, intentional misconduct, or breach of contract, • Laws or Governmental Approvals by any Systems Integrator-Related Entity, and further • provided that such events (or the effects of such events) could not have been avoided by the 64 17336.02100\8534777.3 83 • • • FINAL DRAFT exercise of caution, due diligence, or reasonable efforts by any Systems Integrator-Related Entity, that Systems Integrator complies with its obligation to re-sequence the Work, reallocate resources of Systems Integrator and take all reasonable actions necessary to mitigate and/or avoid any delay in performance, that such delay impacts the Critical Path. (a) Any earthquake, tornado, hurricane, fire, lightning, explosion, flood, or other natural disaster that (i) causes direct and material physical damage to the Work, or (ii) prevents prosecution of a material portion of the Work; (b) Any epidemic in the Riverside County, California area; ( c) Any blockade, rebellion, war, riot, act of sabotage or civil commotion that causes direct physical damage to the Work or prevents prosecution of a material portion of the Work; ( d) Issuance of a temporary restraining order or other form of injunction by a court that prohibits prosecution of a material portion of the Work; ( e) The suspension, termination, interruption, denial or failure to obtain or non-renewal of any Governmental Approval, except to the extent that such suspension, termination, interruption, denial or failure to obtain or non-renewal arises from failure by any Systems Integrator-Related Entity to design or carry out the Work in accordance with applicable Laws, any other Governmental Approval or the Contract Documents; or (f) Any strike, labor dispute, work slowdown, work stoppage, secondary boycott, walkout or other similar occurrence but only as relates to the labor forces of the Design-Build Contractor or its subcontractors. The term "Force Majeure Event" shall be limited to the matters listed in clauses (a) through (f) above. 36.2 Notice of Force Majeure Event. Systems Integrator shall give notice to RCTC within 5 Days following the discovery of Force Majeure Event as set forth above, which may cause a failure or delay in performance under the Agreement. This notice must set forth the details of such Force Majeure Event and its specific effect upon Systems Integrator's ability to fulfill its obligations under the Agreement. RCTC shall, after receipt of such notice by Systems Integrator, be entitled by notice to require Systems Integrator to provide further supporting materials that RCTC may reasonably consider necessary. If RCTC elects to dispute the occurrence of a Force Majeure Event, it shall notify Systems Integrator within 30 Days following the date of receipt of notice of a Force Majeure Event by Systems Integrator. Any unresolved disputes regarding the occurrence of a Force Majeure Event shall be resolved in accordance with the dispute resolution clause contained in Article 33. 36.3 Termination Right Related to Force Majeure Event. If performance of this Agreement is delayed more than 90 Days due to a Force Majeure Event, RCTC may terminate this Agreement for convenience upon 10 Days notice, if the Force Majeure Event has not ceased during such period . 65 17336.02100\8534777.3 84 FINAL DRAFT ARTICLE37 NOTICES All notices to either Party by the other required under this Agreement, shall be in writing and delivered by personal service (including express or courier service), by electronic communication, whether by facsimile or electronic-mail (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested), or by registered or certified mail, postage prepaid, return receipt requested, addressed as shown below: RCTC and Systems Integrator each shall provide to one another, an electronic address or number to which notice can be sent 24 hours a day, 7 Days a week. RCTC: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director SYSTEMS INTEGRATOR: Cofiroute USA, LLC 20 Pacifica, Suite 420 Irvine, CA 92618 Attn: Jan Mittermeier ARTICLE38 GENERAL TERMS 38.l Right to Employ Other Consultants. RCTC reserves the right to employ other consultants in connection with the Work. Systems Integrator shall cooperate fully with any other consultant engaged by RCTC on the 91 CIP, consistent with its other obligations arising under this Agreement. 38.2 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. 38.3 Incorporation of Recitals and Attachments. The Recitals set forth in Article 2 and Attachments A through H are incorporated into this Agreement as if fully set forth herein. 38.4 Entire Agreement. This Agreement sets forth the complete agreement between the Parties with respect to the Work and expressly supersedes all other agreements, oral or written, with respect thereto. 38.5 General Interpretation. (a) As used in this Agreement, unless otherwise specified, the term "including" shall mean including, but not limited to, or without limitation. 66 17336.02100\8534777.3 85 • • • • • • FINAL DRAFT (b) As used in this Agreement, unless otherwise specified, the terms "shall" and "will" shall have the same meaning . 38.6 Amendments. The terms of this Agreement may be modified only by a Change Order or an amendment executed by both Parties. 38.7 Counterparts. This Agreement may be executed in one or more counterparts, each such counterpart being an original hereof and all such counterparts taken together constituting but one and the same instrument. 38.8 Time of Essence. Time is of the essence for each and every provision of this Agreement. 38.9 No Waiver. Failure of either Party to insist on any one occasion upon strict compliance with any of the terms, covenants or conditions of this Agreement 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. 38.10 Governing Law. This Agreement shall be deemed to be made under the Laws of the State of California and for all purposes it, plus any related or supplemental documents and notices, shall be construed in accordance with and governed by the Laws of the State of California. Venue shall be in Riverside County. 38.11 Assignment or Transfer. Systems Integrator 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 RCTC. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. RCTC reserves the right to assign its rights and obligations under this Agreement at any time and in its sole discretion. RCTC shall provide Systems Integrator prior written notice of any intended assignment of this Agreement, and Systems Integrator does hereby bind itself to any assignee of RCTC. 38.12 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 38.13 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. 38.14 No Third Party Beneficiaries. Except as expressly provided in Section 27.1 herein, there are no intended third party beneficiaries of any right or obligation assumed by the Parties . 67 17336.02100\8534777.3 86 FINAL DRAFT 38.15 Subpoenas or Court Orders. Should Systems Integrator receive a subpoena or court order related to this Agreement and/or the Work, Systems Integrator shall immediately provide written notice of the subpoena or court order to RCTC. Systems Integrator shall not respond to any such subpoena or court order until notice to RCTC is provided as required herein, and shall cooperate with RCTC in responding to the subpoena or court order. 38.16 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. 68 17336.02100\8534777.3 87 • • • • • • FINAL DRAFT SIGNATURE PAGE TO ELECTRONIC TOLL AND TRAFFIC MANAGEMENT SYSTEMS INTEGRATION AND IMPLEMENTATION AGREEMENT RCTC and Systems Integrator have executed this Agreement to be effective as of the date first written above. 17336.02100\8534777.3 COFIROUTE USA, LLC : By:.~~~~~~~~~~~~~~ Gary L. Hausdorfer Title: President and Chief Executive Officer RCTC: By:~~~~~~~~~~~~~~~~ Marion Ashley, Chair APPROVED AS TO FORM: 69 88 Best Best & Krieger LLP General Counsel to RCTC FINAL DRAFT LIST OF ATTACHMENTS • Attachment Title A Definitions B Scope of Work c Milestone and Submittal Schedule D Payment Milestone Schedule E Form of Software License, Maintenance and Escrow Agreement F Insurance Coverage Requirements G Dispute Resolution Procedure H Change Order Overhead and Profit Markups I Bond Forms • • 70 17336.02100\8534777.3 89 • • • ATTACHMENT A DEFINITIONS Caltrans shall mean the California Department of Transportation. CCTV Subsystem shall have the meaning as set forth in Section 6 of the Scope of Work. Change of Control of Systems Integrator shall occur if (i) Systems Integrator sells, transfers or conveys all of its assets; (ii) there is a sale, transfer or conveyance to any person, entity or company, directly or indirectly, of the power to the holding and/or possession of the beneficial interest and/or ability to exercise the voting rights applicable to the shares or the securities in Systems Integrator (whether directly or by means of holding such interest in one or more other persons) which confer in aggregate on the holders of more than fifty-one percent (51 %) of the total voting rights exercisable at the general meetings of Systems Integrator or (iv) there is a complete liquidation of Systems Integrator._ Change Order shall mean a written amendment to modify the Scope of the Work, a Completion Deadline, the Total Compensation or any price included therein, or other terms and conditions of the Contract Documents. A Change Order shall be signed and/or acknowledged by both Parties as further set forth in the Agreement. Commencement Date shall mean the date set forth in the NTP as the date for commencement of the Work by Systems Integrator. Completion Deadlines shall mean the Substantial Completion Deadline, System Acceptance Deadline, Punch List Acceptance Deadline and Final Acceptance Deadline, as set forth in Section 5 .4 of this Agreement. Concurrent Delay shall mean a delay that occurs when two separate delay events impact the Critical Path and occur simultaneously and day for day during the same Project Schedule update period. Critical Path shall mean each critical path on the Project Schedule which ends on the System Acceptance Deadline, Punch List Acceptance Deadline or Final Acceptance Deadline, as applicable (i.e. the term shall apply only following consumption of all available Float in the schedule for System Acceptance, Punch List Acceptance or such Final Acceptance, as applicable). The lower case term "critical path" shall mean the activities and durations associated with the longest path(s) through the Project Schedule. Day shall mean calendar days unless otherwise expressly specified. Attachment A 17336.02100\8534777.3 90 Design Documents shall mean all construction, installation and integration drawings (including • plans, profiles, cross-sections, notes, elevations, sections, details and diagrams), specifications, reports, studies, calculations, electronic files, records and submittals, necessary for, or related to, the design, installation, integration, testing and maintenance of the Work in accordance with the Contract Documents, the Governmental Approvals and applicable Law. Design Documents shall exclude source code, architecture, functional specifications and written documents prepared in connection therewith (other than the user, configuration and operations guides) for System Integrator's Proprietary Software or Third Party Software or Software. Design-Build Contractor Errors shall mean any portions or items of the Design-Build Contractor's ETTM Infrastructure work that fail to comply with the requirements of the Design- Build Contract. Design-Build Contract Technical Provisions shall mean the technical provisions of the Design Build Contract referenced in Exhibit 2 to this Attachment A, which provisions are incorporated herein by reference. Emergency shall be defined as any unforeseen circumstance that poses an imminent risk or danger of serious injury, damage or harm to persons or property, or a material risk to revenues generated by RCTC on its portion of the 91 Express Lanes, as determined in Systems Integrator's good faith judgment. Environmental Requirements shall mean any federal, state or local environmental, health and/or safety-related laws, regulations, standards, decisions of the courts, permits or permit conditions, currently existing or as amended or adopted in the future, which are or become • applicable to the Work, and any requirements of any environmental approvals or permits for or related the Work provided that RCTC has made copies of such environmental approvals or permits available to Systems Integrator. Error shall mean an error, omission, inconsistency, inaccuracy, deficiency or other defect. ETTM Infrastructure shall mean the improvements to be completed by Design-Builder as set forth in Section 19.3 of the Design-Build Contract, as set forth in Exhibit 1 to this Attachment A. ETTM Infrastructure Equipment shall mean the following equipment: Type 334 Cabinets; Changeable Message Signs (CMS); and NEMA 4R enclosures. ETTM Infrastructure Turnover shall mean the occurrence of all prerequisites set forth in Article 15 for Systems Integrator's issuance of the Certificate of ETTM Infrastructure Turnover. ETTM System shall mean (a) the ETTM Infrastructure and (b) the Work, which together provides a fully functional toll revenue and management system. Attachment A 17336.02100\8534777.3 91 • • • • Express Lane(s) The SR-91 Express Lanes in Riverside County . Final Acceptance shall mean the occurrence of all events and the satisfaction of all of the conditions set forth in Section 17 .5 of this Agreement, including issuance of the Certificate of Final Acceptance. Final Acceptance Date shall mean the date on which RCTC has issued a Certificate of Final Acceptance as set forth in Section 1 7 .2 of this Agreement. Final Acceptance Deadline shall mean the deadline for Final Acceptance as set forth in Section 5 .4 of this Agreement. Final Design Documents shall mean the complete final Design Documents. Float shall have the meaning set forth in Section 2.4.3 of the Scope of Work. Government Approvals shall mean any permit, license, consent, concession, grant, franchise, authorization, waiver, variance or other approval, guidance, protocol, mitigation agreement, or memoranda of agreement/understanding, and any amendment or modification of any of them by any Governmental Authority, including State, local, or federal agencies, agents, or employees, which authorize or pertain to the Work. Governmental Authority shall mean any federal, State or local government and any political subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, authority, body or entity other than RCTC. Hardware shall mean the physical, tangible and permanent components of a computer or data processing system . Insolvency of Systems Integrator shall be deemed to occur when Systems Integrator: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudged bankrupt or insolvent, or has entered against it an order of relief in any bankruptcy of insolvency proceeding; (iv) files a petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, Law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding described in the preceding clause (iv); (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of its properties and/or its assets; (vii) is the subject of any proceeding against it seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, Law or regulation, and such proceeding has not been dismissed within 30 Days after its commencement; or (viii) has, without its consent or acquiescence, suffered the appointment of a trustee, receiver or liquidator of itself or of all or any substantial Attachment A 17336.02100\8534 777.3 92 part of its properties and/or its assets, and such appointment is not vacated or stayed within 30 Days after such appointment, or if within 30 Days after the expiration of any such stay the appointment is not vacated. Intellectual Property shall mean copyrights, patents, trade secrets and other proprietary rights of any Person or party. Law or Laws shall mean any statute, law, code, regulation, ordinance, rule, common law, judgment, judicial or administrative order, decree, directive, guideline, policy requirement or other governmental restriction (including those resulting from the initiative or referendum process) or any similar form of decision of or determination by' or any interpretation or administration of any of the foregoing, by any Governmental Authority, which is applicable to or has an impact on the ETTM System or the Work, whether taking effect before or after the Effective Date. "Laws", however, excludes Governmental Approvals. Lien shall mean any pledge, lien, security interest, mortgage, deed of trust or other charge or encumbrance of any kind, or any other type of preferential arrangement (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security instrument and the filing of or agreement to file any financing statement under the Uniform Commercial Code of any jurisdiction). Losses shall mean any loss (including lost toll revenues), damage (including personal injury, property damage and natural resource damages), costs of correction, injury, liability, cost, expense (including attorneys' fees and expenses (including those incurred in connection with the • enforcement of any provision of this Agreement)), fee, charge, demand, investigation, • proceeding, action, suit, claim, judgment, penalty, fine or third party claims. 91 Express Lane Facilities shall mean the Toll Operations Center currently located at 180 N. Riverview Drive, Suite 200 and 255, Anaheim, CA, and the Customer Services Center currently located 2275 Sampson Street, Suite 100, Corona, CA. Such locations may be changed upon written notification from RCTC. 91 Express Lanes Operator shall mean the entity under contract with RCTC and OCT A dated May 24, 2013 for operation of the 91 Express Lanes. As of the date of this Agreement, Systems Integrator and 91 Express Lanes Operator are the same entity. Normal Baseline Operations shall mean operation of the Roadside Toll Subsystem in accordance with industry standards for similar systems, and with functionality in accordance with the requirements contained in the Scope of Work for the delivered system, as accepted by RCTC. Attachment A 17336.02100\8534777.3 93 • • • • NTP shall have the meaning set forth in Section 5.3 . OCTA System shall mean OCTA's existing electronic toll and traffic management system. Opening Day shall mean the first day on which the SR-91 Express Lanes in Riverside are open for traffic and revenue operation, provided, that if, due to the occurrence of any delay, other than a delay caused by the Systems Integrator, Opening Day shall not have occurred within 30 Days after the date of Substantial Completion, then Systems Integrator may submit a request for Change Order, which request shall be subject to the provisions of Article 13, for its costs associated with any resulting delay in System Acceptance and Final Acceptance and an extension of the System Acceptance and Final Acceptance Deadlines. Operator Agreement shall meant that certain three party agreement for operation of the SR-91 Express Lanes in Riverside and Orange Counties entered into amongst RCTC, Cofiroute USA, LLC and OCTA dated as of May 24, 2013 . Operator Warranty Assistance shall have the meaning set forth in Section 18.3. Performance Requirements shall mean the "Performance Requirements" contained in Section 12.4 of the Scope of Work attached to the Agreement. Persistent Breach shall mean ifthe Work fails to meet or exceed the Performance Requirements for more than 5 consecutive Days, with compliance measured on a daily basis, or each day for more than 10 (consecutive or non-consecutive) Days in any calendar quarter (3 month period), with compliance measured on a daily basis. Person shall mean any individual, corporation, joint venture, limited liability company, company, voluntary association, partnership, trust, unincorporated organization or governmental entity. Project Schedule shall mean the schedule for the Work to be developed, and updated, by Systems Integrator, which shall implement the Milestone and Submittal Schedule, and approved by RCTC, all as set forth in the Scope of Work. Punch List shall mean the list of Work which remains to be completed after Substantial Completion has been achieved and before Punch List Acceptance, and shall be limited to items of the Work that are necessary to correct minor imperfections and deviations from the requirements of the Contract Documents, Governmental Approvals, applicable Law and Final Design Documents, but which have no material or adverse effect on the use, safety or operability of the Work. Attachment A 17336.02100\8534777.3 94 Punch List Acceptance shall mean the occurrence of all events and the satisfaction of all of the • conditions set forth in Section 17 .3 of this Agreement, including issuance of the Certificate of Punch List Acceptance. Punch List Acceptance Deadline shall mean the deadline for Punch List Acceptance as set forth in Section 5 .4 of this Agreement. RCTC-Caused Delays shall mean unavoidable delays arising from the following matters and no others, but only to the extent that they (i) materially adversely affect the Critical Path, (ii) are not mitigated by or susceptible to handling by a work around or consumption of Float, and (iii) are not due to an act, omission, negligence, recklessness, willful misconduct, breach of contract or violation of Law of or by any Systems Integrator-Related Entity: (a) RCTC directed Change Orders; (b) failure or inability of RCTC to provide responses to proposed schedules, plans, Design Documents, and other submittals and matters for which response is required, within the time periods (if any) indicated in the Contract Documents, or other failure of RCTC to act within a reasonable time period with respect to actions which it is required to take under this Agreement, including failure to provide Systems Integrator with access to the Site in accordance with the approved Project Schedule, following delivery of written notice from Systems Integrator reasonably requesting such action in accordance with the terms and requirements of this Agreement; (c) uncovering, removing and restoring Work pursuant to Section 10.3 of this Agreement, if such Work exposed or examined is in conformance with the requirements of the Contract • Documents, the Governmental Approvals and applicable Law, unless such conforming Work was performed or materials used without adequate notice to and opportunity for prior inspection by RCTC, as required in Section 10.3 of this Agreement; and Any suspension of Work arising from litigation involving Systems Integrator, as a party, shall not be considered an RCTC-Caused Delay (although it may qualify as a Force Majeure Event) despite the fact that RCTC may specifically direct Systems Integrator to suspend the Work. Reference Materials shall mean the Systems Engineering Management Plan, and any other reference materials specified in the Scope of Work. Related Agreements shall mean: (1) the Operator Agreement; (2) the Software License Agreement; (3) that certain Software Maintenance Agreement dated as of June 2009, and amended July 19, 2011, by and between OCTA and Systems Integrator and pertaining to System Integrator's Proprietary Software; and ( 4) that certain Software Escrow Agreement dated as of Attachment A 17336.02100\8534777.3 95 • • • • August 24, 2011, by and between OCTA and Systems Integrator and pertaining to System Integrator's Proprietary Software (the "Software Escrow Agreement"), and any portions of the Design-Build Contract incorporated herein by reference. Scope of Work shall mean the Scope of Work attached to the Agreement as Attachment B, and sometimes referred to as technical provisions. Site shall mean those areas designated in writing by RCTC for performance of the Work, and those areas where the Work is actually being performed. Software is a general term referring to computer software consisting of the instructions or programs that are executed by a computer. The term Software shall include Third Party Software. Software License Agreement shall have the meaning set forth in Section 20.3(a) of this Agreement. Software Escrow Agreement shall have the meaning set forth in the definition of "Related Agreements." State shall mean the State of California. Subcontractor shall mean any subcontractor or subconsultant of Systems Integrator (including any suppliers) approved by RCTC to perform Work, or actually performing Work. Submittal shall mean any package, document, work product or other written or electronic end product or item required under the Contract Documents to be delivered or submitted to RCTC. Substantial Completion shall mean the completion of all Work described in the Scope of Work in accordance with Section 17.2 and Attachment C, Contract Milestone and Submittal Schedule. excluding the Work items scheduled to be completed after Opening Day, and issuance of the Certificate of Substantial Completion. Substantial Completion Deadline shall mean the deadline for Substantial Completion as set forth in Section 5 .4 of this Agreement. Surety shall mean each properly licensed surety company, insurance company or other Person approved by RCTC, which has issued any bond hereunder. System Acceptance shall mean the occurrence of all events and the satisfaction of all of the conditions set forth in Section 1 7.4 of this Agreement, including issuance of the Certificate of Systems Acceptance. Attachment A 17336.02100\8534777.3 96 System Acceptance Deadline shall mean the deadline for System Acceptance as set forth in • Section 5.4 of this Agreement. System-Wide Defect shall have the meaning set forth in Section 17.9 of this Agreement. Systems Integrator-Related Entity shall mean System Integrator, its officials, officers, directors, shareholders, employees, agents, consultants, contractors, Subcontractors, successors and assigns. Total Compensation shall have the meaning set forth in Section 7.1 of this Agreement. TUB shall mean the toll utility building to be constructed by the Design-Builder to support the Roadside Toil Subsystem. Work shall mean the work and services to be performed and the equipment, materials, Hardware, Software, systems and deliverables to be provided by, or on behalf of, Systems Integrator under this Agreement as set forth in the Scope of Work attached as Attachment B to the Agreement. Attachment A 17336.02100\8534777.3 97 • • • • • EXHIBIT 1 TO ATTACHMENT A Definition of ETTM Infrastructure Once completed by the Design-Builder (other than the elements specified below as to be completed by the Systems Integrator) the ETTM Infrastructure shall include the elements described below. As used below, the term "Project" shall refer to the 91 CIP. 19.3 DESIGN REQUIREMENTS 19 .3 .1 ETTM Infrastructure Requirements Design, furnish, and install the ETTM Infrastructure to support the ETTM System. The ETTM Infrastructure includes the following elements: • • • • • ETTM Changeable Message Sign (CMS) Cameras ETTM Communications Conduit Network Tolling Zone Toll Utility Building (TUB) All ETTM Infrastructure components must be installed within the Project ROW unless otherwise approved by RCTC and Caltrans. To the maximum extent possible, ETTM Infrastructure components must be located outside of the "clear recovery area," as defmed in the Project Standards. Cabinets (e.g., video, data, cable), and other components that are mounted above grade must be located outside the clear recovery area or protected by additional barrier walls, guardrail, or crash protection equipment that conform to Caltrans' standards and requirements and must not require maintenance of traffic. Pull boxes, handholes, vaults, manholes, and other access points that are flush with the grade must be located as far away as possible from the traveled way, and to the extent possible, in areas where access does not require maintenance of traffic. 19.3.2 ETTM Changeable Message Sign (CMS) 17336.02100\8534777.3 Exhibit 1 to Attachment A 98 Seven ETTM CMSs must be installed for the Project, including two in advance of each entry • point to the Toll Facilities. Install ETTM CMSs at the preliminary locations identified in the Project Schematics, Toll Operations Concept Plans. Design, furnish and install foundations and sign structures to support each ETTM CMS. The Systems Integrator will provide the ETTM CMS mounting and installation requirements for the design and construction of the ETTM CMS foundation and sign structure. Foundations and sign structures must support a 3,000 lb, 24-foot wide by IO-foot high by 4-foot deep ETTM CMS. Coordinate, identify, and provide service point from the serving Utility Owner. Design, furnish, and install conduit, service cabinets, pull boxes, to provide for 120/240 VAC electrical service for each ETTM CMS. Design, furnish, and install a 334 cabinet foundation to control CMS. Connect to service point and terminate service in the adjacent service cabinet. Install type 334 cabinets. 19 .3 .3 Cameras 19 .3 .3 .1 ETTM CMS Message Verification Cameras. Design, furnish, and install foundations, poles, and camera mounting platforms for all ETTM CMS message verification cameras at each ETTM CMS locations. ETTM CMS verification cameras must be located approximately 100-feet up station of the ETTM CMS for clear unobstructed visual verification of the sign message. The Systems Integrator will provide mounting requirements for the ETTM CMS message verification cameras. The Systems Integrator will furnish and install the ETTM CMS message verification cameras. Coordinate, identify, and provide service point from the serving Utility Owner. Design, furnish, and install conduit, service cabinets, and pull boxes to provide for 120/240 VAC electrical service for each ETTM CMS message verification camera. Connect to service point and terminate service in the adjacent service cabinet. Install the Systems Integrator furnished pole mounted NEMA 4R enclosures. 19.3.3.2 ETTM CCTV Cameras. The ETTM Infrastructure must incorporate a series ofETTM CCTV cameras to monitor the movement of traffic within the Toll Facilities and allow the traffic operation center (TOC) to respond as appropriate to incidents within the Toll Facilities. Design, furnish, and install foundations, poles, and camera mounting platforms for all ETTM CCTV 17336.02100\8534777.3 Exhibit 1 to Attachment A 99 • • • • • cameras. The Systems Integrator will provide mounting requirements for the ETTM CCTV cameras. The Systems Integrator will furnish and install the ETTM CCTV cameras . ETTM CCTV camera location and spacing criteria must comply with the following: 1. Provide full coverage of the Toll Facilities within the Planned ROW Limits 2. ETTM CCTV cameras must be spaced at approximately 0.5 mile intervals 3. ETTM CCTV cameras must not be located within the median of the roadway 4. Locate cameras between interchanges with other overcrossing roadways, to allow monitoring under structures 5. Must be placed in a location that doesn't require a lane closure to safely maintain the camera 6. The camera platform must be accessible from a 30-foot boom truck Coordinate, identify, and provide service point from the serving Utility Owner. Design, furnish, and install conduit, service cabinets, and pull boxes, to provide for 120/240 VAC electrical service for each ETTM CCTV camera. Connect to service point and terminate service in the adjacent service cabinet. Install the Systems Integrator furnished pole mounted NEMA 4R enclosures. 19.3.3.3 Security Cameras. Design, furnish, and install foundations, poles, and camera mounting platforms for security cameras at each TUB. Security cameras must provide for a 360 degree, unobstructed view of all sides of the TUB, including one displaying the TUB entrance door and surrounding maintenance parking area. The Systems Integrator will provide mounting requirements for the security cameras. The Systems Integrator will furnish and install the security cameras. Design, furnish, and install conduit, service cabinets, and pull boxes to provide electrical service for each security camera. 19.3.3.4 Tolling Zone Cameras. Design, furnish, and install foundations, poles, and camera mounting platforms for all Tolling Zone cameras. The Systems Integrator will provide mounting requirements for the Tolling Zone cameras. The Systems Integrator will furnish and install the Tolling Zone cameras. Tolling Zone camera foundations and poles must be installed in the median of the roadway, 120 17336.02100\8534777.3 Exhibit 1 to Attachment A 100 feet from the last gantry, according to the direction of travel. The Tolling Zone cameras must be positioned such as to provide clear unobstructed view of all vehicles entering and exiting the Tolling Zone. Coordinate, identify, and provide service point from the serving Utility Owner. Design, furnish, and install conduit, service cabinets, pull boxes, and type 334 cabinet foundations to provide for 120/240 VAC electrical service for each Tolling Zone camera. Connect to service point and terminate service in the adjacent service cabinet. Install the Systems Integrator furnished type 334 cabinets. 19.3.4 ETTM Communications Conduit Network Design, furnish, and install the ETTM System fiber optic communications network cable plant infrastructure including conduits, splice vaults, pull boxes, vaults, foundations, service cabinets, electrical service, and appurtenances required to provide connectively to all the ETTM System components. The ETTM System fiber optic communications network cable plan infrastructure must include one 4-inch conduit with four I-inch innerducts installed. Innerduct must be extruded flexible annealed polyethylene tubing. Design, furnish, and install splice vaults adjacent to all of the ETTM System field components sites (CMS, CCTV, Tolling Zone gantry, etc.) to facilitate fiber strand breakout and splicing. Splice vaults must be 60-inch (L) by 30-inch (W) by 30-inch (D) nominal inside dimensions and must conform to the provisions in Section 86-2.06, Pull Boxes, of the Caltrans Standard Specifications. Design, furnish, and install pull boxes for all longitudinal and lateral conduit facilities. Pull boxes must be installed every 750 to 1,000 feet along the length of the ETTM System fiber optic communications network. Pull boxes must conform to the provisions in Section 86-2.07, Traffic Pull Boxes, of the Caltrans Standard Specifications. The ETTM System fiber optic communications network is a separate and independent system from the Caltrans TMS communication system. The ETTM System fiber optic communications network must not be linked and must be in a separate trench from the Caltrans TMS communication system (unless otherwise directed by RCTC pursuant to change order to the Design-Build Contract, a copy of which, if executed, shall be provided to Systems Integrator and incorporated herein by reference). The ETTM System fiber optic communications network 17336.02100\8534777.3 Exhibit 1 to Attachment A 101 • • • • • • conduits must be placed along the south side of the eastbound lanes of SR-91 and the west side of the southbound lanes of I-15 and run continuously from the existing OCTA toll fiber optic communication network at the west end of the Project to Ontario Avenue along I-15. ETTM System fiber optic communication network connectivity must be provided from the easternmost CMS sign located near the westbound McKinley Avenue entrance to SR-91 up to the I-15 underpass ROW and connect into the aforementioned ETTM System fiber optic communication network. Uniquely mark the conduits, inner duct, splice vaults, pull boxes, and communication hubs separate from the Caltrans TMS facilities. Coordinate, identify, and provide service point from the serving Utility Owner. Connect to service point and terminate service in the adjacent service cabinet. 19.3.4.1 Cable and Wiring Installation Provisions. 1. Power cables and wire and location-specific cable wiring must be installed in dedicated conduit systems. Power and data cabling must be located in separate conduits. 2. Direct burial of wiring or cable is not permitted. 3. The conduit systems, power, and communications must have installed bonding and grounding systems that comply with the National Electrical Code (NEC), Caltrans' standards, and the manufacturer's requirements. 19.3.5 Tolling Zone Design, furnish, and install conduits, splice vaults, pull boxes, service cabinets, foundations, and toll gantries in the Tolling Zone . Each Tolling Zone must include a type 334 cabinet to contain the equipment installed by Systems Integrator. Design, furnish, and install type 334 cabinet foundations. Install the Systems Integrator furnished type 334 cabinet. Design, furnish, and install pull boxes at the type 334 cabinet and at the gantry locations. Pull boxes must conform to the provisions in Section 86-2.07, Traffic Pull Boxes, of the Caltrans Standard Specifications. Design, furnish, and install conduits connecting the pull boxes to the cabinet, the gantries, and to the TUB. A sample Tolling Zone conduit configuration is contained in the Project Schematics. The preliminary locations for the Tolling Zone gantries and their configuration are identified in the Project Schematics. Determine the final location of the Tolling Zone gantries. The Systems 17336.02100\8534777.3 Exhibit 1 to Attachment A 102 Integrator will review designs of ETTM Infrastructure, and confirm the locations for each Tolling Zone gantry and its supporting components as part of the design review process. Design, furnish, and install the Tolling Zone gantries. Two gantries must be placed in each direction. Gantries must be spaced 45 feet on center and span the full width of the express lanes. The gantries must be designed to limit the movement of toll system violation cameras mounted on the structure to a maximum of 1/8 inch, as a result of highway traffic and wind loads. The design of the gantry must ensure that there will be no reduction in performance of the automatic license plate recognition system as a result of the final design and implementation of the gantries. Design, furnish, and install three 2-inch galvanized steel conduits, three NEMA 3R enclosures, and associated appurtenances to support the gantry mounted ETTM equipment. The three NEMA 3R enclosures must be installed at locations identified by the Systems Integrator during the design review process. Coordinate, identify, and provide service point from the serving Utility Owner. Connect to service point and terminate service in the adjacent service cabinet. 19.3.6 Toll Utility Building (TUB) 19.3.6.1 General. The ETTM System includes Toll Utility Buildings (TUBs) that provides space to accommodate the ETTM System components required for toll transactions and enforcement in each Tolling Zone for each travel direction. A total of three TUBs, two manned and one unmanned, must be included in the Project. The manned TUB must be designed for a maximum occupancy of three people. The preliminary locations for the TUBs are identified in the Project Schematics. TUBs must be located no greater than 300-feet from the gantries within the Tolling Zone. The TUBs, TUB site, and associated details must be included in all aesthetic concept plans and must conform to the requirements as set forth in TP Section 20 (Aesthetics and Landscaping). Design, furnish, and install the TUBs including its concrete slab foundation. The TUBs must be designed for a 50 year life, a minimum of 150 mph wind loads, a live roof load of not less than 60 PSF, a minimum of 250 PSF floor loading, and a space for a floor mounted fire suppression cylinder that has a minimum total loaded weight of 900 pounds. The manned TUBs must include a UL 752 Level 4 bullet resistant observation window intended to support third-lane HOV observation. The TUB construction must have the structural strength and integrity to contain the fire suppression system's agent discharge and to minimize leakage. Construction materials, methods 17336.02100\8534777.3 Exhibit 1 to Attachment A 103 • • • • • • and techniques described in Appendix C of NFP A 2001 must be used to control the fire suppression system agent leakage . The TUB must provide power and telephone services to support the Systems Integrator Work. Coordinate with the Systems Integrator to determine the final size of each TUB and the ETTM System equipment space requirements. The TUB must contain sufficient space to accommodate the following: ETTM System equipment racks -Three (3-feet wide by 4-feet deep) ETTM System equipment racks per three lanes of toll roadway with a minimum servicing space of 6-feet in front and 8-feet in back of the rack installation • Fire protection fluid cylinders and valve assembly -One 24-inch diameter cylinder, with a 3-foot clearance in the front of the cylinder and a wall mounted control panel • Work area (manned TUBs only) -84-square foot workstation area to support individual license plate review verification and Toll Facility incident response. • Lavatory (manned TUBs only) -An ADA accessible unisex lavatory per applicable building codes. Design, furnish and install an ADA accessible umsex lavatory including toilet, sink, and associated fixtures. Design, furnish, and install overhead lighting meeting OSHA, building, and electrical and energy code requirements for office spaces with a nominal 30 foot candles of light at 30 inches above finish floor for all interior spaces of the TUB . Design, furnish, and install a single door for entry to the TUB with entry controlled by a secure access system. The system must utilize an electronic key to authorize access and provide remote monitoring of all alarms for unauthorized entries into the TUB. Doors and frames for the TUB must comply with Steel Door Institute Recommended Specifications for Standard Steel Doors and Frames (SDI-100). Handles, locks, and hinges must be vandal-proof, and be constructed of stainless steel or chrome plated to resist corrosion. 19.3.6.2 TUB Utilities. Coordinate with all Utility Owners to identify, and provide service point for the establishment of utility services at the TUB. Design, furnish, and install conduits, pull boxes, vaults, foundations, valves, cleanouts, and appurtenances for electrical, telephone, sewer, and water service to support the infrastructure at the TUB sites. 17336.02100\8534777.3 Exhibit 1 to Attachment A 104 Design, furnish, and install a structure power distribution system that provides individual circuit protection for ETTM equipment and TUB systems. The power distribution system must contain an automatic transfer switch connected to an emergency generator located outside the building. Design, furnish, and install lightning protection and grounding systems in the TUB. Lightning systems must be constructed in accordance with NFP A 780 Standard for the Installation of Lightning Protection Systems. The grounding system must provide a resistance-to-ground measurement not-to-exceed five ohms and shall include a single-point grounding system for the connection of all ETTM equipment grounds. Design, furnish, and install telephone service for a single line voice grade analog telephone at the TUB. Telephone instruments will be installed by the Systems Integrator. Coordinate with the servicing Utility Owner the installation of Tl capable telecommunications service at the east most CMS site. The service demarcation point must be inside the control cabinet located at this site. Design, furnish, and install a self-contained sewage holding tank for each manned TUB to collect and temporarily store sewage from the facility. Location of the sewage holding tank must provide for ease of servicing and must not allow for the interference of normal traffic flow around the TUB area during servicing. The holding tank portion of the system must be located in such a way as to facilitate pumping while limiting exposure to, or nuisance caused by, accidental sewage spillage during pumping. The holding tank must be in accordance with the local health department permit requirements. • The sewage holding tank must be designed with an estimated daily sewage flow of 500 gallons • which will be serviced once every two weeks. The holding tank must be sized to store the normal operating liquid volume (estimated daily flow multiplied by the days between pumping), plus a reserve storage volume. The holding tank system must be designed and installed such that no overflow is allowed, other than within the structure at the elevation of the lowest fixture served. An audio-visual alarm must be provided to signal that the time-to-pump and exceeding reserve storage levels. 19.3.6.3 TUB Equipment. The TUB must be environmentally conditioned with a wall mounted duct-less Heating, Ventilation, and Air Conditioning (HV AC) system. Design, furnish, and install a HV AC system that is sized to maintain a temperature differential of 25 degrees C ( 45 degrees F). Design, furnish, and install air filtration with the HV AC system that will remove particles ranging in size down to 0.3 micron. The HV AC systems must have the capability for 17336.02100\8534777.3 Exhibit 1 to Attachment A 105 • • • • automatic shutdown upon activation of fire suppression system relays. Manual restart of the HV AC system must be required after activation of shutdown . Design, furnish, and install an emergency diesel powered generator that will provide power for all of the systems inside the TUB building, including exterior lighting and security camera systems. The emergency generator must have an integrated fuel tank, which will provide power continuously for up to 8 hours of normal tolling operation. 19.3.6.4 TUB Site Work. Design, furnish, and install a security fence around the unmanned TUB site to prevent unauthorized intrusion to the TUB or surrounding area that includes equipment, access panels, meters, control boxes, conduits, vaults, etc. The security fence must include a drive-in lockable gate. Design, furnish, and install a 56-inch high concrete safety barrier for the manned TUBs conforming to Caltrans 2010 Standard Plan A76D, type 60G for protection of gantries and TUBs. Design, furnish, and install high mast lighting at median turn around areas in accordance with Caltrans standards. High mast lighting is required in the Tolling Zone area, which includes the TUB and the gantry. The illumination requirements for the Tolling Zone area must be double the Caltrans requirements. Design, furnish, and construct the paved TUB site with a minimum traffic index of 5.0. The preliminary limits of the paved area are shown on the Project Schematics. Design, furnish, and install a drivable access roadway and turnaround area from the arterial roadway to the unmanned TUB. 19.3.7 ETTM System Electrical Service Requirements The following electrical service requirements must be included in the design and construction of the ETTM Infrastructure. The electrical design must meet the requirements of the Caltrans Transportation Electrical Equipment Specification (TEES). 1. Coordinate with the electrical utility service provider for the establishment of electrical service for supporting the operation of all ETTM Infrastructure equipment locations. The provisions for electrical service coordination contained in TP Section 16 (Transportation Management Systems) must apply. 2. Design, furnish, and install a mainline power and distribution network providing 2401120 V, single phase drop for roadside ETTM equipment locations. 3. Design, furnish, and install step-down transformer foundations and cabinets, providing 120 V AC at each CMS, camera and loop detection sites on the roadside. The transformer cabinet must contain the transformer, main disconnect switch, and load circuit breakers and fuses for circuit protection. 17336.02100\8534777.3 Exhibit 1 to Attachment A 106 4. Design-Builder is responsible for all utility service-provider construction costs, connection • fees, any additional equipment, and service cost (power usage) from NTP2 through ETTM Infrastructure Turnover acceptance. 19.3.8 ETTM Infrastructure Equipment The requirements specified in TP Section 16.3.2 (TMS Electrical Requirements) regarding equipment procurement, warranty and spare parts also apply to the ETTM Infrastructure equipment. Warranty certification and ownership of ETTM Infrastructure equipment shall be assigned to RCTC in accordance with the requirements of the Contract Documents. Provide operation and maintenance documentation for all the ETTM Infrastructure equipment furnished and installed. The documentation must consist of the original equipment manufacturer's operation and maintenance manuals, and other information necessary to maintain and operate the installed equipment. 17336.02100\8534777.3 Exhibit 1 to Attachment A 107 • • • • • 17336.02100\8534777.3 EXHIBIT2 TO ATTACHMENT A Exhibit 2 to Attachment A 108 ATTACHMENT B SCOPE OF WORK As used in the Scope of Work, the term ETTM System shall mean the Work only. Attached behind this page Attachment B 17336.02100\8534 777 .3 109 • • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION ********************************* TECHNICAL PROVISIONS ********************************* FOR TOLL SYSTEMS INTEGRATION AND IMPLEMENTATION ON STATE ROUTE 91 (SR-91) CORRIDOR IMPROVEMENT PROJECT BETWEEN THE RIVERSIDE/ORANGE COUNTY LINE AND THE INTERSTATE 15 INTERCHANGE IN RIVERSIDE COUNTY RCTC Agreement No. xx-xx-xxx-xx Draft-v4.5 January 20, 2014 110 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Table of Contents 1 General Requirements ................................................................................................... -1 - 1.1 Project Description .................................................................................................... - 1 - 1.2 Scope of Work ........................................................................................................... - 4 - 1.3 Roles And Responsibilities ........................................................................................ -5 - 1.4 Coordination with Design-Build Contractor ................................................................ -5 - 1.5 ETTM Infrastructure Turnover ................................................................................... - 5 - 1.6 Project Standards................................................................ . ............................... - 5 - 1. 7 Media Relations............................................................... . ................................. - 6 - 2 Project Management and Administration ................... . .................................. -7 - 2.1 Project Management ............................................ . . ............................... - 7 - 2.2 Contract Start-Up Meeting................................ . ... . ........... . . ......................... -10 - 2.3 Quality Control program .............................. . . ..................... -10 - 2.4 Project Schedule .................................... .. . ................. -10 - 2.5 Health and Safety Plan ........................ . . ............. -13 - 2.6 Configuration Management of Hardwa ·········· -18 - 2. 7 Coordination of the Work .......................... . ......................................... -19 - 2.8 Submittals ..................................................... . . ............................................ -22 - 3 General Materials and Workma 3.1 3.2 3.3 3.4 3.5 • ........................................... -25 - ......................................... -25- ..................................... -25- .................................... -25 - ........................................ -26 - ............................................................... -27 - ............................................................. -30- ............................................................ -30 - ··························································· -31 - ............................................................... -33 - 5 ET ........................................................................................ -36 - 5.1 .................................................................................... -36 - 5.2 ················································································ -36 - 5.3 n sys .............................................................................. -36 - 5.4 ........................................................................................... -39 - 5.5 Installation ......................................................................... -41 - 5.6 ter ........................................................................................ -41- 6 Traffic Manag ystem ........................................................................................ -42 - 6.1 Changeable sage Signs .................................................................................... -42 - 6.2 CCTV Camera Subsystem ...................................................................................... -43 - 6.3 Traffic Operations Center, CCTV Subsystem ......................................................... -45 - 7 ETTM Communications Network ................................................................................. -47 - 7.1 Network Connection to Caltrans District-8 Inland Empire TMC ............................... -47 - 7.2 Backup Data Connectivity ....................................................................................... -47 - 7.3 Communications System Infrastructure ................................................................... -47 - • • 7.4 Fiber Optic Cable ..................................................................................................... -48-• 7.5 Fiber Optic Connection Components ...................................................................... -49 - 7.6 Fiber-Optic Cable Installation .................................................................................. -51 - 7. 7 Outdoor Fiber Splice Closure installation ................................................................ -52 - 1/20/2014 v4.5 111 Pagei • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 7.8 coordinate wireless communications with caltRans ................................................. -53 - 8 Toll Facility Upgrades .................................................................................................. -54 - 8.1 Toll operations and customer service centers ......................................................... -54 - 9 Design Review Process ............................................................................................... -55 - 9.1 Design Review requirements ................................................................................... -55 - 9.2 Conceptual Design Review ..................................................................................... -55 - 9.3 Preliminary Design Review ...................................................................................... -56 - 9.4 Final Design Review ................................................................................................ -57 - 10 System Testing .......................................................................................................... -58 - 10.1 Test Plan ............................................................................................................... -58 - 10.2 Test reports ....................................................................... . ............................. -58 - 10.3 Test Waiver Requests................................................... . ................................. -59 - 10.4 Factory Testing......................................................... . ................................. -59 - 10.5 On-Site Integration and Commissioning Test....... . ............................. -60 - 10.6 Final Acceptance Test...................................... . ......................... -61 - 11 System Implementation .............................. . 11.1 System deployment Plan ....................... . 11.2 Installation Requirements ................... . 11.3 Systems Integrator Subcontractors ........ . 11.4 Maintenance Requirements ........................ . 11.5 Quality Assurance ................ . 11.6 Quality Control Plan ............. . 11. 7 Quality Control Procedures .... . 11.8 System Performance and Avail 11.9 Interoperability Requirements ..... . 12 System Support. 12.1 General Req 12.2 Operation 12.3 Training ...... . 12.4 Training Pia .. 12.5 Sp ep 12.6 1/20/2014 v4.5 112 . ................... -64- ............... -64- . .......... -65- .................................... -67 - ············································ -67 - ················································ -68 - ············································· -68 - ········································· -69- ..................................... -69 - ····································· -70 - Page ii SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 1 GENERAL REQUIREMENTS Notwithstanding the use of the term "including'', requirements specified or listed herein shall not be considered exhaustive if additional requirements are necessary to provide for a fully functional and operational electronic toll and traffic management system, or component thereof, or to complete the Work as required under the Contract Documents. This Section 1 includes general requirements and information regarding Project scope, including project description, design and construction components, and the roles and responsibilities of organizations participating in the Project. Technical Provisions (TP) provides certain information relatin applicable to the design, supply, installation, integration and with RCTC's operation of the RCTC Corridor lmprovem consist of the design, development, integration, installa · Toll and Traffic Management (ETTM) System. The Systems Integration and Installation Agreement defined in the body of this Technical Provisio Attachment A. This introduction is intended to provi e relationship between TPs and the Co contract Documents set forth in Agre TPs and the Contract, the Contract will provisions in this document and the Atta will prevail. The SI shall d" y discr to gain clarification preliminary requirements ce services in connection IP). These services will tion of the Electronic is provided in the s not otherwise e Agreement Systems Integrator (SI) on the the order of precedence for the re any conflicts between these ancies between the technical revisions, the Attachments etween documents with RCTC All product requir Technical Provisions. Systems Integrators Attachments to the 1.1 tegend; e · State Highways • • Interstate lllgllways 1/20/2014 Draft v4.5 connecting Orange and Riverside Counties and is the the counties (see Figure 1-1). FIGURE 1-1 VICINITY MAP 113 Page - 1 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The State Route (SR) 91 Corridor Improvement Project (Project) will increase the capacity of the severely congested SR-91 corridor by extending the existing Orange County Transportation Authority (OCTA) SR-91 Express Lanes to the east by eight (8) miles to Interstate 15 (1-15) in Riverside County. The Project also includes improvements to 1-15 in Riverside County between the Ontario Avenue interchange and SR-91, and the addition of and modification to direct connectors at the 1-15/ SR-91 system interchange. The Project is sponsored by the Riverside County Transportation Commission (RCTC), in cooperation with and approved by the California Department of Transportation (Caltrans), and is in conformity with the charter of Measure A (Riverside County). RCTC has developed the initial concept and preliminary planning work concerning the Project deve ent. SR-91 currently has four General Purpose (GP) lanes in each in width from 11 to 12 feet from the SR-241/SR-91 interc 91/1-15 interchange in Riverside County. Currently, there direction on the SR-91 in Orange County that are commercial businesses, and others traveling to an , with those lanes varying range County to the SR- Express Lanes in each mmuters, residents, ge counties. The · terchange and existing Express Lanes, operated by OCTA, be terminate at the Riverside/Orange County line. SR-91 is the only major surface transportation facili g Orange and Riverside counties . The rapidly growing population, Riverside County, coupled with and is the primary daily commuting ro between the driven in part by the relatively affor increasing employment opportunities Riverside County residents commuting t population and employment ·ections, t into the future. In addition route i Los Angeles and Lon destinations across 1.1.1 esulted in a large number of ased on long-term regional ected to continue and grow ds movement from the Ports of nland Sou hem California as well as other construction steps or phases starting with before 2035. See Figure 1 - 2 for a map of Project and future Ultimate Project. rridor tween SR-71 and 1-15, the Project will result in a total of seven lane five GP lanes and two tolled Express Lanes. This compares to the existing fr a total of five lanes in each direction --four GP lanes and one HOV lane. This lished by modifying one HOV lane to an Express Lane and by widening the SR-9 by the equivalent of approximately three lanes in each direction. One of the lanes is a GP lane, one is an additional GP lane to replace an existing inside GP lane that is modified to an Express Lane (so that there are two Express Lanes in each direction), and the third is to add the pavement necessary to widen all of the existing lanes from eleven feet to twelve feet and to provide standard inside shoulders. This segment of the freeway will then have five GP lanes and two tolled Express Lanes in each direction with one ingress point and one egress point. In addition, the improvements at the 1-15/SR-91 interchange will provide direct Express Lanes connections for the 1-15. This construction will provide direct tolled connections from the SR-91 Express Lanes to express lanes in the median of 1-15 south of the SR-91 . 1/20/2014 Draft v4.5 114 Page-2 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 1.1.2 Tolling Systems a .. ... ~ FIGURE 1-2 PROJECT MAP LEGEND fil!._-Ql -Project -Ultimate Project .. Westbound...,,.. + Ea•tbound Lanes ill -Project -Ultimate Project t NotthboundLanes ~ Southbound l.anu the Project will include an all-electronic toll I not accept cash on the road. All users will which will issue a California standard (Title customer. FasTrak transponders are fully expre California. The Project will allow discounted + occupants and tolled access by single-occupant vehicles and nts. n of ehicle's license plate each time a vehicle is detected in for enforcement purposes based on California statutes and a notification I ehicle's registered owner. As presently envisioned, the toll rate will be set by t ging on an hourly basis on the hour, based on traffic demand observed over th ree month period, similar to the pricing on the existing OCTA SR- 91 Express Lanes. ethod involves comparing actual traffic demand against a preset maximum threshold c city for tolled express lanes performance, usually 1, 700 passenger vehicles per lane, and adjusting the pricing accordingly to discourage an increase in demand above this capacity, thereby maintaining a reasonable travel time throughout the day. A goal of the Project is to make the transition from the OCTA SR-91 Express Lanes to the extension of the Express Lanes in Riverside County as seamless as possible. As envisioned and as employed in the OCTA Express Lanes, the Project will be a toll facility employing open road tolling (ORT) technology to collect tolls and to screen carpool vehicles for compliance with occupancy rules. ORT allows for fully electronic collection of tolls at freeway speeds. The Project includes paved areas near each tolling point where both maintenance vehicles can be parked and the California Highway Patrol can stage/park to monitor carpool occupancy 1/20/2014 Draft v4.S 115 Page-3 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions and/or for enforcement. Signage for the Project will advise motorists of the location of the upcoming Express Lane entry, that it is a toll facility, and that a FasTrak tag is required. Supplemental signing will be deployed to address the business rules established for vehicle occupancy. Two (2) variable message signs shall be installed at each entry point for the Express Lanes advising motorists of the current price and relevant information. The Project tolling computers will be connected by a fiber backbone communications network to the existing SR-91 Toll Operations Center (TOG) and also to the existing customer service center (CSC) currently operated by OCTA. The existing OCTA SR-91 TOG and CSC will be used for this Project pursuant to an agreement between OCTA and RCTC, under which the two agencies shall collaborate, share costs, and cooperate in making the entire SR-91 Express Lanes a seamless facility to the user. The TOG will serve he 24/7 operating and maintenance information hub for the Project, while the CSC rovide account services directly related to the facility's toll customers and violations tion and processing. The CSC is the central facility where customer accounts for et up and managed. Toll transponders are also issued and tested at this location. sing takes place in the Anaheim location. 1.2 SCOPE OF WORK An additional two y maintenance for an cons· pro vi 91 Expr implementa meet the requirements for the t (ETTM) System. The scope of n, modifying, systems integration, al systems acceptance of the ough final acceptance. Any ptance will be assigned to and an option to extend such warranty and e provided under a separate contract. , functional electronic toll collection system stems, the tronic toll collection; traffic management; and Work performed for the implementation of these subsystems office system components. The work will also include uir for the design of needed upgrades to the existing SR- ations Center and Customer Service Center facilities for the ts to support the new ETTM system. The Systems In rovide a project management team to manage, plan, execute, and control all asp e Work, coordinate its activities with Governmental Entities and other Persons that ar ectly or indirectly impacted by the Work, and document and report all Work in accordance with the Contract Documents. Specific components of Project Management Scope of Work include: • Project Management; • Quality Assurance/Quality Control; • Scheduling and Progress Measurement Project Health and Safety • Configuration Management • Coordination of System's Integrator Work • Project Submittals 1/20/2014 Draft v4.5 116 Page -4 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 1.3 ROLES AND RESPONSIBILITIES RCTC has retained a Project and Construction Manager (PCM) to examine the Systems • Integrator's activities, including engineering design, installation, testing and Quality Assurance (QA)/Quality Control (QC). The PCM will also provide general support to RCTC for administration of the Project. Systems Integrator's point of contact with the PCM is the PCM's project manager. The PCM is not authorized to: 1. Direct or suspend the performance of Systems Integrator's Work, unless continued performance of Work will endanger the health, welfare, or safety of the public or any Project worker, or will damage or endanger Environmentally Sensitive Areas (ESAs) 2. Approve Deviations from any Contract requirements 3. Approve changes in or Deviations from the approved de by Systems Integrator' of extra Work or changed War 4. Waive any Contract requirements or provisions 5. Approve Change Orders (COs), Value Engi Contract amendments cuments, or performance 1.4 COORDINATION WITH DESIGN-BUil 1.5 ("DB") Contractor for the design t (ETTM) Infrastructure to support traffic management in the Toil Integrator ("SI") will provide TTM infrastructure before it • ign throughout the process design approval of all ETTM ure Work responsibilities between Design- TP Attachment 1-1 (ETTM Infrastructure sibility Matrix, the Systems Integrator will led by the ign-Build Contractor. The Systems Integrator ble for Design-Build Contractor's pick-up 42 days after the r equipment and no earlier than March 14, 2015. The will be available for pick-up at the Systems Integrator's the Project. E TURNOVER participate in the Design-Build Contractor's ETTM Infrastructure Turnover milestone ection to confirm that all physical, functional, construction and installation requirements have been completed and to coordinate with RCTC and the Design- Build Contractor to identify and develop the Punch List related to the completion of any work for the ETTM infrastructure. The Systems Integrator will accept the ETTM Infrastructure Work including Punch List items as a condition to the ETTM Infrastructure Turnover if the infrastructure meets the minimum requirements needed to begin installation. Minimum Requirements will be provided by the System Integrator as part of the design under Section 9 in accordance with the SI approved schedule. . Upon acceptance, the ETTM facilities will be released to the Systems Integrator for its installation and integration work. • 1.6 PROJECT STANDARDS 1/20/2014 Draft v4.5 Page-5 -117 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Design and construct of the ETTM Work in accordance with the relevant requirements of the Project standards and the Contract Documents. • The following distinction between "standards" and "references" applies: • • • A standard constitutes mandatory requirements that set forth binding obligations on the Systems Integrator in the performance of the Work. • A reference constitutes advisory or informational material that is not mandatory, but rather set forth guidelines, information, and criteria that are available to the Systems Integrator and may be used by the Systems Integrator, at its sole discretion and responsibility, in its performance of the Work. Some specifi parts of some references are cited in this Technical Provision as a Project rd as defined above. References, guidelines, information, and other pertine rials are identified in the Reference Materials. If there is a conflict in standards, adhere to the standar unresolved ambiguity in standards, it is the Sys clarification from RCTC before proceeding with current version of each listed standard as of t priority; If there is any onsibility to obtain Use the most other than reflected herein or in Reference M use in the Work. Obtain advance written appro Standards and/or the Referenced Standards. 1.7 MEDIA RELATIONS inqui The Syst profession a presentation, o 1/20/2014 Draft v4.5 ternet media) relating to the rwise agreed to in writing by ake ublic statements regarding the ion, radio, newspaper, magazine, or internet CTC. The Systems Integrator will refer any ntatives are not allowed on the Project site he PCM. the Systems Integrator is strictly prohibited from giving any uch event, spokespersons for RCTC will manage all media authorities may be given. not use RCTC's name or photographs of the Project in any ine, trade paper, newspaper, internet site, seminar, community ithout first receiving RCTC's written consent. 118 Page -6 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2 PROJECT MANAGEMENT AND ADMINISTRATION The Systems Integrator shall establish and maintain an organization that effectively manages all • elements of the Work. This project management and administration tasks required as a part of the Work are included in this section. 2.1 PROJECT MANAGEMENT The Project Management effort shall be organized to effectively manage all elements of the Work. This Project Management effort is defined by and follows the Project Management Plan (PMP), which is a collection of several management plan elements d scribing discrete elements of the Work. The following tasks shall be provided for at a minimu the Systems Integrator's management activities: • Project Management Plan • Staffing and Organization • Monitoring and Reporting Project Status/Sc • Progress Reporting 2.1.1 Project Management Plan A detailed Project Management Pia detailed description of the managem Specific areas to be addressed shall in • • • ntrol Management • Design Development and Reviews • On Site Installation • Record Keeping 2.1.2 Staffing and Organization RCTC. The plan shall include a during all phases of the project. , the following: The Systems Integrator shall maintain staffing and organization throughout the entire contract to perform the required Work. Project management and technical staff should be available to respond to all requirements of the Work, including coordination with the Design-Build Contractor. 1/20/2014 Draft v4.5 119 Page -7 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2.1.3 Key Personnel Key Personnel shall be assigned to manage all aspects of the work in a quality, timely, and effective manner and will work with RCTC in a cohesive seamless manner. Key personnel positions are the: • Project Director • Project Manager • Quality Assurance Manager • Health and Safety Manager • Project Engineers • Integration Manager • Construction Manager • Design Manager 2.1.3.1 Project Manager The Project Manager is the individual responsible quality, and contract administration for the Proj the Project and will be required to be available 2.1.3.2 Quality Assurance Manager The Quality Assurance Manager mu Assurance Manager will implement the assurance and quality and perform Assurance Manager will h authori standards, specification stablis will ensure that Syst plan throughout the 2.1.3.3 any Management. The Quality the requirements for quality compliance. The Quality ork that does not meet the e ProJ he Quality Assurance Manager all subcontractors adhere to the approved s Integrators Quality Program. e a qualified Project Engineer is assigned by each of the subc shall b project to Integrators d(s) for each ETTM element. The assigned individuals esig evelopment, integration and installation phases of the for information and project updates as defined in the Systems Plan. The Construction Ma ger is responsible for overseeing all on-site installation work by the Systems Integrator to ensure work is completed per the installation schedule. The Construction Manager's primary duties during the installation phase will involve regular inspections of the work, preparation of field reports, execution of Change Orders, administration of site security and daily coordination with subcontractors, Design- Builder, Health and Safety Manager and other site personnel. The Construction Manager will develop the Health and Safety Plan. The Health and Safety manager will then develop and implement any training programs required by the Health and Safety Plan and perform periodic audits to ensure compliance. The Safety Manager's primary duties during the installation phase shall, at a minimum, include performing monthly audits of the construction and installation staff, and contractors to confirm that all work is performed in accordance with the approved Health 1/20/2014 Draft v4.5 120 Page -8 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions and Safety Plan. Additionally, the Safety Manager will be responsible for the documentation of any safety related incidents. 2.1.3.5 Integration Manager The Integration Manager is responsible for the development of the specific integration criteria, planning of the integration work and evaluating the effectiveness of the ETTM system implementation. Primary duties will include preparing progess reports of integration activities, overseeing and documenting integration tests and corrective actions, interfacing with project management team and subcontractors throughout the design, testing and implementation phases of the project. 2.1.3.6 Design Manager The Design Manager is responsible for providing technical development process and will participate in the install design elements are met. 2.1.4 Monitoring and Reporting Project St The Systems Integrator shall monitor project status meetings -as required scheduled inspections will provide RC ut the design ·ect to ensure critical tus. Monthly Progress reports, hedule, and Systems Integrators' onitor project status. • ss meetings with the project any situations as they arise. • progress meetings. Progress Reports lis • • Descriptio • Requesting • Assigned Party tain a log all identified action items. These action items meetings, monthly Progress Review Meetings, and through I have a responsible party assigned. No action item shall out their knowledge and concurrence. Each action item • Status (open I closed I in progress I deferred I etc.) • Date Opened • Date Closed • Corrective Action Proposed • Corrective Action Taken • Progress Notes 0 Activity Log 1/20/2014 Draft v4.S 121 Page-9 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2.2 CONTRACT START-UP MEETING Within 30 days after NTP, a Contract Start-up Meeting shall be held in the Systems Integrator's facility. In attendance shall be RCTC, the PCM, the Systems Integrator's project manager, and other appropriate RCTC representatives and Systems Integrator personnel. The PCM shall prepare an agenda and meeting minutes for distribution. The Contract Start-up Meeting shall permit all parties to the contract to understand the overall schedule, terms and conditions, scope of work, and responsibilities. 2.3 QUALITY ASSURANCE/QUALITY CONTROL PROGRAM The Systems Integrator has the primary responsibility for establi Control and Quality Assurance quality Control (QA/QC) Pr Work and products of Subcontractor, fabricators, supplier on-site and off-site. The QA/QC Program must ensure handling, fabrication, installation, cleaning, insp examination, repair, maintenance, and required m elements of the Work will comply with the requir make certain that all materials, equipment, satisfactorily for the purpose intended. The spec1 Integrator are contained in Section 12. A report on compliance with the Q scheduled project status meeting. 2.4 and maintaining a Quality r the Work, including all ltants, and vendors both rocurement, shipping, testing, storage, , equipment, and ts. It must also will perform the Systems The Systems Integrate evaluate Work progr Contract time adju Project and achievem hedule de cribed herein to enable RCTC to ate the cost of schedule recovery and make efines the timeframe for completion of the to monitor progress and denote changes that occur dur' • TC for approval a Work Breakdown Structure (WBS) that elements or disciplines of the Work and presents activity vel approved by RCTC. This WBS will be the primary ting, s eduling, progressing and reporting for the Work. • ontain logic driven relationships with no date constraints other tual milestones. Detail presented shall be consistent with the approved all further clearly show and define the sequence of all design, procurement stallation activities with only one critical path for the Work. The schedule shall ow all milestone activities and be cost and resource loaded to facilitate payment for the work on a milestone or progress payment basis. • System's Integrator will establish coordination meetings during installation phase of work as necessary to effectively prosecute the work. The meeting will highlight progress, and present issues and coordination activities. RCTC will attend and facilitate coordination as appropriate. 2.4.1 Administrative Requirements • Submit a draft of the Project Schedule with schedule narrative within 30 days of approval of the WBS. Submit electronic versions of the schedule: one electronic copy in ".xer" format and a 1/20/2014 Draft v4.5 122 Page -10 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions separate copy in ".pdf' format sorted by WBS using 24"x36" page layout. Email is an acceptable method of sending the electronic schedule to RCTC. Include a separate narrative report which describes the major portions of the Work required by the Contract Documents. The Systems Integrator is solely responsible for planning and executing the Work. Failure to include in the Systems Integrator's Project Schedule any element of Work required by the Contract does not relieve the Systems Integrator's responsibility to perform such Work; and the Baseline Schedule does not modify the Contract Documents. 2.4.2 Schedule Submittal Requirements Prepare and submit the following Project Schedule deliverabl • Baseline Schedule 2.4.3 Baseline Schedule Prepare the Baseline Schedule and submit a approval. Include all major Work activities requir detail to monitor and evaluate design and constru review and tract Docume , in sufficient ss, from commencement of the ity, indicate the duration (in days) · g and completion date of each and the logical dependencies Work to Final Acceptance of the Wor or each maJ required to perform the activity and · ipated b activity. Indicate the sequence of perf and inter-relationships among the activiti Incorporate all necessary times, allowances for I Include a listing of durations must includ submittals as nt luding design reviews, delivery ilestones, and acceptance testing. the Contract Documents. Submittal activity nd/or approvals of the System Integrator's ocuments. ting to RCTC Provided Approvals, each activity depicting the have duration of not more than 20 days, and not less than app by RCTC. All activities shown in the schedule, with the activr es, shall have a minimum of one predecessor and a ity. Float shall not b s time for the exclusive use of or benefit of either RCTC or the Systems Integrator e considered as a jointly owned, expiring resource available to the Project and shall not sed to the financial detriment of either party. Any method utilized to sequester Float calculations will be prohibited without prior approval of RCTC. Any schedule, including the Baseline Schedule and all updates thereto, showing an early completion date shall show the time between the scheduled completion date and the applicable Milestone Schedule Deadline as "Project Float." The Baseline Schedule will be developed from the draft schedule submitted with the PMP and will become the Baseline Schedule 60 days after submittal of the first draft. 2.4.4 Project Schedule Updates 1/20/2014 Draft v4.5 123 Page -11 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Update the project schedule on a monthly basis.to reflect the current status of the Project, including approved Change Orders . Each Project Schedule update must accurately reflect all activities completed as of the effective date of the updated Schedule, and indicate the overall completion percentage of the Project in accordance with the Project Management Plan. Submit an electronic version of the schedule in its native ".xer" format. Include a schedule narrative report which describes the status of the Project updates in detail. • The periodic Project Schedule update(s) must reflect up date, forecast finish for in-progress Project activities, an dates for remaining Project activities, but must othe · activity durations, logic ties, or constraints without a fully specify all appropriate information from prior an electronic copy of the file used for the m monthly Project Schedule update(s).Bar c indicating the physical status of all activiti • • Design document submittals for • Tabular report listing all activit1 • Sixty-day (60) look-ahead repo • Ninety-day (90) look-ahead bar dates; progress to the status cast early dates and late ain no changes in Project RCTC. Incorporate and ·ect Schedules. Submit e to RCTC with the to planned ental Approvals required; BS and activity early start • rted by activity early start date, • RCTC wi Syste Cont month Systems Status Sch RCTC will use Integrator's Project and to measure the S the Work. ing the status of all activities as of the date oject Statu chedule Update(s) for consistency with the current approved Project Schedule for conformance with the ntegrator must correct any deficiencies and resubmit its te(s) with the Payment Request. RCTC will notify the s req red within five (5) Business days of receipt of the Project s to manage its activities to be responsive to the Systems , to analyze monthly progress payments to the Systems Integrator, ms Integrator's performance with respect to its plan for accomplishing 2.4.5 Two-week Installation Look-ahead Schedule During the installation phase (ETTM turnover notification through Opening Day) of the Work, prepare a two-week look-ahead schedule. This schedule will be a hand-or computer-generated bar chart that spans a forward-looking, rolling period of at least 14 days. Derive the two-week schedule from the accepted Project Schedule and identify key activities being performed for the purpose of installation inspection and testing. Any deviations from the current contract schedule 1/20/2014 Draft v4.5 124 Page -12 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions must be clearly noted and explained. Reference the accepted Project Schedule. Submit the two- week installation look-ahead schedule to RCTC on a weekly basis 2.4.6 Recovery Schedules Whenever a Recovery Schedule is required under the Contract Documents, provide the following information and as required in Agreement Article 11: • Transmittal letter, • Electronic copy of the file used for the proposed Recovery Schedule, • Narrative describing in detail any proposed changes to the c Schedule with justification for the changes, including, as a o Changes to activity original durations, o Changes to activity relationships and/or sch o Identification of activities that have been o Changes to the Project Schedule's cri · 2.4. 7 Monthly Progress Reports Prepare and submit to RCTC on a monthly basis a and includes the following elements: • Schedule Updates • Work Completed • Work Planned • • • • • • nt version of the Project um, the following: • g, organization chart, and emergency contact • • Correspon • QNQC o QNQC pdate o Conformance Report 2.5 HEAL TH AND SAFETY PLAN This Section applies to integration of comprehensive health and safety program into the Work. 2.5.1 Standards Perform safety and health work in accordance with the following Governmental Rules and Standards listed herein and the Caltrans Safety Manual, 2009. 1/20/2014 Draft v4.S 125 Page -13 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2.5.2 Personnel Utilize competent persons who are suitably experienced and capable of identifying existing and predictable hazards in surroundings or working conditions that are unsanitary, hazardous, or dangerous to employees, and who have authorization to take prompt corrective measures to eliminate them. The Systems Integrator is responsible for compliance with Governmental Rules relating to competent persons. 2.5.3 Health and Safety Plan Develop, implement, and maintain a comprehensive task-specific w · that is consistent with and expands upon the preliminary Health Health and Safety Plan afety Plan submitted with ems Integrator's policies, and enforcement for the public affected by the the Proposal. Fully describe in the Health and Safety Plan plans, training programs, work site controls, incident resp health and safety of personnel involved in the Project a Project during the Term of the Contract. Health and Safety Plan must address procedures arising out of or in connection with the perfor Project. At a minimum, Health and Safety Plan 1. Be consistent with the Project in 2. Describe the participation of safe 3. Delineate administr · 4. Identify responsi 5. Identify full-ti 6. 'vities. of all incidents ·acent to the e Safety Program. Is or managers covering all site work. ·entation for all employees. The description II owing: e of the Project job conduct, and injury-reporting procedures 7. I information to acquaint the employee with special Work and ts at the Work Site tegrator's drug policy, including the policy at the Work Site and est-incident drug testing to satisfy Project insurance requirements. 8. -training requirements. 9. Describe safety inspection procedures of Work areas, materials, and equipment to ensure compliance with the Safety Program; methods of record keeping; and correction of deficiencies. 10. Describe incident and emergency response procedures for land based and river based incidents, including response capabilities, evacuation and egress, responsibilities for reporting and investigating incidents, exposures, contingency plans, and the maintenance of safety-related logs. 11. Describe incident reporting procedures . 12. Describe Systems Integrator's Work Site control policy and plans for maintaining Site cleanup, on-Site first aid facilities or medical clinic, and safe access. 1/20/2014 Draft v4.5 126 Page -14 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 13. Identify public safety requirements (e.g., fencing, signs, barricades). 14. Describe Systems Integrator's hazard communication program. 15. Describe the process of including representatives from Systems Integrator and all major Subcontractors, as well as Department personnel working on the Project. 16. Describe Systems Integrator's method of tracking open safety issues. 17. Describe hazard analysis, tracking, reduction of risk, logs, and mapping procedures. 18. Describe Systems Integrator's management and auditing of the Safety Management Plan. 19. Describe personal protective equipment (PPE) requirements and policy. 20. Describe safety procedures for Systems Integrator's empl and handling contaminated materials. Systems Integrator is solely and completely responsible for Site is limited to the ETTM Infrastructure from turnove Systems Integrator, and until final acceptance. Safet business hours or other time constraints. All Syste at all tiers must comply with the Health and Saf with elements of Systems Integrator's Injury accordance with California Occupational Health 2.5.3.1 Safety Organization. Clearly lines of authority, responsibility, and Specify which on-site personnel have and/or uncontrolled hazards are recogni to restart Site activities after the prev Systems Integrator's Proj ger, S supervisor is held acco fety, h define the safety res h level 2.5.3.2 nditions on the Site. The and acceptance by the be limited to normal and Subcontractor ules associated s required in ain of command and specify the rd to safety compliance activities. ite activities when unanticipated e personnel with the authority rds have been controlled. ety Manager, and line safety ental performance. Specifically s and res that clearly communicate and will be hat require all employees use safe Work practices; follow all dures; and play an active role in maintaining a safe Work swill enforce the rules fairly and uniformly. Implement a fail to comply with safe and healthful work practices. Develop an Erne on Plan for the Project that specifies the procedures for each identified potential ency, notification requirements, and training, and identify those individuals responsible or implementing the plan in the event that the plan is activated. The potential for an emergency (fire, explosion, chemical release, etc.) exists on all construction sites. The Emergency Action Plan must identify the various response activities necessary to minimize the dangers and confusion associated with an emergency. The Emergency Action Plan must address fire, explosions, hazardous materials, natural disasters, and civil disruptions. 2.5.3.4 Security Plan. • • Develop and implement a comprehensive Security Plan to protect employees, the public, • property, equipment, and Project supplies. The written program must be included as a part of the Health and Safety Plan. 1/20/2014 Draft v4.S 127 Page -15 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Alcohol/Drug-Free Workplace Policy. Provide policy for promoting a safe, drug and alcohol abuse-free workplace. The policy must be consistent, fair, manageable, and subject to audit. Allow for disciplinary action or termination for an employee reporting for Work under the influence of alcohol or a prohibited substance or possession of a prohibited substance. Job Hazard Analysis and Training. Systems Integrator's goal must be to eliminate all personal safety risks and to eliminate or reduce jobsite operational/environmental risks. Job Hazard Analysis training and planning must involve foreperson and workers as the day's work is outlined. Upon completion of the Job Hazard Analysis (JHA), conduct a training session with all employees involved with the particular task that has been analyzed employees involved with the task must discuss the hazards anticipated, equipment need erk safely, and personal protective equipment (PPE) to be provided and worn. The tr · y be informal and on-site where the task is to be performed. Give employees an o o provide input regarding task steps, hazards identified, and appropriate control ment all JHA training. The Health and Safety Plan must outline the training p General Safe Work Practices. Establish standard operating procedures for practices. Train and provide instruction to all e on general and job-specific safety and health pra practices must include the following: 1. Explanation of Systems lnteg Prevention Plan, Training Plan a practices, and injuries . 2. Use of appropriat 3. Information ab hazard com 4. Availability of 5. 0 safe Work g managers a supervisors, place safety and health training rgency Action Plan, and Fire any unsafe conditions, Work "ch employees could be exposed and other g water facilities. ncluding emergency procedures. ch employee regarding hazards unique to his or her job information was not already covered in other training. ering all phases of the Work. 2.5.3.5 compliance tra All levels of sup environmental issu eetings. Establish safety, health, and environmental t includes requirements for general and Project-specific training. be present while training is occurring for safety, health, and Conduct, at a minim weekly safety and health meetings that are relevant to the specific types of work at the Project Site, which comply with CCR, Title 8. Prepare documentation of meeting content and employee attendance. All Systems Integrator on-site staff must attend all Project safety meetings conducted by RCTC and the PCM. Personal Protective Equipment. Define specific PPE requirements for all employees for each task. At a minimum, provide a consistent type of high visibility safety vest to be worn by all personnel, as well as an American National Standards Institute (ANSl)-approved hard hat, safety glasses with side shields, and sturdy work boots, specific for the job being performed . 1/20/2014 Draft v4.S 128 Page -16 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Ensure that all vendors and visitors wear hard hats, as well as other required PPE while on the Site. Anyone not complying with these requirements will not be allowed to enter the Sites or will • be required to leave the Sites. Document all such incidents. Systems Integrator's JHA must include all required PPE for the specific task. Safety Recordkeeping and Analysis. Submit an Incident Investigation Report from the senior Site management immediately after the incident occurs. Employ Division of Occupational Health and Safety (DOSH) reporting requirements for any Work-related accident or illness causing serious injury or death to an employee. Accident/Incident Investigation. Systems Integrator's safety prog to investigate and report accidents and incidents and to retain s compliance records. Develop a list of site-specific requi reporting. Incidents that result in injury to an employee o require investigation and a detailed report. When investigation and notify appropriate individuals (RCTC Safety Performance Analysis. Complete a deta· quarter. Conduct the safety performance anal Subcontractors are performing Work in a safe Safety Program and Governmental Rules. The a proactive program elements designe prevent in orientations, toolbox meetings, audits ections, i (IDLH) interventions, etc. Document t to ve performance results. Submit a Safety I the fifteenth (15th) of the mon after the q If the safety performan observed deficiency. ust include a system ealth, and environmental for documentation and to equipment or property ake place, initiate an ce each rator and its Health and mont the specific types of injuries, incident rates, ent reoccu ce of similar incidents for Systems Integrator, aluate individual supervisor safety performance. Submit the CTC within seven (7) days after the end of the month. 2.5.4 have the authority to stop any activity that constitutes or is perceived to pre imminent danger. If any conditions or activities may present an imminent danger t result in serious injury, death, or extensive property damage, the affected portion of the k will be stopped immediately and not recommence until the practices or conditions are corrected to the satisfaction of authorized representatives of Systems Integrator, RCTC and Caltrans. Discipline and/or dismiss employees who violate established rules, safety, and regulations. This includes immediate termination for serious violations, repeated violations, or the refusal to follow safety and health rules. In the event the Project or any portion thereof is stopped or shut down by any Governmental Agency because of an unsafe condition, all cost or delays for such stoppage or shutdown is Systems Integrator's sole responsibility. 2.5.5 Audits/Inspections 1/20/2014 Draft v4.5 129 Page -17 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions RCTC reserves the right to perform audits and inspection to confirm that Systems Integrator is following safety and health rules and procedures. A qualified safety representative from RCTC will perform audits/inspections on a periodic basis . 2.6 CONFIGURATION MANAGEMENT OF HARDWARE AND SOFTWARE 2.6.1 General Specification The Systems Integrator shall establish and implement configuration control policies and procedures related to the hardware and software for all furnished ETTM equipment and systems. The Systems Integrator shall develop a Configuration Management Plan (CMP) in accordance the approved SI schedule. The CMP shall contai required policies and procedures for tracking and archiving changes made during anufacturing, testing and installation phases of the Work. The policies and procedures provided in the CMP shall e control of software/hardware products and docume during the development life cycle and into operatic intain the integrity and Systems Integrator MP shall address tion during the nctional and the management and control of content, chang ETTM development and implementation inclu physical requirements, and design and operation The CMP shall include both technical the ETTM system, data and docum software and hardware, including co system, data and documentation integrit sses for the control of change of identify the configuration of the COTS) products and provide t the project's life cycle. The configuration mana hardware and softwar identified with a uni form fit, or function revision. retrieval, tracking, documentation and e code. · t controls over the baseline rchangea e items of the system shall be ion, version, or release number. Changes to ubsystem shall be identified by a change in tion syste assign unique identifiers to each configuration different versions of each are to be uniquely identified. ming conventions and version numbers and letters. S) so are, vendor proprietary software, and support software schemes and labeling. methods for naming controlled items for purposes of storage, n, and distribution. Activities may include version marking, labeling able software, serialization, and altered item marking for executable The configuration management function shall maintain an audit trail that documents all changes made to the hardware and software products and ensures that these changes are properly reflected in respective documentation. Revised documents are controlled by a revision code added to the document number. 2.6.2 Roles and Responsibilities The Systems Integrator's configuration management support staff shall have the following roles and responsibilities during the development and implementation of the ETTM system: 1/20/2014 Draft v4.5 130 Page -18 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions a. Identify and document the functional and physical characteristics of the system, • software, hardware, and operational components so that these relationships may be managed, maintained, controlled, and assured. b. Record and report the status of proposed changes consistent with the established CM process, approval of any proposed changes and the status of the implementation of approved changes. c. Disseminate baseline information to RCTC and establish and maintain a status accounting and reporting system that records the baseline, authorized changes to the baseline, and verification of changes incorporated into the documentation and/or product. 2.6.3 Hardware Configuration Control All hardware installed for the ETIM shall have all configu a revision control system. Configurations shall include device configuration, memory, storage, etc. Con installation as well as replacement procedures for ented and checked into art numbers, onboard ions shall include 2.6.4 Software Configuration Control The software devel Baseline products a baseline require a for the change de. without hardw For ea of a syste packs applie onfiguration and revision control letion of each phase of product est, production installation, and re shall be created. Software development process. This built and deployed, and its baseline and is used by succeeding phases. m arbitrary changes. All changes to the have access to all change requests prior to roved by the Customer will not be changed approved changes are recorded in software or ease notes will be provided to RCTC for review. -syst , or component, there shall be a build script. Each build der revision control as well to ensure any patches or service are tracked appropriately. All configuration a n procedures for software shall be documented and placed under revision control with oftware release. It shall be the Systems Integrator's responsibility to verify the appropriate v sions of packaged software is installed. 2.7 COORDINATION OF THE WORK The Systems Integrator shall coordinate its Work with all adjacent design and construction efforts. The Systems Integrator shall coordinate the Work and monitor such adjacent work, whether performed by the Design-Build Contractor, Caltrans or another Governmental Agency, • community groups, landowners, Utility Owners, Utility Owner's consultants, resource agencies, • environmental groups, or any other organization. The Systems Integrator shall be aware of the impact all such work may have on the Project and shall account for all such work in the design and installation plans. The Systems Integrator shall be responsible for reviewing plans for 1/20/2014 Draftv4.S 131 Page -19 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions adjacent Work and providing RCTC with written comments on adjacent Work that may result in potential impacts on the Project. • 2. 7 .1 Cooperation • • It is anticipated that work by other contractors on the following projects may be in progress adjacent to or within the limits of this project during progress of the work, as reflected in Table 2- 1. The anticipated existing/future projects shown are nonexclusive, and may be incomplete. During the design and construction of the Project, the Systems Integrator shall actively and aggressively pursue and implement measures to facilitate the overall construction of the Project in conjunction with any other adjacent projects. Table 2-1 Existing/Future Projects Auto Center Drive Grade Separation Foothill Parkway Westerly Extension Green River Road Widening: SR-91 to Pali 1-15/Cajalco Road Interchange (Start Des Main Street Strom Drain between 8th Stre Storm Drain Line 52 in East Grand Blvd. an East Grand Blvd. Storm Drain Traffic Signal at East Sixth Str Traffic Signal and Widenin Traffic Signal at Lincoln Smith Avenue Pavem Magnolia Avenue Me Masters Drive Reclaime Ontario Avenue Waterlin Ontario Wa Ontario Hum · Stage City Pa Smith Ave Butterfield Pa Santa Ana Rive County of Riverside Magnolia Avenue Gr SR-91 Im rovements, A· 1-15 Capital Improvement Project SR-71/SR-91 Interchange Improvements SR-241 /SR-91 Direct Connectors RCTC OCTA/TCA Caltrans SR-91 Eastbound Lane Addition: SR-241 to SR-55 US Army Corps of Engineers Santa Ana River Channel Reach 9 -Phase llA Santa Ana River Mainstem Lower Santa Ana River Channel Reach 9 -Phase 2B Santa Ana River Flood Control Project Auxiliary Dike and Floodwall Project 1/20/2014 Draft v4.5 132 Anticipated onstruction Start Dates 2013 2013 2013 2012 2012 2013 2013 2012 2012 2013 2012 2014 2012 2012 2012 2012 2012 2012 2012 2012 2012 December 2013 September 2013 Jul 2011 Unknown Unknown August 2011 Under construction Under construction January 2012 Page -20 - SR-91 Corridor Improvement Project Toll Systems Integrator TABLE 2-1 ANTICIPATED EXISTING/FUTURE PROJECTS Existing/Future Projects Auto Center Drive Grade Separation Foothill Parkway Westerly Extension City of Corona Green River Road Widening: SR-91 to Palisades Road 1-15/Cajalco Road Interchange (Start Design) Main Street Strom Drain between 8th Street and 11th Street Storm Drain Line 52 in East Grand Blvd. and Joy Street East Grand Blvd. Storm Drain Traffic Signal at East Sixth Street and El Camino Road Traffic Signal and Widening at Rimpau and California Traffic Signal at Lincoln Avenue and Parkridge Smith Avenue Pavement Rehabilitation Magnolia Avenue Median Landscaping Masters Drive Reclaimed Waterline Ontario Avenue Waterline from Lincoln to Buena Vista Ontario Waterline from Kellogg to Fullerto Ontario Waterline from Buena Vista to Ta Hummingbird Street Pressure reducing Sta Stagecoach Park Reclaimed Waterline City Park Reclaimed Waterline Smith Avenue Waterline Repl Butterfield Park Reclaimed Santa Ana River Trail OCTA/TCA Santa Ana River Santa Ana River Ma Santa Ana River Floo US Army Corps of Engineers -Phase llA 1/20/2014 Draft v4.S r Santa Ana River Channel Reach 9 -Phase 2B Pro·ect Auxilia Dike and Floodwall Pro·ect 133 Technical Provisions Anticipated Construction Start Dates 2013 2013 2013 2012 2012 2013 2013 2012 2012 2013 2012 014 2012 2012 2012 2012 2012 2012 2012 2012 2012 December 2013 September 2013 Jul 2011 Unknown Unknown Au ust 2011 Under construction Under construction Janua 2012 Page -21 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2.7.2 Project Communication 2.7.2.1 Progress Reporting -Submit a Progress Report each month that includes the information identified in Section 2.4.7. 2.7.2.2 Meetings -Arrange and conduct technical work group meetings with respect to all categories of the work. Technical work group meeting will continue throughout the duration of the project to identify and resolve issues and concerns raised by either the RCTC or the Systems Integrator. These meetings may include site visits at any Party's reques Integrator's key personnel assigned to perform the relevant t The RCTC, the Design-Build Contractor, Caltrans, other rel minimum, the Systems ork involved must attend. I Agencies, and PCM staff · gs is to acquaint key letion of the Project. e to RCTC a brief must be invited. The purpose of these technical work personnel with the details and features of the work an Within seven (7) calendar days after each Technic written report including observations, discussio questions that pertain to the scope of work and 2.8 s otherwise requested by RCTC Work. For all meetings at which Work (not just those called by the utes within seven (7) calendar any RCTC comments within ents on such draft meeting any distribution of final RCTC- inutes of its internal meetings relating to the re the Systems Integrator, other Systems contractor, consultants, and attorneys). ·1ity to provide submittals, including Design Documents, , Project Schedule, Insurance Documentation, and other All submittals sh nglish language, and shall be submitted to RCTC for its review and approval. All documentation shall be submitted in sufficient time for RCTC review. The Systems egrator should plan for a minimum RCTC review time of ten (10) business days for review in initial submittals. Approval of documents shall not relieve or limit the Systems Integrator's responsibility to provide equipment in full compliance with the Work. Deviations from the Work requirements that may be contained within Systems Integrator submitted documents, even though the document may be approved by RCTC, shall not have the effect of modifying Contract requirements. Only specific requests to RCTC from the Systems Integrator for waivers or specification change that are formally approved by RCTC shall void or change requirements in the Contract. When possible, documents shall be formatted for and printed on letter size sheets. Hard copies of documentation shall be bound in loose-leaf binders with the name of the manual printed on 1/20/2014 Draft v4.S 134 Page-22 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions the face and spine of each binder. Tab indexes shall be provided for each major section of the documentation. All index tabs shall be a permanent part of a durable index sheet. Documents submitted shall be in PDF or Microsoft Word format. Final Submittals shall be in hardcopy, Adobe PDF files and native files of the application in which the Systems Integrator developed the drawings. Provide two (2) hard copies and an electronic copy (CD or DVD) of each submittal. During the course of the Work any implemented changes shall be reflected in the design and installation drawings within sixty calendar days of the completion of the change implementation. Table 2-2 lists the project submittals required for review and approv Submittal Project Management Plan Project Schedule Health and Safety Plan Configuration Management Plan Monthly Progress Reports As-Built Documentation Systems Integration Plan Table 2-2 Project Submitta Locations and size of Gantry Enclosure Recommendations for Facility upgrades Communications Conduit Sy m Require Conceptual Design Revie nts Preliminary Design Re · Final Design Review Test Plans Test Reports System Com System D lnstalla · Quar Prelim 2.5 2.6 2.1.4 2.8 4.3 5.3.2.1 8 8.2 9.2 9.3 9.4 10.1 10.2 10.5.1 11.1 11.2.3 11.6 1322 12.4 12.5 Upon completion of the Project, deliver a complete set of as-built documents and design files that incorporate all design changes and details of Accepted Work that occurred throughout the Project. As-built documents must be submitted in both hardcopy and electronic form. Submit two complete hardcopies of all As-Built Documents and one set of electronic files on CD-ROM of all As-Built Documents available in a digital format. Submit As-Built documents and plans as computer-aided drafting and design (CADD) files, Portable Document Format (PDF) files, and hardcopy format. Furnish two (2) hardcopies and two (2) electronic copies of all as-built documents. As-Built Plans must clearly label and locate all items of work based on what was actually built in the field. The As-Built plans must be signed by a licensed California Professional Engineer. The 1/20/2014 Draft v4.5 135 Page -23 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions RCTC will advise the Systems Integrator of the status of their Acceptance of the As-Built Documents within 30 Working days of receipt of same. Formal written Acceptance of the As- Built Documents must be granted by RCTC before finalization of the Contract. 1/20/2014 Draft v4.5 136 Page -24 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 3 GENERAL MATERIALS AND WORKMANSHIP REQUIREMENTS This section describes the materials to be used and the method of implementation which should • be utilized to assure compliance with the rules, regulations, standards, and recommended practices of the Federal, State and local governments. 3.1 STANDARDS 3.1.1 National Codes and Standards The following domestic standards and specifications shall define the Work: • National Electric Code; • Underwriters Laboratories, Inc., (UL) Installation Systems, UL 96A • National Fire Protection Association, ( NF Protection Systems, NFPA 780 • Underwriters Laboratories, Inc., Lightni • National Electrical Contractors Association • Occupational Safety and Hea • National Electrical Manufactur • Institute of Electrical and Electro • Applicable Electro · lntercommunica · • for Lightning Protection The latest revision in with the Agreement. ·me of NTP shall be used in conjunction 3.1.2 Wher lntegrat the propos review and a English and the applicable at the ti 3.2 proposed by the Systems Integrator, the Systems tatio ith a section-by-section comparison to demonstrate that equivalent of the foregoing standards and specifications for Proposed substitute specifications shall be submitted in both country of origin. The most recent standards and specifications nee of the NTP shall apply unless otherwise approved by RCTC. All materials and manufacturing techniques shall meet the latest rev1s1on, at the time of manufacture, of State of California regulations. All repair techniques and materials reasonably expected to require repair shall be compatible with State of California requirements. 3.3 PHYSICAL AND ENVIRONMENTAL REQUIREMENTS The ETTM equipment will be installed in one of two operating environments: exterior or in a building. The assembled equipment shall be rated to perform under those environmental conditions at the various sites. 1/20/2014 Draft v4.S 137 Page -25- • • • • • -------·------------------------------------- SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator shall investigate the environmental factors that may affect the operation, reliability, and life of the system to be provided under this Work and shall select equipment that is appropriate for operation in the environment or shall take adequate steps to protect the equipment from the environment. For each environmental area the equipment installed or operated in that area the Systems Integrator shall provide certified test results demonstrating that the equipment meets the environmental specifications indicated in Table 3-1. Table 3-1 -Summa Area Exterior Min operating Temp -25°F 145°F 25% 100% non-condensing Shock Vibration Rain Dust Where: cement ay ay 0. plitude 0.03 amplitude 0.02 amplitude 0.01 amplitude 0.005 amplitude 0.003 amplitude 1 OE Blowing rain method 506.3 cedu or NEMA 4X enclosed -529/MIL STD-810 Sand and dust size lier or equivalent to coal or NEMA enclosed Exterior -On th gantry or at the roadside, but not in a building. Building -Inside a finished building. Building 50°F 85°F 25% None None None None Certified results from prior testing by the manufacturer or an approved independent test lab maybe used to satisfy the environmental qualification requirement. 3.4 ELECTRICAL POWER REQUIREMENTS Electrical power distribution systems for all roadside elements of the ETTM system will be furnished and installed by the Design-Build Contractor. The systems will supply unfiltered 120V 1/20/2014 Draft v4.S 138 Page-26 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 60 Hz line power at each installation location. The Systems Integrator shall provide equipment for filtering and conditioning of line power to all ETTM equipment. Toll Utility Buildings will contain a standby generator power unit, which will automatically activate upon loss of utility power. The Systems Integrator shall provide Uninterruptible Power Supplies (UPS) and appropriate switching hardware to provide for continued uninterrupted operation of the ETTM equipment system spanning an interruption of utility power until stand-by generators come on-line or utility power is restored. When utility power is restored, the ETTM system shall transition to utility power automatically. 3.5 HARDWARE GENERAL REQUIREMENTS System Life -The system design goal shall be ten (10) years m· shall be designed, fabricated, and tested to ensure that it aper degradation for a minimum of ten (10) years. Expend a supplies will not be included in this requirement. New Equipment -All equipment, supplies, and ma off-the-shelf, field proven items, of the latest mod to the extent required to meet the overall speci Service Life. Equipment isfactorily without material nsumable materials and I be new, unused, , modified only ughout the system, and shall be ble units according to the function • nents to achieve flexibility of use ules shall be used whenever perational and maintenance geable. All modules shall be • distinguished and can only be Uniform Design f and documented in a for all equip to th identically and so Non- vendors. vendor for component th source selection. nt shall be designed, installed, connected, onents shall be designed and configured II system components shall be configured oards in the same slots, the same hardware e and the same connectivity. components shall be readily available from multiple in the design process to prevent reliance on a single nents. When proprietary equipment is the only choice for a ator shall alert RCTC and provide justification for the single Interchangeability -ajar assemblies such as subassemblies, modules, and parts which perform identical functions shall be electrically and mechanically interchangeable. Accessibility -All assemblies, subassemblies, and modules shall be readily accessible for removal, testing or replacement without extensive removal of other modules or assemblies. Components shall be located so that there is visibility and access for the use of hand tools and standard test probes where maintenance is required. Test Points -All Test Points necessary for maintenance while equipment is in operation shall • be located and accessible on a test panel, or the individual module. Test Points shall be capable of accepting standard commercial test probes and leads. LED indicators shall be used to 1/20/2014 Draft v4.5 139 Page-27 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions indicate presence or condition of various circuits and voltages where feasible. All test points and indicators shall be clearly marked to identify their function . Electronic Components -All components shall be clearly marked with permanent identification. Plugs, Connectors, and Terminal Blocks -All plug-in connectors shall be keyed or polarized to prevent mis-mating of connections. Where multiple plug-in connections occupy a small area, different style connectors shall be used for each function to prevent connecting to the incorrect circuits. All connectors shall be designed to prevent accidental loosening due to vibration or use, or be provided with locking devices to accomplish this goal. Strain relief shall be provided to protect the conductors at the point of joining the connector. Ter · Blocks and Connectors shall contain at least 20% spare connections. Terminal B shall utilize screw-type terminations. All wire terminations shall be insulated and sized crimp-on insulated terminals of the proper size for the corresponding terminal Wires and Cables (Copper and Fiber) -All Electrica to point with no interruptions. All Wires and Cables for easy identification. All cables shall be labele marking methods shall be used. There shall be all be installed point ed or color coded ther temporary ductors shall ective enclosu approved by imilar uses, such as data lines, be neatly enclosed in conduit, cabinets, cable tr RCTC. All internal wires shall be color-coded or rio control lines, specific voltages, groun tc. shall be ed the same as far as practical. ed throughout the system. All ic cables, shall meet the latest he time of this procurement. e applicable Color Code as All data and power cable in the ted cabine s) shall be in separate conduit or at all fittings. Universal color-codes and cable i shall be communications cables, including com and fib requirements of the National Electrical lie Multi-conductor cables shall color co published by the Insulate field (i.e., not in a plaz flexible conduit, wat Insulation -All Elect protected to nt conform t recommendatr protection stand area of protection. enclosure shall be properly insulated and ess holes shall be plugged and sealed to devices which are susceptible to damage upon failure of upply shall be protected by means of an over-voltage I be m unted with retention devices at both ends. All fuse types o indicate a blown fuse. The Systems Integrator's design and to the applicable lightning protection, surge, and transient NFPA-78, IEEE Std 587, and UL-1447, as they apply to each Housings and Cabinets -The material and finish for new housings and cabinets shall be environmentally resistant to outdoor highway environments with wide temperature fluctuations. A minimum of ten (10) years' service without additional painting or repairs is required. All cabinets and housings shall be fitted with required gaskets, grommets, and filters to prevent the entry of dust, dirt, smoke, moisture or other contaminants from entering the enclosures in accordance with the application in which the equipment is employed. Hardware -All mounting hardware, bolts, nuts, studs, washers, brackets, screws, hinges, and others shall be new and shall be constructed of non-corrosive material, and of a design to perform their respective functions for the specified ten (10) year system life. All mounting 1/20/2014 Draft v4.S 140 Page-28 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions hardware used for overhead gantry installations shall conform to Caltrans Standard Specifications for overhead sign structures. No Interference -Toll equipment, data cables and the system power distribution wiring shall operate without interference or degradation from electrical conditions found in a Tolling environment. Equipment shall not be adversely affected by conditions including, but not be limited to, electrical interference from communications, RF radiation, all radios, vehicle ignition, treadle contacts, lighting fixtures, transients, ETC systems and electrical interference, direct sunlight, darkness, indirect sunlight, radiation heat loss, convective heat loss, wind, salt, all forms of precipitation, dust, smog, fungus, vehicle exhaust, and vibration. Fabrication -All chassis, attachments, and hardware shall be fa rust-resistant materials, or properly plated to achieve corrosion housings and cabinets requiring locked covers, there shall b accessible from the outside. The covers shall fit flush with exposed gaskets or seals visible when the cover is closed. Stainless Steel Materials -The provision and fabri the system shall conform to current ASTM requi to remove all oxide scale. Discoloration result" from all external surfaces. All grinding, polishin requirements of the material used. ted from corrosion-and ust resistance. For those osed hardware visible or dy of the housing with no materials used in oughly cleaned be removed nee with the Toll System Lock Requirements - replaceable cylinder lock types. The (maintenance and data collection equ compartments for each area st be ace et locks shall be removable and keyed alike. Each major area eyed differently. If multiple alike. The Contractor shall submit the keying index s 1/20/2014 Draft v4.5 Page-29 -141 • • • • • • SR-91 Corridor Improvement Project Toil Systems Integrator Technical Provisions 4 SYSTEMS INTEGRATION A key technical issue for the Work under this Contract is the Systems Integration of the ETTM infrastructure, hardware and software components to create the ETTM application system. The Systems Integrator shall be responsible for delivery of a fully integrated and fully functional ETTM System that has been completely tested and will only be accepted by RCTC after demonstration of meeting specified accuracy, reliability and efficient operation under full-scale and full-service operation. The SI shall over the course of the contract, provide to RCTC the following Systems Integration products and services: a. Development of a turn-key, compliant, accepted and interoper ble ETTM System. b. Timely development and submittal to RCTC for approval required documentation specified in the Contract. c. System integration, testing, training, support and appropriate technical expertise for all required s management, engineering and other support specified requirements and sufficient resou implementation of the specified systems. d. Ensure proper systems engineering p and correct sub-systems interaction for System and its relationship with other equip e. The SI is responsible for over and fully functional ETTM S subsystem modifications as r System's Integrators approved de anagement services and oftware with dedicated ersonnel shall meet to allow for timely em function, o the ETTM roject management tasks and f. Provide the staffing responsibilities management, manageme e uh cost tracking and control, risk 4.1 project docu a. co b. Devel Work. T schedule. ct change management, communication nagement, general software management, ository, training and safety program. s engineering processes, and quality assurance and ehensive Systems Integration Plan to effectively support the SI an shall be submitted for approval by RCTC as per approved SI c. Performance integration tests described in the Systems Integration Plan including performance requirements and detail to the RCTC group each test procedure that is being conducted, the purpose of the test, and the results d. Review of Design-Build Contractor's ETTM Infrastructure (65% and 100%) design plans. e. Participate in required inspections and tests for the Design-Build Contractor's ETTM Infrastructure turnover acceptance. f. Ensure that the ETTM Roadside Toll Collection subsystem and end-to-end integration satisfy the system requirements using a requirements trace matrix. g. Development of a detailed integration report detailing all the integration tests that were run, any problems that were discovered, how those problems are corrected, and the test results after the correction. 1/20/2014 Draft v4.S 142 Page-30 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions h. Performance of factory through final field and overall system acceptance testing, including documentation, coordination of witnessing by RCTC representatives, as required. i. Development and implementation of training courses to include appropriate required testing, certifications and tracking for administrative, operations, installation, and maintenance personnel. j. Production of manuals including schematics or assembly diagrams, as applicable, and all other documentation for complete description of all hardware and software components and systems to include administration, training, operations, maintenance, installation, and version control needs. k. Preparation of design, installation and As-Built drawings and I. Implementation of configuration control management control systems m. During System Design, review any required redes· consultant staff. Change Order, subject to Arti submitted to RCTC for review and approval. 4.2 SYSTEMS INTEGRATION TASKS • • • Task 3 -Commu • Task 4 -End- 4.2.1 • • • • • • em cations system ck-office system . identified by RCTC and dditional effort will be ed integration process that will lication system. The Systems The integration tests for the field subsystems should include, as a minimum, the following test environments to satisfy the stated functional requirements and other contract documents: • Verify data integrity (no loss of data); • Verify diagnostic messages; • Introduce failures ; • Degraded mode performance; • Verify diagnostic messages; and 1/20/2014 Draft v4.5 Page -31 -143 • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Normal transaction tests . • 4.2.2 Toll Operations Center Integration Task The Systems Integration services performed for this task will confirm the integration of each of the subsystems of the ETTM tolling and operations solutions. This would include, as a minimum, the following: • Customer Service Representative (CSR) workstations • Management workstations; • ETTM application servers; • Network components; • Interface to the operator's Back-Office; • Interface to the ETTM vehicle enforcement subsy • Interface to Changeable Message Signs and • 91 Express Lanes website; and • Device monitoring and control devices. The following integrator integration tests, as a mi Integration Plan: • Verify diagnostic messages; • • Tolling zone operaf • ETTM roadside • • 4.2.3 This t ETT tion of the entire communications system in support of the a minimum, the following: • e communications, which includes the wired links; • that is not connected directly through one of the tolling zones, mks; • • ipment to the Back-Office; and Back-Office to the enforcement subsystems . At a minimum, the following integrator communications system integration tests should be included: • Reliability of connectivity tests; • Communications data throughput tests; • Communications error-handling tests; and 1/20/2014 Draft v4.S 144 Page-32 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Tests to verify communications recovery processes for both wireless and wire line environments. 4.2.4 End-to-end Application Integration Task The End-to-end Application Integration Task will include the integration of each subsystem to the others, thus constituting an end-to-end solution. The work will include integration tests that would address the integration of all of the subsystems in a structured manner to achieve the desired outcome of the ETTM application, including, as a minimum, the following: • Operation of the Back-Office • Interface to the roadside ETTM system; and • Integration between the Back-Office and CSC. 4.3 SYSTEMS INTEGRATION PLAN The Systems Integration Plan developed by the inte be executed as part of the system integration t testing activities and scenarios will include c operations of the ETTM System. The System following integration activities and elements describ 4.3.1 Integration Activities tivities and tests to ems Integration nctions and etails of the • Systems Integration Plan for all ETTM integration tasks • an will describe the following • • • • • • • • Conduct su • Integrate sub-s TM integration task of the CIP ·ntegrator activities of the ETTM application tation on each sub-system for integration; trol Documents (ICDs); ftware unit and database testing; procedures; integration testing; and ems into final ETTM application system. FHWA, RCTC and their representatives will be permitted to participate in or otherwise observe any and all of these integration tasks. Tentative dates for conducting the various integration phases will be included in the Systems Integration Plan document submitted by the integrator during the system design phase of the contract. Reasonable modifications to these dates may be permitted by RCTC during the course of the work as identified in Section 2.4 FHWA will be notified in writing as to the planned test dates and any modifications thereof. 4.3.1.1 Steps Related to Activities 1/20/2014 Draft v4.5 145 Page-33 - • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions This section of Systems Integration Plan will provide a detailed description of each major integrator step required for the full integration of the ETTM. The integrator will also develop an internal integration schedule for when these tasks are expected to be completed . The following information will be included in the description of each major step, as appropriate: • What the step will accomplish; • Resources required to accomplish the step; • Key person(s) responsible for the step; and • Criteria for successful completion of the step. 4.3.1.2 Step Accomplishment This sub-section of the Integration Plan will describe t integration steps to be carried out by integrator to compl 4.3.1.3 Criteria for Step Completion The Integration Plan will provide both the inte documenting successful integration of all the su Testing procedures and scenarios, which will be RCTC approval, will be built upon t viously us steps. 4.3.2 Integration Testing of the erifying and ughout the inte ation testing. by the integrator and subject to and sub-system scripts and test The Integration Plan will will include a descri procedures for testi This Integration Te complexity of the suite for ea t of integration test scenarios. It ration tests, including the data included, esting, and the integration testing schedule. ·n one plan or several, depending on the rmed. 4.3.3 This section o products to be 1 hardware, software integration task. integration sting must be resolved and retested before nee test (FAT). The integration problems identified will be ·x will be provided to RCTC. Plan will contain project-developed equipment and software eluding any support equipment such as special software, test , and simulations of sub-systems to be integrated during the system 4.3.4 Key Integration Staff This section will identify the key system integration specialists, including the external system interface knowledge engineers, to enable successful integration of major sub-systems of the ETTM application system. 4.3.5 Integration Support 1/20/2014 Draft v4.5 146 Page-34 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Integration Plan will describe the support software, materials, equipment, and facilities required for the integration, as well as the personnel requirements and training necessary for • the ETTM application integration. 4.3.5.1 Resources and their Allocation The plan will list all support software, materials, equipment, and facilities required for the end-to- end ETTM application integration. The Integration Plan will describe the test environment and any resources needed. The plan will describe the number of personnel needed and their availability. 1/20/2014 Draft v4.S 147 Page-35 - • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 5 ETTM TOLL SYSTEM The Systems Integrator shall conduct all Work necessary to meet the requirements for the ETTM Toll System. The scope of toll systems Work shall include system planning, design, furnishing, installation, modifying, integration, testing, interim maintenance, and system acceptance of toll systems. The Systems Integrator shall provide the appropriate design methods, procedures, submittals, plan preparation, analysis methodology, review/comment processes, approval procedures, specifications, test plans and procedures, construction, documentation, and training requirements for toll systems Work within the Project. The Systems Integrator shall provide tolling equipment and software Radio Frequency Identification Device (RFID) transactions processing by the back-office System. The systems requireme on the existing system on the OCTA section of SR-91, bee seamlessly with a single back-office operation. As su equipment is unique. Transactions and sensor data mu o 90 day period and available on permanent storag back-office software for the purpose of revenue col 5.1 TOLL SYSTEM REQUIREMENTS The Systems Integrator shall design, furnish, and ins elements: • Roadside equipment at the tollin • Toll Utility Building equipment to s • 5.2 ecessary to provide timely ·mage transactions for the toll system are based h systems must interface ign of the roadside toll ine for the most recent s by the operator's ement. California Toll Operat Interchange. · ications for lnteragency Electronic Data 5.3 The d install a roadside toll system which will collect sensor mage transactions for access by the back-office system. • Loops • • Cameras • Antenna/reader Lane Controller • Toll Zone Computers • Optical Character Recognition, OCR TP Attachment 2-1, Roadside Toll System Requirements, contains detailed technical specification requirements for the roadside toll subsystem. • 5.3.1 Toll System Project Goals 1/20/2014 Draft v4.5 148 Page-36- SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The roadside toll equipment system should satisfy the following projects goals: • Provides a computerized toll collection system that automates auditing and toll collection • activities; • Provide two-(2) tolled Express lanes in each direction of SR-91, one-(1) tolled Express lane in each direction of 1-15, with a tolled HOV 3+ enforcement lane in each direction only at the main gantry on SR-91; • A system that will be capable of operating any toll lane in a fully automated operation using FasTrak transponders for the free flow of vehicles; • Supplies equipment consistent with the functionality provided on the existing OCTA section of SR 91; • Provides a system that will monitor and control the OR s, reporting, and system maintenance of the toll lanes; • Provides a reliable system with high system availa · • Provides a system capable of expansion to ace • The implementation of equipment suitable f • Provides archival capability to maintain needed by the back-office system. The FasTrak transponder reader equipment shall be shall assist RCTC in obtaining FCC · (s) for the system becoming operational. ompliant. The Systems Integrator on behalf of RCTC, prior to the The Systems Integrator tolling zones. The e ta eq ent for the toll subsystem at the utility building. The Sys utilizin furni gantrie ETTM Inf each Tolling he tolling zone gantry and the associated toll and install oll collection equipment at all the tolling zones vided by the Design-Builder. The Design-Builder will design, ults, pull boxes, service cabinets, foundations, and toll e S s Integrator will review the Design-Builder's designs of design review process to confirm the design and locations for ling zone conduit plans and all supporting components. The Systems lnte urnish a type 334 cabinet for installation by the Design-Builder at the tolling zone. The -Builder will construct a type 334 cabinet foundation and install the cabinet at the approve olling zone gantry location. The Systems Integrator shall identify the locations and required size of the three NEMA 3R enclosures to be installed on the tolling zone gantry by the Design-Builder during the design review process. The Design-Builder will furnish, and install conduits and three NEMA 3R enclosures on the tolling zone gantry to support the Systems Integrator installed ETTM equipment in accordance with the approved design. • The Systems Integrator shall install all tolling equipment at the tolling zone, furnish and install all • cables and wiring between the gantry, the type 334 cabinet, and the TUB as per Systems Integrator's design. 1/20/2014 Draft v4.S 149 Page-37 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Additionally, the Systems Integrator shall install the tolling zone loop detectors; furnish and install the Data Logger camera and its associated cabling. The Design-Builder will provide the foundation and pole for the camera in accordance with the approved design. The Systems Integrator will provide camera mounting adapters for the Data Logger cameras. Coordinate the Data Logger camera pole's top plate mounting details with the Design-Builder to match the camera mounting adapters. 5.3.2.2 Toll Utility Building Equipment Installation The Systems Integrator shall furnish and install equipment in the tol constructed by the Design-Builder to support the roadside toll su equipment and supporting items will be installed in the TUB by . 'ty building (TUB) . The following terns Integrator: • • • • • • • • • • • • • Tolling zone equipment Fiber optics and Local Area Networking equip Uninterruptible Power Supply/Backup Syst Racks for toll and communications equi Fire suppression system Security Cameras Conduits and wiring for power Conduits for toll and communic Cabling and wiring supporting sys point. Telephone s system only. T panel in the TUB. the toll utility building, providing the installation. The toll utility building will -Builder: istribution panel in the TUB that will contain power circuits , and will provide generator backup system with an to the toll gantry site and to the fiber optics communications . These conduits will be terminated at the TUB floor level entry ith a single line voice grade analog telephone in TUB for alarm service will be terminated at the service provider's network interface • Standard electrical outlets mounted on wall surfaces. • Redundant HVAC systems in the TUBs with the capability for automatic shutdown upon activation of a relay in the fire suppression system control panel. The HVAC wiring for the relay connection shall be terminated in a junction box adjacent to the HVAC system. o The HVAC system will have two cooling zones. o The HVAC system must connect to Communications network and supply SNMP information. 1/20/2014 Draft v4.5 150 Page -38 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • The Design-Builder will provide furnish and install conduits and mounting poles for a minimum of two security camera at each TUB. 5.3.2.2.2 Toll Equipment Installation Requirements The Systems Integrator's Work contains the following equipment installation requirements in the TUB: 5.4 • Furnish and install all conduits and wiring for the ETTM equipment in the TUB from the electrical panel to the equipment or equipment racks. • Furnish and install all conduits from the termination points i or equipment racks. • Furnish and install all wiring and cables connecting t equipment in the TUB. • Furnish and install the required telephone instrum all conduits and cabling to extend the service panel. • The Systems Integrator shall design, fu protect the electronic tolling equipmen valve assembly, clean agent, pipe net system, detection devices, strobes and hor system shall contain the requir ean agent fl by 30-foot building with a 10-fo • Furnish and install conduits and junction box to the fire suppressio he TUB to the equipment in the TUB, and install he network interface • Furnish and instal Integrator will p cameras. • ting details with the Design-Builder to match n, furnish, and install all equipment and software required to collect toll revenues for the RCTC Express Lanes. No separ required for the operation of the RCTC improvement project. lanes will b debit for reve system generate 5.4.1 Back Office syst software currently in operation on the OCTA express ne customer account from which both systems transactions will I equipment and software that is required to process the RCTC will be furnished and installed by the Systems Integrator. The Systems Integrator shall furnish and install the additional client and server computer hardware, networking gear and any equipment required to process the RCTC transactions. The additional equipment provided shall be similar in quality and performance as the existing equipment furnished for the existing back office operation. The Systems Integrator shall submit the proposed back office equipment and implementations plans to RCTC for approval at the preliminary design review. 5.4.2 Back Office Subsystem Software 1/20/2014 Draft v4.5 Page-39 -151 • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator shall furnish all software required to process the RCTC toll collection transactions. This shall include the licenses for the existing Revenue and Account Management System (RAMS) software and the development of any new software modifications for processing the transactions generated at the 1-15 flyover toll portal. 5.4.2.1 1-15 Flyover Toll Portal Pricing The back-office software system must be capable of recording express lane transactions at the 1-15 ramp location and matching those transactions by the transponder ID and/or automatic license plate image review to use at the main toll gantry. Since an HOV 3+ lane does not exist on the 1-15 ramp toll gantry, transactions between the main toll portal and the 1-15 must be matched to determine HOV 3+ use and appropriate pricing. Whe ansaction match occurs between two locations, the toll charged for the 1-15 ramp w· applied depending upon business rules attached to the ORCOA and as established II transactions are to be captured and retained. Since it is intended that the 1-15 flyover toll price may an HOV 3+ lane does not exist for the 1-15 flyover, matching 1-15 toll transactions with use at the M main toll, and since ust be capable of to the vehicles toll charge: • main express lanes shall result the time of use. • Upon transit of the main toll g shall be ignored in favor of the 1- flyover, the lower main toll price ·t thru the main toll gantry is via the HOV 3+ lane. • In the case of utiliz· gantry, a vehicl entry. • • • • er first transiting the 1-15 toll e toll policy in effect at time of he main express lane toll gantry shall result e 1-15 flyover. HOV lane prior to transiting the 1-15 flyover 1scounted appropriate to the toll policy in effect nsiting 1-15 toll gantry prior to the main toll gantry and ave their toll discounted appropriate to the toll policy in se of the 1-15 shall indicate one total price for use of the 1-15 ess Lanes toll price. In all cases, the cust s transaction record and invoice shall only reflect the final toll charge and shall not display any separate charges, deducts and/or discounts applied for use of the 1-15 flyover toll gantry during the same transaction trip. 5.4.2.2 Tolling and Toll Schedules The system will be modified to account for the tracking of revenue collection by gantry. 5.4.2.2.1 Reports and Reporting 1/20/2014 Draft v4.5 152 Page -40 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Reports, interfaces and forms will be updated as needed to accommodate the new RCTC extension to the 91 Express Lanes. Existing reports will be updated to incorporate the additional • gantry and toll pricing schedules. 5.5 TOLLL OPERATIONS CENTER INSTALLATION The Systems Integrator shall design, furnish and install all equipment and software that will allow the Toll Operations Center (TOC) to monitor and control all roadside toll equipment. The TOC shall be equipped to monitor the performance of all toll system devices using software applications within the operating program for each device to identify system malfunctions. The system shall automatically log such incidents and send a request for maintenance to the toll systems servers. Systems shall be provided that will also have the ability for t systems including entry and fire as well as temperature a The performance of these systems will be recorded by the 5.6 CUSTOMER SERVICE CENTER The existing customer service center current accommodate the additional staff and equipmen The Systems Integrator shall submit the propo customer service center, and its im entations preliminary design review. 1/20/2014 Draft v4.S 153 to monitor the TUB alarm n of the HVAC systems. intenance computer. Page -41 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 6 TRAFFIC MANAGEMENT SYSTEM The Systems Integrator shall conduct all Work necessary to meet the requirements to design, furnish and install the Traffic Management System (TMS). The primary purpose of the TMS is to collect video data to support incident management and to provide support to variable message signing and the dispatch of towing and emergency management vehicles. The primary components of the TMS are the roadside equipment, consisting of Changeable Message Signs (CMS), and video cameras, and the equipment installed at the Toll Operations Center this is used to monitor and control the roadside equipment. 6.1 CHANGEABLE MESSAGE SIGNS The 91 Express Lanes toll facility will be a two lane per directio in the median of the State Route (SR) 91 freeway. The Expr Changeable Message Signs; three information signs and per day on the toll facility. These signs will be mou median of the SR-91 freeway, at the 1-15 expre information and price signs before entrance to the approved California Department of Transportati the current toll rates. Given the 91 Express L toll rates change based on a pre-determined sche rates are updated by a system control computer loc Express Lanes' Anaheim facility. The Work to be performed the Systems ad running east and west operation will require six igns, operating 24 hours r posts alongside the can see both the also display pre- . e signs reflect tion manag pricing, the rection. The me ages and toll oll Operations Center (TOC), 91 -f-the-art Light Emitting Diode • Furnish six full-matri (LED) technolog~ e s a s, laws, and requirements • tegrates the control and operation of each of • for all CMS and related system elements • inets to house VMS controllers and other • detailed technical specification requirements for the CMS 6.1.1 The Systems lntegrato shall design and furnish the CMS, and the Type 334 cabinet for the CMS installation. The Design-Builder will design and construct the CMS site infrastructure to support the CMS, and install the equipment furnished by the Systems Integrator. The Design-Builder will design, furnish, and install CMS foundation and structures, conduits, splice vaults, pull boxes, power service cabinets, and the Type 334 cabinet foundations at the CMS site. The Systems Integrator will review the Design-Builder's designs of CMS site Infrastructure during the design review process to confirm the design and locations of all components . 1/20/2014 Draft v4.S 154 Page-42 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator will furnish the CMS to be installed by Design-Builder on the support structure. The Design-Builder will construct a type 334 cabinet foundation at the CMS site and install the Systems Integrator furnished type 334 cabinet. The Design-Builder will notify the • Systems Integrator of the date for pick-up of the CMS and the Type 334 cabinets, 42 days prior to the planned installation. The CMS roadside subsystem will communicate with the TOC using the fiber optics communications network installed by the Systems Integrator. The Type 334 cabinets installed for the CMS site shall contain the necessary communications equipment for the CMS to interface with this system. The Design-Builder will provide an electrical power at the CMS sit at each CMS on the roadside. The power service cabinet will contain a transformer, main disconnect switch, and load circ · accordance with Systems Integrator's specification. The Systems Integrator shall furnish and install all cab 334 cabinets, and the power service cabinets · specification. 6.1.2 CMS Toll Operations Center lnstallatio viding 120 VAC service ided at the site, and will rs for circuit protection in n the CMS, the type terns Integrator's The Systems Integrator will design, fur · monitor and operate the roadside CM provided to support the system. During provide the product specifications of se ment and software required to 6.2 · ation and client servers shall be , the Systems Integrator shall cameras to support the traffic management a series of CCTV cameras to monitor the w the TOC to respond as appropriate to eras will be mounted throughout the RCTC s Lanes vide continuous video feed of current traffic cidents. Cameras will also be provided for site security and ystems Integrator for the CCTV Camera Subsystem • irty (30) CCTV cameras for Express Lane monitoring • Provide cam TUB security and CMS verification • Provide equipm nt and software that fully integrates the control and operation of each camera with the existing TOC, • Furnish NEMA 4R cabinets to be pole-mounted by the Design-Builder at each CCTV camera site. • Integrate and test the camera with the existing TOC operation. • TP Attachment 4-1, CCTV Camera Requirements, contains detailed technical specification • requirements for the CCTV Camera subsystem. 1/20/2014 Draft v4.5 155 Page-43 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 6.2.1 Roadside Express Lane Camera Installation The Systems Integrator will furnish and install the Express Lane cameras on poles installed by the Design-Build Contractor. The Systems Integrator will also provide the camera mounting adapters for the cameras. Coordinate the camera pole's top plate mounting details with the Design-Builder to match the camera mounting adapters. The Design-Builder will design, furnish, and install foundations and poles for all ETTM CCTV cameras. As part of the design Work, the Design-Builder's is responsible for identifying the CCTV camera locations and spacing in accordance with the following criteria: 1. Provide full coverage of the Toll Facilities within the Planne 2. ETTM CCTV cameras must not be located within the me 3. Locate cameras between interchanges with other to allow monitoring under structures 4. Must be placed in a location that doesn't requ· o safely maintain the camera The Systems Integrator will review the Desi process to confirm the locations and pole height The Systems Integrator will furnish a N camera pole. The Design-Builder will cabinets, 42 days prior to the planned 1 The Design-Builder will provide all electri service at each site. The transformer, main dis accordance with Syst The Systems lntegra NEMA 4R cabinets, specificatio 6.2.2 review stalled by Design-Builder on the ator of the date for pick-up of the era site, providing 120 VAC at the site, and will contain a akers for circuit protection in ables and wiring between the camera, the in accordance with Systems Integrator's The Sy installed foundations rnish d install the security cameras at the TUBs on poles to provide for a the TUB entrance ontractor. The Design-Builder will design, furnish, and install ity cameras at each TUB. The security cameras will be located obstructed view of all sides of the TUB, including one displaying rrounding maintenance parking area The Systems Integrator ill provide camera mounting adapters for the cameras. Coordinate the camera mounting requirements with the Design-Builder to match the camera mounting adapters. The Systems Integrator shall furnish and install all cables and wiring between the cameras and the TUB. 6.2.3 CMS Verification Camera Installation The Systems Integrator will furnish and install the CMS verification cameras at the six sites on poles installed by the Design-Build Contractor. The Design-Builder will design, furnish, and 1/20/2014 Draft v4.5 156 Page -44 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions install foundations and poles for all ETTM CMS message verification cameras at each ETTM CMS locations. The ETTM CMS verification cameras must be located approximately 100-feet • up-station of the ETTM CMS for clear unobstructed visual verification of the sign message. The Systems Integrator will provide camera mounting adapters for the cameras. Coordinate the camera pole's top plate mounting details with the Design-Builder to match the camera mounting adapters. The Systems Integrator will furnish a NEMA 4R cabinet to be installed by Design-Builder on the camera pole. The Design-Builder will notify the Systems Integrator of the date for pick-up of the cabinets, 42 days prior to the planned installation. The Design-Builder will provide all electrical power at the ca service at each site. The power service cabinet will be provi transformer, main disconnect switch, and load circuit break site, providing 120 VAC he site, and will contain a it protection. The Systems Integrator shall furnish and install all c NEMA 4R cabinets, and the power service cabinets 6.3 TRAFFIC OPERATIONS CENTER, CC The Systems Integrator shall design, required to implement the Traffic Ma roadside CCTV equipment and sys Operations System. The system shall monitors linked to the all CCTV earner where the operator can displ a specific alarm will trigger an indic e oper camera. The TOC oper: ave dir CCTV cameras to activit unauthorized activit In order to a Integrator functio • • of the equipment and software red to monitor and control all the ress Lanes at the existing Toll with the capability of viewing will be located in the TOC computer upon receiving an o tomatically display the nearest trol of the pan/tilt/zoom (PTZ) features of all niters will also observe each TUB for any creen capability for all monitors. • Came • Videos workstations and software ters • Fiber Optic • o~era • MPEG4 video servers • LAN equipment • And other network supporting equipment The Systems Integrator shall submit the proposed TOC system design for approval by RCTC during the design review process. The design shall meet the following requirements: 1. Users shall have the ability to view and control all permitted applications from any workstation connected to the system. 1/20/2014 Draft v4.5 157 Page-45 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 2. Have the capability to size, display, and control any number of video sources, any common operating systems, with full keyboard and mouse control, without resolution limit, up to the full combined screen resolution . 3. Provide dynamic scaling and display placement of content on the LCD wall displays, and other LCD monitors. 4. Be able to control and display all streaming video sources within the TOC via the local area network within the TOC. 5. Have the ability to Crop and Zoom. These image manipulation features shall be available for any network source. 6. The system shall be capable of placing any input video source at any location on the LCD wall displays or other LCD monitors. The system shall have the ability to split any single LCD m displays or other LCD monitors, into 4 different input video 6.3.1 TOC Facility Upgrade The existing TOC will be expanded to accom manage traffic on the SR-91 CIP Expres telecommunications lines will be provided but t same. To accommodate this expansion, the existin Requirements for the upgrade Work ar etailed in S 6.3.2 TOC Installation s necessary to rdware and I remain the The Systems Integrator shall equipment in the TOC. T by the Systems lntegr displays shall be m Integrator shall sub all all the CCTV monitoring isplays shall be accomplished anufactur r's requirements. The flat panel ce with the approved plans. The Systems ·on for approval by RCTC during the design review process . 1/20/2014 Draft v4.5 158 Page -46- SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 7 ETTM COMMUNICATIONS NETWORK The Systems Integrator shall design, furnish and install the ETTM Communication Network with • redundant routing capabilities and enough bandwidth to meet the operational requirements of the SR-91 GIP Express Lanes. A fiber optic communication network shall be used in the ETTM System. The Systems Integrator shall perform the following: • Design and construct a fiber optic communications network to serve all of the Toll and TMS elements along the Express Lanes. • Provide fiber optic communication cables connecting the TOG will all of the roadside elements. • Provide fiber optic communication cables for CCTV vi between all roadside elements. d data communications • Provide single-mode fiber optic communication c allow 25% unused fiber cable capacity for future • Provide fiber optic splice closures and tray network. • Propose solutions to achieve design operational, and maintenance requireme • The communications network shall pro · (CCTV) surveillance, toll transaction The Systems Integrator shall pr communications network. This network network in use at the existing TOG. The c following requirements: • • d modems for the al, technical, real-time closed circuit television rist information display devices. erational, and maintainable the in-place communications all meet, at a minimum, the • ating in rain and wind conditions and in ed in the roadside area 7.1 The E 8 Inland provide for t Center. The connecting to the 7.2 icatio twork shall provide connections to the Caltrans District ement Center. Two (2) fiber optic strands will be utilized to eo and data signals from the TOG to the Traffic Management or will coordinate with Caltrans the cable splice points for r optic network. The fiber optic network should be designed for backup data communications with all TUBs via a T1 connection to the TOG facility in Anaheim, CA. The Systems Integrator will extend the required fiber optic network cables to the east most CMS site. The demarcation point must be inside the CMS control cabinet located at this site. This backup data connectivity is designed for toll revenue and license plate image data only, not CCTV. To support expansion two T1 should be implemented connecting to the Data Center. 7.3 COMMUNICATIONS SYSTEM INFRASTRUCTURE 1/20/2014 Draft v4.5 159 Page-47 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator shall install the fiber optic communications network in the cable plant infrastructure consisting of conduits, splice vaults and pull boxes. The Design-Builder will furnish and install the ETTM System fiber optic communications network cable plant infrastructure. The installed infrastructure will include conduits, splice vaults, pull boxes, vaults, foundations, service cabinets, electrical service, and all other appurtenances required to provide connectively to all the ETTM System components. The ETTM System fiber optic communications network cable plan infrastructure will include one 4-inch conduit, reserved for the ETTM fiber optic communications cables. The conduit will be provided with four 1-inch innerducts. For the cable plant infrastructure, the Design-Builder provide splic ETTM System field components sites (CMS, CCTV, Tolling Zo strand breakout and splicing. The Splice vaults be 60-inch nominal inside dimensions and conforming to the provisio Its adjacent to all of the try, etc.) to facilitate fiber 0-inch (W) by 30-inch (D) n 86-2.06, Pull Boxes, of ided for all longitudinal 1, 000 feet along the ·11 conform to the the Caltrans Standard Specifications. Additionally, pull bo and lateral conduit facilities. The pull boxes will be i length of the ETTM System fiber optic commu · provisions in Section 86-2.07, Traffic Pull Boxes, The Systems Integrator will review the Desig process to confirm the locations, quantity an sign review cable plant infrastructure components. 7.4 FIBER OPTIC CABLE The fiber optic cables installe optic cable systems used · cable shall meet or exc current standards: 1. 2 proc rable with the existing fiber ns fiber optic systems. The n requirements and be compliant with iecor), Altos type, depressed clad fiber D- are placed inside an extruded loose tube und to pre t water ingress. The loose tube shall be 0.120 for the fibers to be insulated from outside shock and stress. d, and consist of a single filler of polypropylene that is central strength member. The central strength member pansion coefficient similar to the optical fibers. The stranding ist to the optical fibers similar to the planetary type strand. 3. The inte with a floe in a Mylar ta etween the buffer tubes and the central member shall be filled nd to prevent entry of water. The stranded core shall be wrapped d longitudinally and held by a binder tape. 4. The wrapped co e shall be contra helically served with aramid yarn to provide annular strength for installation and long-term stress relief of the cable. The aramid yarn shall be flooded with flooding compound to prevent water ingress. Over this a first [or Core] jacket of flame retardant liner low-density polypropylene shall be placed. A ripcord shall be supplied under the inner jacket to aid in removal. 5. Over the first jacket a second, contra helically served layer of DuPont Kevlar Aramid Yarn shall be applied. Over this shall be applied a pressure extrusion of flame retardant linear low density jacketing compound such that the inner and outer jacket and DuPont Kevlar are bonded. Two ripcords shall be supplied under the outer jacket to aid in removal. 1/20/2014 Draft v4.5 160 Page -48 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 6. Fiber optic cable shall be designed to a tensile strength level of 3600 Newtons [800 lbs.] for installation, and meet the EIA FOTP-455-85 requirement for 10 cycles. 7.5 FIBER OPTIC CONNECTION COMPONENTS 7.5.1 Indoor Patch Cords For indoor patch cords used in the fiber optics network, the Systems Integrator shall meet the following requirements for single-mode fibers: • Indoor patch cords shall not be armored. • Single mode patch cord jackets shall be yellow, 3 mm (0 have aramid strength members, and yellow boots. • Patch cord fibers shall have a secondary buffer from • Patch cords shall be individually constructed. • Patch cords shall not have factory fusion fiber • Patch cords shall have ST connectors. • Boots shall be glued to the patch cord j 7.5.1.1 Splice Panel Components The Systems Integrator shall provide following requirements: • Offer a combination • Compatible with • • ches) outside diameter, • • available to accommodate a 23-inch rack the front and back of the front plate and the • mounting • and buffer tube lengths with bend radius control on the The Systems lntegr following requirements. I provide patch panels as needed. The patch panels shall meet the • Allow for single fiber maintenance access with dust covers or caps • Constructed of high-strength aluminum • Equipped with metal doors with Plexiglas windows • Available in 12, 24, 48, 96 and 144 termination capacities • Front loaded • Designed for a 19-inch EIA rack with brackets available to accommodate a 23-inch rack 1/20/2014 Draft v4.S 161 Page-49 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Hinged on the left front side allowing access to both the front and back of the front plate and the interior of the panel • Provide for pigtail storage • Provide for 5-inch recess rack mounting • Equipped with designation labels 7.5.2 Splice Closures and trays 7.5.2.1 Splice Closures The Systems Integrator shall enclose fiber optic cable field splices · organizer trays, brackets, clips, cable ties, seals and sealant. for direct burial or pull box applications. Install splice closure · installation instructions. Splice closures shall conform to th • Non-filled thermoplastic case • Rodent proof, water proof, re-enterable an • Expandable from 2 cables per end to 8 • Cable entry ports shall accommodate 10- • Multiple grounding straps • Accommodate up to 8 splice t • Suitable for "butt" or "through" c • . lice closures with splice closures shall be suitable ance with manufacturer's ecifications: The Systems Integrator splice vaults. The S closures. Perform Ii mount splice closures to side walls of Splice tr radius trays System may be tr the quality of splices prior to sealing splice efore sealing splice closures. minimum of 12 fusion splices and allow a minimum bend rater shall loop individual fibers one full turn within splice shall be unstressed when located in final position. The e bu ubes near entrances of splice trays. Splice tray covers shall conform to the following: • Aecom usion splices • Place no st pleted splices within the tray • Stackable with ap-on hinge cover • Buffer tubes securable with channel straps • Accommodate a fusion splice with the addition of an alternative splice holder • Be labeled after splicing is completed Only one splice tray may be secured by a bolt through the center of the tray in fiber termination units. Secure multiple trays per the manufacturer's installation instructions. • 7.5.2.3 Splice Protection 1/20/2014 Draft v4.S 162 Page-50 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator shall mount all splices on the splice tray. Polyethylene tubes protect the fibers and ethylene vinyl acetate sleeves with stainless steel rods protecting the splices. Vinyl • markers shall identify each fiber in the closure. 7.6 FIBER-OPTIC CABLE INSTALLATION The cable installation for the ETTM fiber optic communications network shall conform to Caltrans Standard Specifications. The Systems Integrator shall calculate the expected tension on fiber-optic trunk cable and pulling strap prior to installing trunk cable in conduit runs. The tension in the cables shall not exceed the manufacturer's recommendation. The Systems Integrator shall distribute the pulling force between the inner strength member and the agamid fibers by securing both to the main pulling device. The Systems I ator shall use a "break- away" type pulling attachment to protect against over stressin . The Systems Integrator shall not use a cable grip that pulls only on the outer jacket t er-optic cable. Damage to the cable from any source or exceeding the manufacturer's ded tensile strength limits or cable-bending radius is cause for the cables to be rejec tegrator shall ensure a minimum loaded bend radius of 20 times the outside d" ter. 7.6.1 Air-Assisted Fiber Optic Cable lnstalla · The Systems Integrator may use air-assisted c installations. The Systems Integrator shall ensure t pressure-tight splices by performing th !lowing: • Sealing one end of the duct an • • For high-speed air b that it does not ha outer diameter of the that the duct is not c perform in methods for t fiber cable system is properly installed with a sealed blowing machine shall end-cap the front end of the cable so ntegrator shall use proper air seals to fit the ems Integrator shall clean, dry, and prove he Systems Integrator shall prove this by • ugh the duct to establish the duct is not crushed . • • If exc dirt is e • Dry the due rough the duct at a high pressure. The foam shall travel mes from the duct, repeat the process until minimal water and For high-speed air mac ines (no missile), the Systems Integrator shall inject the recommended amount of approved lubricant in accordance with the installation instructions, and spread it with a foam carrier. For piston-type machines, the Systems Integrator shall inject the majority of the lubricant in front of the missile with some placed behind the missile. The Systems Integrator shall hook the blowing machine to the duct. For push/pull machines, the Systems Integrator shall attach the piston to the cable and insert the piston into the duct. For high-speed blowing machines, the Systems Integrator shall hand push approximately 100 feet of cable into the duct prior to activating the machine. 7.6.2 Fiber-Optic Cable Splicing 1/20/2014 Draft v4.S 163 Page -51 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator shall splice fiber-optic cable as part of the fiber-optic pigtail termination. The Systems Integrator shall only fusion-splice the fiber-optic cable. Cable splices shall only be allowed with the approval of RCTC and only at the location specified and then only when there are no practical alternatives. Splices shall be made only in cabinets and splice vaults using approved splice closures. The Systems Integrator shall strictly follow the fiber-optic cable manufacturer's methods, recommendations, materials, and techniques for splicing. The Systems Integrator's splicing equipment shall be in good working order, properly calibrated, and meet all industry standards and safety regulations. The cable preparation, closure installation, and splicing shall be accomplished in accordance with industry standards. To minimize mechanical stress and splicing locations, cables shall be trained into final position observing minimum bending radii of the cable of not less than 20 times the diameter of the cable or as per the manufacturer's requirements, whichever is greater. Clea ss and freedom from contamination shall be strictly observed with respect to splicing als and joint construction. Upon completion of the splicing operation, the Systems I tor shall deposit all waste material in suitable containers, remove from the job site, an 7.6.3 Fiber Optic Connection Components Fiber optic connection components may be nee ETTM communications network. The System specified components in the following sections. 7.6.3.1 Indoor Pigtails Indoor pigtails shall be required for connecting to patch panels for fiber splic1 ting armored pigtails, and for e termination points. The connector shall 568-B. lea vi perm a Systems overall sche position, etc. C shall have the optical parameter requirements of TINEIA- tify all fiber-optic cable whenever the cable is entering or and at all terminals. The Systems Integrator shall use fastened securely to the cables for identification. The cable esignations that consistently conform to the accepted dicate location, circuit, device, cable number, terminal branch, rs shall be used by the Systems Integrator. The outer jackets with manufacturer's identification, date of manufacture, and 7.7 OUTDOOR FIBER SPLICE CLOSURE INSTALLATION The Systems Integrator shall install sufficient desiccant (packaged silica) in the closure to reduce possible damage from moisture. The Systems Integrator shall bond all fiber-optic cable shields in fiber-optic splice vaults to the ground lug of the outdoor fiber splice closure. The Systems Integrator shall bond a sheath grounding unit conductor to the ground lug of the splice closure and the other conductor to the outside ground rod. The Systems Integrator shall mount the sheath grounding unit to the inner wall of the vault along the upper half. The Systems Integrator shall use a ground strap to connect the two grounding posts to electrically tie them together. Non-oxidizing coating shall be applied to all connections. The Systems Integrator shall 1/20/2014 Draft v4.5 164 Page-52 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions tape the fiber optic cables together as necessary near the outdoor fiber optic splice closure and throughout the slack length. 7. 7 .1 Mounting Splice Closure in Vault The Systems Integrator shall mount the furnished and installed outdoor fiber splice closure in the splice vault. Mounting of the outdoor fiber splice closure shall require a bracket to be constructed to fit the opening to the splice vault. The bracket shall be constructed so that the bracket and closure cannot fall into the vault. The bracket shall remain long enough to rest on the vault lid ledge. The objective of this bracket shall be to keep the splice closure off the floor of the vault. The Systems Integrator shall construct the bracket as follows: • The main support member shall be placed 1/8 inch under by 1.5 inches variable-length "C" channel and may holes. The length dimension will vary with the diam • The ends of the main support member shall h inch steel 1.5 inches wide. The "Z" brackets cover. • The outdoor fiber splice closure shall be stainless-steel cable. 7.8 COORDINATE WIRELESS CO The Systems Integrator shall ensu communications shall not interfere or a electronic equipment existing at the time Facilities Agreement, Seer ) dated 1/20/2014 Draft v4.5 165 ault opening and is 1 inch rated with web-centered ith 0.125-inch orary or permanent wireless ·on of any Caltrans' roadside ireless equipment. See Toll . Page-53- • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 8 TOLL FACILITY UPGRADES The Systems Integrator shall perform services necessary to support the upgrade and modification to existing OCTA SR-91 Express Lane facilities which will accommodate the operation of the RCTC SR-91 Express Lanes. These facilities include, as a minimum, the Toll Operations Center (TOC) and administrative offices in Anaheim, the Customer Service Center (CSC) in Corona, communications system conduit network, and any other infrastructure that will require modifications for the toll operations. The services performed will include providing the facility modification requirements and inspection of the facility upgrade construction, and the installation of equipment to support the ETTM System. 8.1 TOLL OPERATIONS AND CUSTOMER SERVICE CENTE The existing TOC, Anaheim administration area, and CSC f accommodate the additional staff and equipment necessa CIP Express Lanes. As a part of the ETTM system de · the recommendations for the needed facility up Integrator shall provide the space and power r systems. Upon RCTC approval of the rec requirements will be provided to the facility upgrades. RCTC will coordinate with the TOC a the facility upgrades and modification upgrade and modification work at these • Modifications to buil · • Upgrades to pri • • Furnishing a • • • ill need to be modified to and manage the SR-91 integrator shall submit ·ans. The Systems equipment and modification the facility ent to construct and implement stem Integrator. The facility llowing: • viron tal systems to support the ETTM equipment • nstruction activities to maintain site security and oversight de work with OCTA and the building management, and monitor on work. Upon completion of the facility upgrade construction and equipment installation by the building management, the Systems Integrator will participate in a facility turnover inspection to confirm that all physical, functional, construction and installation requirements have been completed in accordance with the design and the Systems Integrator provided requirements. The Systems Integrator will inspect facility upgrades performed by contractor, identify any discrepancies related to the completion of contractor's work and communicate such discrepancies to RCTC or its designated representative. The Systems Integrator will provide acceptance of the Work including Punch List items, and upon acceptance, the facilities will be released to the Systems Integrator for its installation and integration work . 1/20/2014 Draft v4.5 166 Page-54 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 9 DESIGN REVIEW PROCESS The Systems Integrator will conduct a comprehensive program of design reviews and submittals • shall be conducted for all aspects of the project. Three design reviews shall be held: Conceptual, Preliminary, and Final. For each of these reviews, a series of documentation and demonstrations shall be submitted to RCTC for review and approval. The design review documentation shall provide information on all ETTM subsystems including: • Toll System, Roadside and Back Office Subsystems • Traffic Management System • Changeable Message Sign Subsystem, Roadside and TOC • CCTV Camera Subsystem, Roadside and TOC Equipm • Security Camera, Roadside and TOC Equipment • Communications Network, Roadside and TOC Su • Toll System Facilities 9.1 DESIGN REVIEW REQUIREMENTS Design review meeting RCTC for review and design review meef Subcontractors and 9.2 rater conducts presentation entation, the Systems Integrator ils. During these design review · em assigned to an individual for s identified during the design in Section 2.1.6. t ms Integrator and submitted to r days after each meeting. Attendance at s of the Systems Integrator and appropriate ns, no later than 30 calendar days prior to Systems In rater shall submit the required copies of the aining the required submittals covering information to be "ttals to be reviewed at each design review meeting shall elow and items identified during the Contract Start-up The Conceptual De iew (CDR) meeting shall be scheduled by the Systems Integrator. The purpose of the C is for the Systems Integrator and RCTC to coordinate their activities, for the Systems Integrator to present its intended design, and to identify Design-Builder interface requirements. Approval of all CDR submittals by RCTC is a prerequisite to proceeding to the Preliminary Design Review. The Conceptual Design Review shall cover the following topics. • Scope of Project Interaction with Design-Builder • Conceptual information on proposed equipment design, configuration and layout. • System architecture 1/20/2014 Draft v4.5 167 Page -55 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Interface requirements between Design-Builder provided infrastructure and the ETTM System. • Systems integration requirements • Hardware, specifications and integration • Software and database design • Performance Standards • Express Lane operations and maintenance requirements. • Information and decisions required from RCTC. • Requirements trace matrix 9.3 PRELIMINARY DESIGN REVIEW Upon reaching agreement with the design concepts at th prepare preliminary design drawings, documentation, RCTC. All draft documents from CDR will be u information and submitted for review at PDR. PDR review no later than 30 calendar days prior to review submittals, a Preliminary Design Revie Systems Integrator. As a minimum, the PDR documentation shall includ 1. Purpose and Scope: A brief de 2. 3. Systems Integrator shall view and approval by re detailed design I be submitted for iminary design offices of the ing conformance to each ion section . 4. Design Descrip · design and · description, material shall elude th subsystem description, detailed erformance, functionality and operational cable and equipment identification. Bill of ce or long lead items clearly identified. 5. Equip M description of any hardware and software 1 Express Lane equipment. 6. ntify all required interfaces with other communications and nd subsystems. To include: en performed under the Systems Integrator Contract and Contract. n the subsystems defined under this Work. • all external interfaces, including those to facilities and equipment prov1 the rs. • Provide necessary Interface Control Documents 7. Equipment List: Submit a table or list of model and part numbers for all proposed equipment and materials to be used for individual subsystems. The table or list shall be grouped for each subsystem with functional descriptions of equipment or material included. Manufactures' cut sheets shall also be included. 8. Product Data Sheets: Submit product information in sufficient detail to determine if the component meets the requirements. Data sheets also must include environmental operating conditions . 9. Systems Integration: Identification and description of all major systems integration activities describing techniques, methods, schedule, duration and procedures. 1/20/2014 Draftv4.5 168 Page-56 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 10. Certifications and Registrations: The Systems Integrator shall provide a copy of all the required certifications, licenses and registrations as outlined in the subject subsystem • sections. 11. Drawings: Electrical, mechanical, block and functional diagrams with corresponding parts list. 9.4 FINAL DESIGN REVIEW The Final Design Review (FDR) shall take place when the design is essentially complete, and as scheduled in the project schedule. The FDR is to provide the opportunity to review, revise, and agree on the details of the final design prior to release of the de · ns for manufacture. FDR submittals shall include finalized submittals of all required drawi ocuments, and data. All documents that are revised from the PDR will be submitted fo . FDR documents must be submitted no later than 30 calendar days prior to the FDR. ipt of final design review submittals, FDR meetings shall be held at the offices of th grater. At a minimum, the FDR documentation shall include 1. Agency approved and updated versio materials. Updated material shall repre product and component level parts list, dr for construction. All the new and revised design review . ns; detailed g and interface tails required f the subsystem PDRs shall be marked with revision bars to r e changes. 2. Updated product submittals for which product submittals were not previously s 3. Complete Drawing index. 4. Complete cable i 5. 6. 7. 1/20/2014 Draft v4.5 installed, modified, upgraded, or figuration, and switch settings. ed when the final issues regarding the design of the system esolved, all open design issues have been resolved and agreed on the final system design. Any changes after by change control board and RCTC review and written 169 Page -57 - • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 10 SYSTEM TESTING The Systems Integrator shall plan for, perform, monitor, and document all tests required to prove the design and acceptability of the ETTM System, including all elements, subsystems, and the system as a whole, furnished under this Work. The Systems Integrator shall furnish ETTM equipment that meets the criteria specified for all tests. Testing shall not commence until all design affecting the respective equipment and relevant to the stage of the design has been approved by RCTC, and RCTC has approved all related testing procedures. The testing shall be provided for all ETTM equipment. RCTC may require the Systems Integrator to submit proof of test ace time that is subject to testing in accordance with the requireme Work. A statement by the contractor, manufacturer, or supplier substantiating evidence, shall not constitute adequate proof o tability of any item at any ring the duration of this item, without appropriate bility, unless approved by e of the following to be RCTC. Appropriate substantiating evidence shall include determined by the RCTC: 1. Testing witnessed by RCTC or designated r 2. Testing performed by an independent te 3. Results of Testing performed in accordan 10.1 TEST PLAN The Systems Integrator will prepare a full integration of the ETTM system. documented functional requirements, the documents are met by th nt and testing activities will be commence only upo that will be conduct 1. 2. 3. all hardware, software, and the veloped to confirm that the tion, and the other contract The test plan and subsequent r three d1 net phases. Each test phase will the previous phase. The three test phases following order, are presented below: scripts documente and scripts wil ible for developing comprehensive test plans and test stem development meets all of the system requirements sign and contained in the contract documents. The test plans approved by RCTC. will be closely adhered to during each phase of equipment and system testing. At the mpletion of each test phase, Systems Integrator will submit final test results to RCTC for final approval. RCTC's GIP program manager, or designated representative, will review the test results. Tentative dates for conducting the various tests will be included in the test plan document. Reasonable modifications to these dates may be permitted during the course of the work by RCTC provided a written request for such change is made at least two weeks prior to the revised test date. Change approval, if granted, will be in writing, by RCTC. 10.2 TEST REPORTS 1/20/2014 Draft v4.5 170 Page-58 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Test reports shall be prepared in accordance with the test plans and test scripts, and signed by all responsible witnessing parties. The test reports shall be submitted to RCTC for review within • two weeks of completion of testing. Inspection reports, test certifications, and test reports shall be signed and certified by the Systems Integrator's authorized Quality Assurance and Quality Control (QA/QC) representative. The QA/QC representative shall submit periodic inspection reports identifying participating personnel; equipment, material tests, results, and defects. Such reports shall be signed and certified by the Systems Integrator's authorized QA/QC representative. Inspection reports, test certifications, and test reports shall pay special attention to any test cases where a failure occurred and how it was resolved. Togethe · results, any re-testing, regression testing, procedure modifications, software fixes and ent changes (if required) should be detailed. 10.3 TEST WAIVER REQUESTS At RCTC's sole discretion, qualification or other tes the Contractor and sufficient written proof that tests. Waivers shall be considered approved the Systems Integrator. The Contractor shall i requested prior to the Conceptual Design Review, the requested waiver. Requests for · ers and ac must be submitted for RCTC approva tests will no change order will be issued should. aived RCTC does not relieve the Contractor of "tten request from passed similar CTC notifies The Systems lntegr meets all the requ testing requirements ting to demonstrate that the ETTM system ogram will include environmental and unit The quipment test results including equipment environmental he test waivers provided by the manufacturer. The intent of uni will be conducted at the Systems Integrator's facility, is to allow the Systems lnteg nclusively represent that the ETTM equipment, subsystems, and overall system com with the system functional requirements. Unit testing should be successfully completed prior to commencement of on-site equipment installation, system integration, and field testing. Equipment and/or system failures that are encountered during performance of the unit tests will be resolved, retested, and acknowledged as being resolved by the Systems Integrator. • It is possible that certain components that comprise the overall ETTM system may not be available during unit testing. The test plan will indicate those components that will not be able to be verified during performance of the unit tests. Where applicable, Systems Integrator will • attempt to simulate the missing components to represent a fully functioning system. 1/20/2014 Draftv4.5 171 Page -59 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Components used in the unit testing will be production models, which would otherwise be suitable for installation in the ETTM system . Unit testing is the culmination of the design, development, fabrication, and pretest of the ETTM system equipment, subsystems, and overall system. Performance of unit testing may be witnessed by RCTC. The Systems Integrator will prepare detailed test scripts that will be used as the basis for the unit tests. Unit testing scripts will cover test setup, step-by-step procedures, and predetermined expected results. Unit test scripts will be submitted and approved by RCTC prior to commencement of unit testing. Scripts will be submitted for review and approval no later than 30 calendar days prior to scheduling of the test. The following are recommended features of the ETTM syst demonstrated during unit testing: • • • • • • • • • • • • • • • Conduct equipment power-up tests; Verify initialization; Verify data integrity (no loss of data); Verify diagnostic messages; Introduce failures and threats; Test degraded mode perform Confirm proper ass · · Conduct tolling reconciliation reports; MMISSIONING TEST The On-Sit ommissioning Test (OICT) will be comprised of equipment, subsystem, an sting of the ETTM system installed in final configuration. The purpose of the 0 1de both the Systems Integrator and RCTC with a mechanism for verifying and docu uccessful system performance throughout the installation process through approval of commissioning. Testing procedures and scenarios, which will be developed by Systems Integrator and will be subject to RCTC approval, will be built upon the previously utilized unit testing scripts and test steps. At the subsystem and component levels, the OICT will cover installation checkout and performance verification at each applicable location throughout the ETTM system. At the system-wide level, the OICT will also cover end-to-end testing that represents a fully integrated and functional ETTM system with all subsystems and components successfully integrated on- site. The intent of end-to-end testing during the OICT phase is to ensure readiness for the subsequent tests. This testing will also verify all interfaces to other systems such as CSC and TOC. 1/20/2014 Draftv4.5 172 Page -60 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Systems Integrator will prepare detailed test scripts for the OICT. OICT scripts will be designed to verify the equipment installation and field configuration and adjustments are optimized, and to • confirm that the subsystem and/or component(s) are ready for operation on the CIP project. Once completed, the commissioning testing can commence. The tests to be performed will be defined in the Systems Integrator's test plan and test scripts. The detailed test scripts and scenarios of the test plan will be submitted and approved by RCTC or its representatives 30 days prior to commencement of any of the specific tests. Performance of the various tests will be witnessed by RCTC with acknowledgment of scenario success, failures, or potential system or equipment threats. The commissioning portion of the OICT will be conducted in or readiness of the system prior to revenue service. Testing acf tests will include complete end-to-end testing of all fun · represent the operational d scenarios during these operations of the ETTM system. This testing will involve simulated traffic and te c ensure that all of the op a comprehensive tern has met each stated requirements are effectively met. The System grater will requirements trace matrix and confirm, in writing to , that the tollin and every stated requirement. Any failures that are encountered during the com defect that exceeds the Quality Gate criteria iden retested before completion of OICT. 10.5.1 System Commissioning Plan Approximately sixty (60) cale Integrator shall submit a system commissioning at the time of commi • • • issioning date the Systems • addressing the procedures for all define e steps necessary to assure that e fit and ready to enter revenue service. gy and process required for going live with ing: commissioning team and their responsibilities; ps required to process real toll traffic, including their e or zation/individual responsible; duration and staffing for the system monitoring that is to be mmediately following the opening to traffic; The commissionin later than 30 days Systems Integrator sh entire system. e identified by the approved CPM schedule and shall not be any o opening day. As a result of the ETTM system inspections, the provide a letter to RCTC certifying the operational readiness of the 10.6 FINAL ACCEPTANCE TEST The final phase of testing of the ETTM system is the Final Acceptance Test (FAT). This test will serve to closely monitor the performance of the ETTM under live traffic operating conditions once the Express Lanes are open to toll-paying vehicles. Activities during this period of • monitoring will include all necessary scripted test documentation and unscripted ad-hoc tests as well as monitoring of day-to-day functions of the ETTM system, including the operation of the 1/20/2014 Draft v4.5 173 Page -61 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions equipment at the three tolling zones, the operation of the back-office traffic management at the back office, the interface to the customer service center, etc . The FAT will be conducted over a 30-day period in compliance with contract system requirements. Throughout the 30-day monitoring period, any system problems, errors, failures, or malfunctions that are not in compliance with the contract requirements will be categorized based on level of severity. The four levels of severity to be considered are: • Severity 1 -Hardware or software or component or process that is critical to the operation of the ETTM does not function and there is the possibility of loss of revenue and/or loss of data for which no workaround exists. • Severity 2 -Hardware or software component or process is no risk of loss of revenue or data; however, there is t oes not function. There sibility of negative impact to patron usage for which no workaround exists. • Severity 3 -Hardware or software system or pr functionality and/or impedes the operation o collection of revenue or negatively impact t exists. • Severity 4 -Hardware or software com functionality and/or is "cosmetic" in natur patron and RCTC, such as a failure of up to any other component failure th es not hav not have a viable work around. Severity 1 • One (1) i • s ailur , es not meet the design does not affect the ich no workaround t the design sparent in nat to both the cameras, or punch-list item, or redundant system, or which does umber and type of severity act of each of the severity resolved, the 30-day test is pped. Once the problem is resolved, the 30-day test will on which it left off. Once the problem is resolved, the operate without flaw for seven consecutive days, which may est period. • Milestone ents regarding the balance of the 30-day test will be withheld. A partial payment equivalent to the percentage complete will be eligible for payment. Severity 3 • Does not indicate a failure of the 30-day test. • The 30-day test is stopped. Once the problem is resolved, the 30-day test will resume from the point at which it left off. Once the problem is resolved, the fix will operate without failure for a minimum of seven consecutive days, which may extend the 30-day test period. • Milestone payments will continue to be paid to Systems Integrator . Severity 4 1/20/2014 Draft v4.S 174 Page-62 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Does not indicate a failure of the 30-day test. • The 30-day test is not stopped. The problem is resolved in a timely fashion. • Milestone payments will continue to be paid. All ETTM hardware and software will be carefully tested. Verification that all reported problems have been resolved will be obtained using several methods, including event logs, service call logs and other additional information that can be gleaned from system-generated information maintained by Systems Integrator or other data sources. Daily status meetings will be scheduled during the 30-days of monitoring to ensure that RCTC and the PCM consultant are fully aware of all system and equipment failures, and the meetings will provide a forum in which RCTC and Systems Integrator staff can review system/equipme failures and classify the severity levels. 10.6.1 System Performance Test Also during the FAT period, the system performa Integrator. This phase of the testing will measure Subsystem. The criteria to be used for the perfor 11.8 of this document. 1/20/2014 Draft v4.5 175 red by the Systems of the ETTM Toil Page -63 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 11 SYSTEM IMPLEMENTATION This section provides guidelines for the Work performed by the Systems Integrator during the implementation Electronic Toll and Traffic Management (ETTM) system. The Work requires the creation of a System Deployment Plan by the Toll Systems Integrator. The ETTM Deployment Plan shall provide the details of the planned installation of the ETTM roadside, Traffic Operations Center (TOC}, and ETTM back-office system and subsystems, including training, and manuals. The Systems Integrator will develop an ETTM Deployment P schedule and overall management approach that will be installation and go live activities are performed correctly. T at clearly describes the nted to ensure that the s Integrator's deployment plan will include all required information regarding their software and system installation and deployment pr be used. 11.1 SYSTEM DEPLOYMENT PLAN The ETTM system installation shall deployment plan. A detailed deploym Installation Plan shall include, but not n • Installation managem • Control of the wo • • Subcontrac • Activities by w • Sub • • • a ocess. naging the equipment, rocedures that will dance with an RCTC approved d by the Systems Integrator. The e following: • • for system maintenance prior to Opening Day rations at the existing TOC and CSC Additionally, the eq nd software deployment techniques that will be used on the ETTM Project by the Syste ntegrator should be clearly defined in the plan and, if accepted by RCTC, will be applied to all the equipment, subsystem, and software installations. Specific step- by-step sequenced scenarios for the installation of roadside, back office and customer service center equipment will be provided by the Systems Integrator, combined with the installation planned schedule of these various activities. The objective of requesting that the Toll Systems Integrator present the information in this manner is to provide clear and concise details concerning specific installation requirements, techniques and required coordination with the Design-Builder, and the existing CSC and TOC. The installation schedule will be a sub-schedule of the Systems Integrator project schedule. The installation plan schedule will be consistent with the overall project schedule. 1/20/2014 Draft v4.5 176 Page-64 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The following simplified sequence of deployment activities will be performed by the Systems Integrator. The detailed installation plan schedule, which will be provided by the Systems • Integrator, will show the individual tasks associated with the installation of equipment for each subsystem. 1. Pre-Installation Activities as follows: 2. 3. 4. • Verify civil and conduit work. • Work with the PCM consultant and the Design-Builder to finalize the installation planned, installation schedule and other deployment documents. • Ensure that all safety procedures are in place. • Secure Caltrans encroachment permit. Roadside equipment and Installation as follows: • Antennas and readers . • Tolling Zone Lane controllers . • Vehicle Detection System (VOS) equipme • Changeable Message Signs (CMS) • Toll Utility Building ETTM equipment • Closed Circuit Television (CCTV) Eq • Communications network fiber optic ca • Other equipment as identifi in the Contr Facility Installations as follows: • • • • • • ETTM back office hardware TOC facility hardware and soft Customer Serv· Interface to Other eq · deve ped with the understanding that the Systems Integrator he work without having exclusive or uninterrupted access to the 11.2.1 Installation Safety During the equipment and system deployment process, job safety will be of paramount importance at all times for everyone who might have access to the roadside and ETTM equipment. All Systems Integrator personnel, before being allowed to provide direct installation support, will comply with all safety and drug-screening requirements established by RCTC. The Systems Integrator staff working on the installation phase of the ETTM project will also • participate in an RCTC-approved safety orientation session. The Systems Integrator installation • staff is also required by RCTC to use the following personnel safety equipment: • Hard hats; 177 Page -65-1/20/2014 Draft v4.S • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Eye protection; • Steel-toe boots; • Reflective safety vests, and • Fall protection. All Systems Integrator and subcontractor installation personnel will be provided with RCTC safety requirements to ensure that they are familiar with the various on-site job safety requirements. The Systems Integrator will also provide weekly safety briefings that involve all Systems Integrator and subcontract personnel to confirm that they are adhering to RCTC safety requirements. The Systems Integrator will be required to develop, bmit for RCTC approval, and periodically update a general safety plan. This plan will be a to ensure the safety of all involved installation personnel, as well as motorists and pe s near or approaching the work site. 11.2.2 Code and Industry Standards All applicable codes and standards will be ad periodically check to confirm that all requir Integrator. 11.2.3 Installation Planning As described previously in this docume the Systems Integrator, sub · ed to RCT are subject to approval progress of detailed t provide a separat during the Systems Systems lnte he Systems hedule will be developed by ically updated. Any changes ed on a weekly basis with the e format. This schedule will be formatted to week look-ahead feature that will be used kly progress and planning meetings. The inate all work with other ETTM contractors efforts can be accomplished as quickly as The System concerns durin be saved as a fal be focused installations. make every effort to plan for weather delays and productivity nditions. For example, some of the work at the back office could n bad weather occurs. The emphasis during good weather should ork, including gantry or canopy equipment and other outside 11.2.5 Shop Drawings Submittals The Systems Integrator will be required to develop and submit shop drawings no later than 30 · calendar days prior to the installation to enable sufficient time for RCTC's review and approval process. The drawings will be updated and revised to reflect the actual installation conditions. The updated shop drawings will be resubmitted by the Systems Integrator as final as-built drawings. • 11.2.6 Installation daily cleanup 1/20/2014 Draft v4.5 178 Page-66- SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The Systems Integrator and their subcontractors will thoroughly clean up their work area on a daily basis and leave the installation site orderly. 11.2. 7 Installation records A detailed installation log of the Systems Integrator's work effort at each location will be developed, maintained carefully, and submitted as part of the periodic review meetings with the PCM consultant. 11.2.8 Source of Supply and Quality of Source Materials Furnish only new materials for incorporation into the Work, exc permitted in the Contract Documents. Manufacture, handle, an manner to ensure that completed Work complies with the Con Manufacturers' test reports may supplement the Syste testing, and certification provisions. When material t reports is proposed for use, RCTC may select, at it testing by the Systems Integrator, or by anot Integrator's expense, as determined by R specimens shall be entirely at the discretion of R s specifically otherwise materials in a competent uments. inspections, sampling, · ed with specific test les from the lot for t the Systems es and test Manufacturers' warranties, guarantees furnished with certain articles or ma RCTC prior to Final Acceptance .. s lists, and other material that are the Work must be delivered to Store articles and mat their quality and fit environmental doc communities. 11. 11.4 MAINTENA the Work m such a manner as to preserve "litate inspection. Storage must comply with ·11 not be permitted in ESA or bio-sensitive perfo ed by a subcontractor(s) will be clearly defined in the and system deployment and installation plans. RCTC will have subcontractor. During the ETTM system implementation, the Systems Integrator is responsible for the maintenance and upkeep of the facilities that were included in the Design-Builder's ETTM Infrastructure Turnover acceptance. Maintain the facilities in the condition in which they have been constructed, or as close to such condition as is reasonably possible. Maintenance responsibilities include the operation of the facilities and services to provide satisfactory and safe conditions for highway and local road traffic and emergency responses as necessary to ensure public safety in all areas open to public traffic. 1/20/2014 Draft v4.S Page-67 -179 • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions The transfer of maintenance responsibility at the ETTM Infrastructure Turnover also includes the electrical utility costs for the facilities. These facilities will include the Toll Utility Building and all roadside ETTM sites . 11.5 QUALITY ASSURANCE The Systems Integrator shall develop, implement, and maintain a Quality Assurance Program: • Implements procedures to ensure that the subcontractor's quality assurance plans are in accordance with the project's plans. • Performs periodic audits to ensure compliance o Quality Assurance and Quality Control (QNQC manufacturing and construction of the Project in procedures defined in the Systems Integrator's Q vities for the design, nee with the policies and rol Plan. o Perform Quality Assurance and Quality Con manufacturing and construction of the Pro· procedures defined in the Systems lnte 11.5.1 Responsibility for QA/QC are met in accordance with quality project status by frequent reports an The Systems Integrator will have the p QNQC process for the Work, including products of Subcontractor · ators, work by subcontractors s lnteg accordance with the · ·es for the design, the policies and nsuring that goals and objectives s and should be kept abreast of Manager of Quality Assurance. firming and documenting the I process for all Work and ts, and vendors. For off-site that their QNQC process is in The Project Manage at the project level s lementation of the Quality Control Program taff involved in equipment manufacture, subcontrac A Quall will be de along with confidence to t address all aspe installation, integrati ubmitted that specifies how quality checks and controls nted for both delivered subsystem products and components eliverables. The purpose of this plan is to provide a level of verables satisfy the requirements. The Quality Control Plan shall stem development, from design through manufacture/assembly, mg, and maintenance, as well as all project services. The QCP must make certain that design, procurement, shipping, handling, fabrication, installation, cleaning, inspection, construction, testing, storage, examination, repair, maintenance, and required modifications of all materials, equipment, and elements of the Work will comply with the requirements of the Contract Documents. It must also make certain that all materials, equipment, and other elements of the Work will perform satisfactorily for the purpose intended. The QCP must provide for RCTC's representative to perform manufacturing and installation verification inspections, and materials quality verification testing, as well as conduct audits and reviews of The Systems Integrator's QNQC obligations . 1/20/2014 Draft v4.S 180 Page-68 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Submit two (2) individually bound hardcopies and one electronic version of the Quality Control Plan on CD-ROM for RCTC approval. RCTC will respond to the Systems Integrator within twenty-one (21) days of receipt of the draft QCP, and will either Approve or return comments on • the submittal. If the draft QCP is not Approved, RCTC's comments must be corrected by the Systems Integrator within 10 days after RCTC has returned the comments and a new draft QCP resubmitted. 11.7 QUALITY CONTROL PROCEDURES The purpose of quality assurance/quality control is to effectively control the quality of work conducted by the employees and subcontractors of Systems Integrator. The terms and conditions of the contract, associated drawings, specifications, and irements documents will comprise the base line. documents used for evaluating quality rt and performance. Any issues or items needing clarification that arise will be report ediately to the designated Quality Assurance Manager. The Quality assurance/qua!" rocedures and activities that are to be included in the Work are described below. 11.8 SYSTEM PERFORMANCE AND AVAILABI 11.8.1 Performance of ETTM Tolling Sub-Sy trans VES I • • • • of the subsystems delivered as tern will operate at the same level assing through the toll zone, icles per lane per hour and • jacent freeway lanes shall not erformance is predicated on at least 80% of osition when passing through the toll area. ystem will operate in accordance with the "ntain a minimum Measured Accuracy Rate he toll zone, the ETTM system collects data and images and -office/ETMS (via the TZC for Transponder ID and via the s). Five cases are identified: a Transponder ID and a "correct" image 1 e ETTM system gives a "correct" image t Transponder ID is given by the ETTM system • Image and/or Transponder ID present but cannot be used due to insufficient quality. The Measured Accuracy Rate shall be calculated for any Toll Period (day, week, month, year) for a lane, a direction or for the system as a whole, in accordance with the following formula: A "correct" image is an image of the rear of a vehicle including the area where the license plate is normally placed; • vehicles may have readable license plate, no license plate, partially or totally masked license plate, and license plates that are obscured by natural light or climatic conditions which are outside of the subsystem specification or warranty. 2 A "no correct" image is an image which does not include the area where the license plate is normally placed. 1/20/2014 Draft v4.S 181 Page-69 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • Sum of case 1, case 2, case 3 • Number of counted vehicles3 For accepting the ETTM system during the Final Acceptance Testing period, the Measured Accuracy Rate must be better than 98.00 % for two consecutive months and an accuracy rate of at least 99.00 % for two consecutive weeks. 11.8.2 Availability of Subsystems and Equipment The ETTM Tolling Sub-System shall be completely operational 24 hours per day, seven (7) days per week, and shall be designed for 99.96 percent availability measured on a monthly basis and averaged for each twelve month period. Measurement of the system availability during the warran computed value from the total on-line operational time to th day I 7 days a week for the same period. Equipment t d shall be based on a corrective maintenance or events other than preve ti main mulative time, 24 hours a due to "force majeure", ce and affecting toll reduce the on-line operations shall be considered off-line for the non-onal duratio time by the corresponding amount. The 91 Express Lanes operator will be respons1 the system. The Systems Integrator will prov maintenance of all equipment to ensur that the 91 intenance of r training for operation and ane operations and maintenance maintenance procedures of all be performed adequately. The that are anticipated to be in staff are properly trained on both pr equipment so that equipment operatic operator will also manage all third-pa force on servers . The operator will provid warranty period. lnteroperabih account to pay established an ac the state without an established an RFID st maintenance records during the t or subsystem is consistently not meeting months (excluding any single failures that od the operator will have the right to request bsystem be replaced. In such case of a replacement the t or subsystem will be extended for four months. ned as allowing a customer to use one transponder and one the toll roads within a state or region. Once a customer has ave the latitude to use the issued transponder on any toll road in er actions required of the customer. To this end, California has dard in Title 21 of the California statutes. The ETTM Revenue and Account Management system (RAMS) shall be interoperable with California Toll Operations Committee (CTOC) agencies. Other agencies may join CTOC or may meet the CTOC interoperability requirements and the RAMS shall be capable of supporting additional interoperable agencies. The Systems Integrator shall develop, test, operate and maintain an automated, electronic interface for the RAMS that is compliant with the current revision of the CTOC Technical 3 Counted vehicles shall be determined by the Independent Counting System. 1/20/2014 Draft v4.S 182 Page -70 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Specifications for lnteragency Electronic Data Exchange for the duration of the Contract and standard interoperability practices. The system design shall be compatible with current versions • in use with sufficient flexibility to enable minor changes to file format and enhancements without major development. • • 1/20/2014 Draft v4.S 183 Page -71 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 12 SYSTEM SUPPORT 12.1 GENERAL REQUIREMENTS This section defines the requirements for technical support, operation and maintenance manuals, training, diagnostic and test equipment, special tools, and spare parts. It also includes the furnishing and delivery of support equipment. The technical support personnel shall be thoroughly trained and familiar with the operation of all equipment and system software and hardware installed. The Systems Integrator shall provide necessary training criteria and performance measures to demonstrate to RCTC's satisfaction that assigned staff members are proficient in all aspects of operations and maintenance. The Sy terns Integrator shall be responsible for repair and maintenance of the ETTM system unti ning Day. The Systems Integrator shall maintain and supply an adequate quantity of Is necessary to meet the requirements set forth herein. The Systems Integrator and CTC shall keep records of warranty maintenance actions for purposes of deter · · ment performance and adherence to performance as specified in the Technical 12.2 OPERATION AND MAINTENANCE MANU The Operation and Maintenance Manuals shall detailed technical descriptions of operations and complete , but not limited to, the following: • Operation Instructions • • • • • • • This co lie ope ratio functions, maintenance up, initialization, layouts and parts collection equipment. for all major components d logic signal flows chnical personnel assigned to the maintenance of the toll anual shall include a general description, theory of , det d electrical/electronic logic circuit analysis, mechanical d trouble-shooting procedures, preventive and corrective tion instructions shall include step-by-step preparation for start- shutdown. The manual shall also contain diagrams, schematics, d to service each component and circuit board utilized in the toll Standard service manuals for unmodified commercial products used in the toll collection system shall be acceptable if they contain details and accurate information in order to properly service the specific toll collection equipment supplied under this Work. Diagrams and mechanical assembly diagrams do not have to be reduced or incorporated into the manuals if these drawings are provided with the manuals. Manuals shall be delivered in preliminary form to RCTC no later than 90 days following the commencement of toll collection operations . 1/20/2014 Draft v4.S 184 Page -72 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 12.3 TRAINING The Systems Integrator will train and certify the Express Lanes Operator's staff in the operation • and maintenance of the new ETTM system and equipment, which will include testing the staff to demonstrate competency. The Systems Integrator will also provide all training materials and documentation such as manuals and videos (if applicable). Wherever possible, production equipment (i.e., actual equipment that will be used/operated) will be used to conduct training sessions to ensure instructional fidelity to the operational system. Development of the training program, including the review and approval cycles for supporting program documentation, will be part of the Project Schedule, and will be completed prior to the start of system transition. System transition is defined as the Pre rations Period in which responsibility for complete system operations transitions from ystems Integrator to the Express Lane Operator at the Opening Date. The training program shall include classroom training, section, given by the Systems Integrator's staff and shop training. Training courses will consist of bot courses will be conducted unless a formal trainin Demonstration/performance courses will be t materials and course plans will become the prop used in support of an ongoing training ram throug 12.3.1 Training Requirements The Systems Integrator will b Lanes Operator's staff. T (2-0CTA and 2-RCTC • • • • • epending on operation Id and maintenance ining. No training TC. thod of form training. All upon project completion to be life of the system. for the following Express tal of up to four (4) personnel The electronic toll c on operations on the RCTC extension of the Express Lanes will process transactions in he same manner as the OCTA segment. However, the back office toll operations will have the added responsibilities of processing transactions for two agencies. Training of the operations staff will be provided to ensure that all the financial processing and reporting functions are in accordance with each agency's requirements. The Finance & Accounting for the RCTC extension of the Express Lanes will integrate existing controls and procedures that are currently being used for the OCTA segment and modify them • to meet the needs of the RCTC extension to include the entire SR-91 Express Lanes operations • for both Orange and Riverside counties. This will incorporate added functionality not currently present with the OCTA segment, but needed to meet the requirements of the entire Express Lanes operations. This will include procedures for processing transactions and providing reports 1/20/2014 Draft v4.S 185 Page-73 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions for the custodial bank account maintained by the custodian and managing and maintaining the revolving fund that will be used by GUSA to process customer and violator refunds. Further, the modified procedures will also include procedures for processing vendor payments not covered by contract for OCTA and RCTC. Additional daily reporting of transaction activity on the road will be developed and submitted to both OCTA and RCTC. The System Integrator will be responsible for developing and presenting training to selected OCTA and RCTC staff members to ensure both agencies are aware of any and all changes related to the RCTC extension. Training, conducted by the Accounting Manager and GUSA VP of Finance and Accounting, will consist of forty (40) hours of training for existing accounting staff of five (5). Additionally, assume up to fifty (50) hours of on-the-job training, xisting accounting staff; these hours will occur after the initial training is conducted. Training for OCTA staff will relate to RAMS changes and h reflect the new business rules and processes to be · Express Lanes extension and 1-15 flyover. Additional reconciliations will be addressed and explained focus on information that will be generated by information in the form of reports, journal entri the Agency on a daily, weekly, monthly, quarterly, Training, conducted by 91 Express L Accounting, will consist of forty (40) members. 12.3.2 Traffic Managem eports will be modified to accommodate the 91 kly, and monthly toll r RCTC staff will ·vity, as well as provided to er and GUSA VP of Finance and to 2 OCTA and 2 RCTC staff New traffic manage Traffic Operations eight additional displa Express Lane Operator s will be implemented at the Express Lane ·s project. It is estimated that approximately to operatic training the C unty traffic conditions will be required. The he use of this equipment, and on changes with the on of the RCTC Express Lanes. Additionally, ating with other agencies in this segment of SR-91, such as · e Traffic Management Center (TMC), CHP, Fire Authority rty (40) hours of on-the-job systems training, for existing (9). These on-the-job hours will occur after the initial and Brentwood. The maintenance su raining will provide an overview and detailed instruction on system repair including trouble shooting techniques, component repair and replacement, Preventive Maintenance (PM) and reporting procedures. Moreover, the Express Lanes Operator's staff will be educated to the extent they can effectively manage maintenance and inventory needs of system devices, as well as determine if any system problems exist, regardless of equipment location. Emphasis will be placed on new functionality such as interface and status of field devices (e.g., meters, sensors, etc.), enhanced maintenance capability and methods to increase overall system availability . 12.3.3.1 Changeable Message Signs -Maintenance 1/20/2014 Draft v4.S 186 Page -74 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Training, conducted by Brentwood, will consist of one (1) maintenance support session, twenty-• four (24) hours, for existing ETTM staff count of four (4). 12.3.3.2 Changeable Message Signs -Operations Training conducted by Brentwood will consist of one (1) session for Field Equipment, four (4) hours for existing staff count of four (4). 12.3.3.3 CCTV Camera Subsystems -Maintenance Training conducted by Delcan will consist of one (1) session for F quipment, four (4) hours for existing staff count of four (4). 12.3.3.4 CCTV Camera Subsystems -Operations Training, conducted by Delcan, will consist of two (2) each for existing TOC staff count of seven (7); one hours for existing staff count of one (1). 12.3.3.5 ETTM Toll System -Maintenance Training, conducted by 3M, will consi existing ETTM staff count of four (4). Training, conducted by 3 existing TOC staff co operations training, for session for Cisco Network basics, forty (40) 12.3 . • ent functions for the RCTC extension of the Express Lanes will ner as the OCTA portion of the 91 Express Lanes. The existing customer service tra aterials will be utilized and updated accordingly to incorporate the RCTC extension. All sterner service representatives, along with AGENCIES staff, will be trained to efficiently and effectively ensure a seamless experience to the customer. Training, conducted by the Customer Service Assistant Manager, will consist of two (2) five (5) hour sessions for existing customer service staff count of eighteen (18). • Violation Processing • The violation processing functions for the RCTC extension of the Express Lanes will be handled • in the same manner as the OCTA portion of the 91 Express Lanes. The existing violation processing training manual materials will be utilized and updated accordingly to incorporate the RCTC extension. Processing staff personnel, along with AGENCIES staff, will be trained to 1/20/2014 Draft v4.5 187 Page-75- SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions efficiently and effectively ensure a seamless experience to the customer and violator. Additionally, revenue reporting for violations and violations collection will need to be revised to accommodate separate reporting for the AGENCIES. New training material will need to be • created to insure that all areas of violation revenue reporting are properly reflected. • • Training, conducted by the Violation Processing Manager, will consist of two (2) five (5) hour sessions for existing processing staff count of nine (9). Training, conducted by the Violation Assistant Manager, will consist of one (1) hour for existing scanning staff count of three (3). 12.4 TRAINING PLAN The Systems Integrator will submit a training plan for approval by training needed to qualify personnel in the operation, mainten new Express Lane system and equipment. The Systems Int programs and courses necessary to train the Express La that defines the specific and administration of the ill also submit all training or's personnel for review and approval by RCTC. The training plan will describe the managemen Integrator's personnel assigned to manage and s of all Systems d the methods oblems and to be employed to establish effective com notifications. The training plan will include, with t delivery method, the course literatur vendor manuals that will be used for tra for each subject of instruction. The outli materials and equipment to ed, the ti The Systems lnte requirement. Course provided. F manuals 12.4. urses, an outline of the course s, handouts, sample tests) and · es to be used will be furnished sequence of instruction, the ctives to be accomplished . aterials as appropriate for each training nts and supporting user guides should be , equipment manufacturer's maintenance ailable. The training descri e will be scheduled to ensure that sufficient staff is trained and deemed qualified to o ate and maintain the system no later than 30 calendar days prior to Opening Day. This will serve to ensure that the Express Lanes Operator's staff is able to operate the new system from a position of knowledge. It will also contribute to the goal of a seamless transition for the SR-91 Express Lane patrons. 12.5 SPARE AND REPLACEMENT PARTS The Systems Integrator shall supply the spare and replacement parts required to maintain the ETTM system. The quantity of spare and replacement parts to be provided shall represent ten (10) percent of the installed equipment. The Systems Integrator shall submit to RCTC a list of the recommended spare and replacement parts to be provided. The recommended list shall 1/20/2014 Draft v4.S 188 Page -76 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions identify the parts necessary to maintain the system from the start of revenue service. The list of spare and replacement parts shall be submitted for approval during the Design Review Phase . Parts replaced by the SI during the period of this contract will bear the complete manufacturer's standard warranty. Parts repaired by the SI during the period of this contract and during the warranty period shall bear a standard 90 day warranty on parts and labor. 12.6 SPECIAL TOOLS AND TEST EQUIPMENT The Systems Integrator shall supply all special tools, gauges, and test equipment necessary for the proper maintenance, repair, and adjustment of all supplied ETTM equipment and systems. The Systems Integrator shall submit to RCTC, the required spe · ols and test equipment during the Design Review Phase. A description of these tools, s and test equipment will be supplied as well. The special tools, gauges, and test equip all be supplied prior to the commencement of Training. The furnishing of all special tools and test equipmen work allowance item identified in the Price Schedul the SI Contractor in accordance with the contrac items that are furnished and accepted work writing prior to delivery. 1/20/2014 Draft v4.S 189 m is included in the rice proposal from ocurement. All eed upon in Page -77 - • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions • TECHNICAL PROVISION • • 1/20/2014 Draft v4.5 190 Page-78 - SR-91 Corridor Improvement Project Toll Systems Integrator TP ATTACHMENT 1-1 ETTM Infrastructure Responsibility Matrix ETTM Changeable message signs (CMSs) Foundations and sign structures Conduits, service cabinets, pull boxes, and t e 334 cabinet foundations Type 334 cabinet Utility service point and connection Foundations and poles Y Camera mounting adapters N ETTM CMS message verification cameras N Conduits, service cabinets, and pull boxes Y Pole mounted NEMA 4R enclosure N Utility service point and connection ETTM CCTV Cameras Foundations and poles Camera mounting adapters ETTM CCTV cameras Conduits, service cabinets, pull Pole mounted NEMA 4R enc Utility service point and c Securit Cameras Conduits and innerducts Splice vaults, vaults, service cabinets, and foundations Pull boxes Utility service point and connection ETTM System Conduits, service cabinets, pull boxes, type 334 cabinet foundations Type 334 cabinet Tolling Zone gantries NEMA 3R enclosures 1/20/2014 Draft v4.S y y N y y N y y N y N y N N y N y y N y y N N N y N N y y y N y y N y y N y N y N N y N y y y y N y y N 191 Technical Provisions • N y y N N N N N y y y y N N y N N N N N y y y y N N N N y y y y N N N N N N N N y y y N N N N N Page -79 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions ~~,"~~·;'. . · :llJ~~Yft!llt:J.r Ele'rll:entfi.askt.Gomn()q . ~t!l!~#lii:!~'rll:.,~'·'''· • General Toll Utility Buildings (TUBs) y y y N N N TUB foundation y y y N N N UL 752 Level 4 bullet resistant observation y y y N N N window ADA accessible unisex lavatory including y y N N N toilet , sink, and associated fixtures Overhead lighting y N N TUB entry door y N N Secure access system y N N TUB Utilities Utility service point and connections y N Conduits, pull boxes, vaults, foundations, y N valves, cleanouts, and a urtenances Structure power distribution system N Lightning protection and grounding systems N Telephone service N Water service N Self-contained sewage holding tank N Sewage tank audio-visual alarm N TUBE ui ment • HVAC system N N N Emergency generator N N N Fire alarm system N N N TUB Site Work • 1/20/2014 Draft v4.5 192 Page-80 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP ATTACHMENT 2-1 Roadside Toll System Scope of Work Q~~TA~t::nC~-=r~~~.· ~tull1J ptium~~-~· ... -·flalt:~~·--··""'QJ . ~isno(p!!ffarmedcn~~~~~---~-·~~~ --~t.ln&Samaof:theP!~i ... ~.e; ·Qop.s-toapsMla~atthe:tallintlK'i~·~tiePu"1rt~.11~1;1~w.;~~ ·=,-· .. ~~of~~~~~~~ ~~-'*'!fr~~'~· njls.t~~trigger~-........ ~. -~~ ...... IJitajh»BJ:dwd~~ ·~::~u.~~~~~ ·~ ··~~llar:la'tr.MN!tlilneMI,~-.-~~~-~ )•ridnte~tlar~~~~· ,;· lf.:~ bm~:-~iane-~m1-~~~"'1ddl1Sfitdatll ·.··· ·=.::=:===:.re=-~·· =~==z:==~~~-~~~· ~~~ .. Qc:R~1heoca.tmiaiiin~~~IJf~··~~-~ .r~p1ab!im;ip!s.mdigitill m-ncifatafm'meaJthe~:tcnaify~ide111:1Mitiun. ~.a:::::.==i~~~~~~~~~~~~~~~~~~~~~......,~~---- Ver.ion 2.0 1 Mardi 6. 2013 311 CoofidentiBI 1/20/2014 Draft v4.5 193 Page -81 - • • • • 1/20/2014 Draft v4.5 SR-91 Corridor Improvement Project Toll Systems In.or Technical Provisions 1 2 3 4 s 6 7 8 9 10 11 12 13 Software 14 19 20 21 22 23 24 Riverside County Transportation Commission (RCTC) SR-91 Extension Project Version 2 -03/19/2013 Proposal Submission Date: 04/, Lane Equipment BOM TZC Spare TZC License Fee SAN Tape Rack Tape Media KVM Before Break Switch aceways Cisco 24 Port Switch with Fiber GB1C Fiber Adapters WBl Lane Controller 194 Non-3M E License EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA Non-3M EA • 1 1 1 2 1 1 2 1 1 1 s 3 1 2 1 1 2 1 1 3 1 Page 82 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 25 WB2 Lane Controller Non-3M EA 1 26 WB3 Lane Controller Non-3M EA 1 WBl Lane Controller -License Fee License EA 1 WB2 Lane Controller -License Fee License EA 1 WB3 Lane Controller -License Fee License EA 1 27 WBISS Non-3M EA 1 28 KVM Non-3M EA 1 29 IP Adressable Power Controller Non-3M EA 1 30 Power Controller Extension Non-3M EA 1 31 Non-3M EA 2 32 Printer Non-3M EA 1 33 Workstation Non-3M EA 1 34 Workstation Non-3M EA 1 35 Non-3M EA 1 36 Non-3M EA 2 37 Non-3M EA 2 38 Non-3M EA 2 39 Non-3M EA 2 40 Non-3M EA 5 41 Non-3M EA 5 42 Non-3M EA 5 Non-3M EA Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 None 3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 1/20/201wft v4.5 • .Page83 • SR-91 Corridor Improvement Project Toll Systems In.tor Technical Provisions • CabinetH/W 58 334 Cabinet w/AC and Protected Pwr Dist Non-3M EA 1 59 Cabinet Shelves Non-3M EA 4 60 Cabinet Alarm Switch Non-3M EA 2 61 19" Rack Hardware Non-3M EA 1 62 Mains4 Plex Non-3M EA 1 Network 63 Cisco 24 Port Switch with Fiber Non-3M EA 1 64 GBIC Fiber Adapters Non-3M EA 1 65 Fiber Vault Rack Mount 2U? Non-3M EA 1 66 Ethernet to Serial Adapter Non-3M EA 1 AVl(CAB) 67 AVIReaderlnl 3M EA 1 68 AVIReaderln2 3M EA 1 69 AVIReaderln3 3M EA 1 70 AVI 7' Composite Cable Non-3M EA 1 71 Non-3M EA 1 72 Non-3M EA 1 73 Non-3M EA 1 74 Non-3M EA 1 75 Non-3M EA 1 76 Non-3M EA 5 77 Non-3M EA 5 78 Non-3M EA 3 VES(CAB) 79 Non-3M EA 1 80 Non-3M EA 1 81 Non-3M EA 1 Loops 82 Non-3M EA 1 Non-3M EA 3 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 odules Non-3M EA 5 0 Power Supply Non-3M EA 1 0 Shelf Mount Kit Non-3M EA 1 Pwr/Comm Dist 91 N Rail Non-3M EA 4 lU Power Bar Distribution Unit Non-3M EA 2 93 IP Addressable Power Controller Non-3M EA 1 94 IP Addressable Power Controller A/C Power Cable Non-3M EA 2 95 IP Power Controller Extension Non-3M EA 1 96 48V Surge Protectors VES Non-3M EA 3 97 12VSurge Protectors Non-3M EA 3 1/20/2014 Draft v4.5 Page 84 196 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 98 12-24VDC Dinn Rail Mount Power Supply Non-3M EA 2 99 S-24VDC Dinn Rail Mount Power Supply Non-3M EA 2 100 Comm Surge Protectors Serial Non-3M EA 3 101 Comm Surge Protectors RJ4S Non-3M EA 6 102 Phoenix Terminal Blocks 3 Pole Non-3M EA so 103 Phoenix Terminal Blocks End Caps Non-3M EA 2S 104 Phoenix Terminal Blocks Anchor Ends Non-3M EA 2S lOS Phoenix Terminal Blocks Fused Non-3M EA 6 106 Violation Light Power Supply Non-3M EA 3 Wirel 107 Cabinet Misc Wiring SO' Spools Non-3M EA 4 108 CATS Patch Cables 12' Red Non-3M EA s 109 CATS Patch Cables 12' Gr Non-3M EA s 110 CATS Patch Cables 12' Non-3M EA s 111 Non-3M Ft so Misc.I 112 Zip Ties Non-3M EA 2 113 Rack Hardw.a.Lscrews etc.} Non-3M EA 1 117 T 3M EA 1 118 3M EA 1 119 3M EA 1 120 3M EA 1 121 3M EA 1 122 Non-3M EA 2 Non-3M EA 2 Non-3M EA 2 Non-3M EA s Non-3M EA 10 3M EA 1 3M EA 1 3M EA 1 Non-3M EA 1 Non-3M EA 1 132 utosense Laser Ln3 Non-3M EA 1 133 Autosense Mounting Plate Lnl Non-3M EA 1 134 Autosense Mounting Plate Ln2 Non-3M EA 1 13S Autosense Mounting Plate Ln3 Non-3M EA 1 1/20/201j1ft v4.5 • • Page85 • SR-91 Corridor Improvement Project Toll Systems In.or Technical Provisions • 136 Violation Light Color 1 Non-3M EA 1 137 Violation Light Color 2 Non-3M EA 1 138 Violation Light Color 3 Non-3M EA 1 141 PIPS Prefab Composite Cable 200' Non-3M EA 3 142 Non-3M Ft 0 143 Loop Splice Connectors Non-3M EA 12 144 Ligth Power Cable 12AWG 2 Con Non-3M Ft 500 145 AutoSense Comm Cable 200' Non-3M EA 3 146 AutoSense Power Cable 20 Non-3M EA 3 Violation Light/Datalogg Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 Non-3M EA 1 Non-3M EA 1 Non-3M EA 3 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 License EA 1 ne Controller -License Fee License EA 1 License EA 1 162 Non-3M EA 1 163 Non-3M EA 1 1/20/2014 Draft v4.5 Page 86 198 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 164 IP Adressable Power Controller Non-3M EA 1 16S Power Controller Extension Non-3M EA 1 166 Power Controller Power Cords Non-3M EA 2 167 Printer Non-3M EA 1 168 Workstation Non-3M EA 1 169 Workstation Non-3M EA 1 170 GPS Time Server Non-3M EA 1 171 Twist Lock 120VAC 30A Connectors Non-3M EA 2 172 Breaker Box-Lights etc ... Non-3M EA 2 173 Cable Trays Non-3M EA 2 174 Non-3M EA 2 17S Cats Patch Cables 12' Bl Non-3M EA s 176 Cats Patch Cables 12' R Non-3M EA s 177 Non-3M 180 Non-3M EA 1 181 Non-3M EA 1 182 Non-3M EA 1 183 Non-3M EA 1 184 Non-3M EA 1 18S Non-3M EA 1 186 Non-3M EA 1 187 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 Cabinet w/AC and Protected Pwr Dist inet Shelves inet Alarm Switch Non-3M EA 2 196 9'' Rack Hardware Non-3M EA 1 197 Mains4Plex Non-3M EA 1 Network 198 Cisco 24 Port Switch with Fiber Non-3M EA 1 199 GBIC Fiber Adapters Non-3M EA 1 1/20/201ti1ft v4.5 • .Page87 • SR-91 Corridor Improvement Project Toll Systems In.or Technical Provisions • 200 Fiber Vault Rack Mount 2U? Non-3M EA 1 201 Ethernet to Serial Adapter Non-3M EA 1 AVI {CAB) 202 AVI Reader Lnl 3M EA 1 203 AVI Reader Ln2 3M EA 1 204 AVIReaderln3 3M EA 1 205 AVI 7' Composite Cable Lnl Non-3M EA 1 206 AVI 7' Composite Cable Ln2 Non-3M EA 1 207 AVI 7' Composite Cable Ln3 Non-3M EA 1 208 Non-3M EA 1 209 Non-3M EA 1 210 Non-3M EA 1 211 Non-3M EA 5 212 RF Coax Connectors L Non-3M EA 5 213 Non-3M EA 3 VES (CAB) 214 Non-3M EA 1 215 Non-3M EA 1 216 Non-3M EA 1 Loops 217 Non-3M EA 1 218 Non-3M EA 3 219 Non-3M EA 1 RDIO 220 Non-3M EA 1 221 Non-3M EA 1 222 Non-3M EA 2 223 Non-3M EA 5 224 Non-3M EA 1 Non-3M EA 1 Non-3M EA 4 Non-3M EA 2 Non-3M EA 1 e Power Controller A/C Power Cable Non-3M EA 2 Non-3M EA 1 Non-3M EA 3 Surge Protectors Non-3M EA 3 -24VDC Dinn Rail Mount Power Supply Non-3M EA 2 234 -24VDC Dinn Rail Mount Power Supply Non-3M EA 2 235 Comm Surge Protectors Serial Non-3M EA 3 236 Comm Surge Protectors RJ45 Non-3M EA 6 237 Phoenix Terminal Blocks 3 Pole Non-3M EA so 238 Phoenix Terminal Blocks End Caps Non-3M EA 25 239 Phoenix Terminal Blocks Anchor Ends Non-3M EA 25 1/20/2014 Draft v4.5 Page 88 200 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 240 PhoenixTermihal Blocks Fused Non-3M EA 6 241 Violation Light Power Supply Non-3M EA 3 Wire 242 Cabinet Misc Wiring SO' Spools 18 AWG Bl/Gr/Wh/Red Non-3M EA 4 243 CATS Patch Cables 12' Red Non-3M EA s 244 CATS Patch Cables 12' Green Non-3M EA s 24S CATS Patch Cables 12' Black Non-3M EA s 246 4 Conductor Braided Shielded Wire Non-3M Ft so Misc. 247 Zip Ties Non-3M EA 2 248 Rack Hardware (Screws etc.) A. Non-3M EA 1 2S2 PIPS 382 Ln2 3M EA 2S3 PIPS 382 Ln3 3M EA 1 254 3M EA 1 255 3M EA 1 256 3M EA 1 257 Non-3M EA 2 258 Non-3M EA 2 259 Non-3M EA 2 260 Non-3M EA 5 261 Non-3M EA 10 262 3M EA 1 263 3M EA 1 264 3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M .EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1/20/201ti'ft v4.5 • • Page89 • SR-91 Corridor Improvement Project Toll Systems Int.or Technical Provisions • 277 PIPS Prefab Composite Cable 200' Non-3M EA 3 278 Loop Cable? Sub might supply on install Non-3M Ft 0 279 Loop Splice Connectors Non-3M EA 12 280 Ligth Power Cable 12AWG 2 Cond DB Non-3M Ft 500 281 AutoSense Comm Cable 200' Non-3M EA 3 282 AutoSense Power Cable 200' Non-3M EA 3 Violation Light/Data Logger Cable Cats 290 Dell 19" Rack Non-3M EA 0 291 ups~skvA Non-3M EA 1 292 Non-3M EA 1 293 Non-3M EA 2 294 Non-3M EA 1 295 Non-3M EA 1 296 Non-3M EA 4 297 Non-3M EA 1 298 Non-3M EA 1 License EA 1 License EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 Non-3M EA 1 305 station Non-3M EA 1 306 S Time Server Non-3M EA 1 307 Twist Lock 120VAC 30A Connectors Non-3M EA 2 308 Breaker Box-Lights etc ... Non-3M EA 2 1/20/2014 Draft v4.5 Page 90 202 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 309 Cable Trays Non-3M EA 2 310 Rack Door Alarm Switches Non-3M EA 4 311 Cats Patch Cables 12' Black Non-3M EA s 312 Cats Patch Cables 12' Red Non-3M EA s 313 Cats Patch Cables 12" Green Non-3M EA s Rocket Port 8 Port Non-3M EA 1 317 Rocket Port DB9M Interface Non-3M EA 1 318 High Speed 1/0 Capture Boa Non-3M EA 1 319 lm Ribbon Cable Non-3M EA 1 320 Digital Isolation Unit Non-3M EA 1 321 6S3x Cable Adapter Non-3M EA 1 322 IP Camera Non-3M EA 2 323 Camera MS Non-3M EA 2 324 Camera Len Non-3M EA 2 32S Pole Mount Non-3M EA 2 326 Non-3M EA 2 327 Non-3M EA 2 Non-3M EA 4 Non-3M EA 2 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 3M EA 1 Non-3M EA 1 340 I 24V Dinn Rail Mounted Power Supply Entry Lane Non-3M EA 1 341 F Coax Connectors LMR-600 Ntype 90 deg Non-3M EA 1 342 RF Coax Connectors.LMR-600 Ntype Str Non-3M EA 1 343 RF Surge Protection Non-3M EA 1 VES (CAB) 344 PIPS 48V Dinn Rail Mounted Power Supply Entry Non-3M EA 1 1/20/201.ft v4.S 2. .Page91 • SR-91 Corridor Improvement Project Toll Systems Int.or Technical Provisions • Loops 345 Loop Cardcage Non-3M EA 1 346 Loop Cards Non-3M EA 1 347 Loop Cage Power Supply Dinn Mount Non-3M EA 1 RDIOI 348 RDIO Main Board 8 Slot Non-3M EA 1 349 RDIO Brain Non-3M EA 1 350 RDIO Input Modules Non-3M EA 1 351 RDIO Output Modules Non-3M EA 2 352 RDIO Power Supply Non-3M EA 1 353 RDIO Shelf Mount Kit Non-3M EA 1 Pwr/Comm Dist 354 DINN Rail Non-3M EA 4 355 lU Power Bar Distribution U Non-3M EA 1 356 IP Addressable Power Co Non-3M EA 2 357 IP Addressable Power Non-3M EA 1 358 Non-3M EA 1 359 Non-3M EA 1 360 Non-3M EA 1 361 Non-3M EA 1 362 Non-3M EA 1 363 Non-3M EA 1 364 Non-3M EA 1 365 Non-3M EA 25 366 Non-3M EA 12 367 Non-3M EA 12 368 Non-3M EA 2 369 Non-3M EA 1 Wirel 370 s 18 AWG Bl/Gr/Wh/Red Non-3M EA 1 Non-3M EA 2 Non-3M EA 2 Non-3M EA 2 raided Shielded Wire Non-3M Ft 25 Non-3M EA 1 EA 380 PIPS 382 Mounting Hardware Entry lane 3M EA 1 381 Flood light Housings Non-3M EA 1 382 Flood Light Bulbs Non-3M EA 1 1/20/2014 Draft v4.5 Page 92 204 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 383 Flood Light Mounts Non-3M EA 1 384 Flex Conduits VES/Lights Non-3M EA 2 385 Flex Conduit J Box Connectors/Gromms Non-3M EA 2 386 AVI 30Deg Antenna Entry Lane 3M EA 1 387 Autosense Laser Entry Lane Non-3M EA 1 388 Autosense Mounting Plate Entry Lane Non-3M EA 1 Violation Light Color 1 Non-3M EA 2 392 Non-3M EA 1 393 Loop Cable? Sub mights Non-3M Ft 0 394 Loop Splice Connectors Non-3M EA 2 395 Ligth Power Cable 12AWG Non-3M Ft 150 396 Non-3M EA 1 397 AutoSense ~r Cable 200' Non-3M EA Non-3M EA 4 Non-3M EA 2 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 AVI (CAB) 412 Reader Exit Lane 3M EA 1 413 I 7' Composite Cable Exit Lane Non-3M EA 1 414 AVI 24V Dinn Rail Mounted Power Supply Exit Lane Non-3M EA 1 415 RF Coax Connectors LMR-600 Ntype 90 deg Non-3M EA 1 416 RF Coax Connectors LMR-600 Ntype Str Non-3M EA 1 1/20/201.ft v4.S • .Page93 • SR-91 Corridor Improvement Project Toll Systems In.tor Technical Provisions • 417 RF Surge Protection Non-3M EA 1 VES (CAB) 418 PIPS 48V Dinn Rail Mounted Power Supply Exit Non-3M EA 1 Loops 419 Loop Cardcage Non-3M EA 1 420 Loop Cards Non-3M EA 1 421 Loop Cage Power Supply Dinn Mount Non-3M EA 1 RDIOI 422 RDIO Main Board 8 Slot Non-3M EA 1 423 RDJO Brain Non-3M EA 1 424 RDIO Input Modules Non-3M EA 1 425 RDIO Output Modules Non-3M EA 2 426 RDIO Power Supply Non-3M EA 1 427 RDIO Shelf Mount Kit Non-3M EA 1 Pwr/Comm Dist 428 DINN Rail Non-3M EA 4 429 1U Power Bar Distribut1 Non-3M EA 1 430 Non-3M EA 1 431 Non-3M EA 1 432 Non-3M EA 1 433 Non-3M EA 1 434 Non-3M EA 1 435 Non-3M EA 1 436 Non-3M EA 1 437 Non-3M EA 1 438 Non-3M EA 1 439 Non-3M EA 25 440 Non-3M EA 12 441 Non-3M EA 12 Non-3M EA 2 Non-3M EA 1 Non-3M EA 1 Non-3M EA 2 Non-3M EA 2 Non-3M EA 2 Non-3M Ft 2S Non-3M EA 1 EA PIPS 382 Mounting Hardware 1/20/2014 Draft v4.5 Page 94 206 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions 455 Flood Light Housings Non-3M EA 1 456 Flood Light Bulbs Non-3M EA 1 457 Flood Light Mounts Non-3M EA 1 458 Flex Conduits VES/Lights Non-3M EA 2 459 Flex Conduit J Box Connectors/Gromms Non-3M EA 2 460 AVI 30Deg Antenna Exit Lane Non-3M EA 1 461 Autosense Laser Exit Lane Non-3M EA 1 462 Autosense Mounting Plate Exit Lane Non-3M EA 1 463 Violation Light Color 1 Exit Lane A. Non-3M EA 466 PIPS Prefab Composite Non-3M EA 1 467 Non-3M Ft 0 468 Non-3M EA 2 469 Ligth Power Non-3M Ft 150 470 AutoSense Non-3M EA 1 Non-3M EA Non-3M EA 1 Non-3M EA 1 Non-3M EA 1 3M EA 1 3M EA 1 3M EA 1 3M EA 1 485 S 382 Power Supply Spare 3M EA 1 486 IPS Mounting Hardware Spare 3M EA 1 487 Non-3M EA 1 1/20/20.aft v4.S • • Page95 • SR-91 Corridor Improvement Project Toll Systems Int.or Technical Provisions • 488 AutoSense Mounting Plate Spare Non-3M EA 1 489 AutoSense Data Cable Spare Non-3M EA 1 490 AutoSense Comm Cable Spare Non-3M EA 1 491 RDIO Backplane Spare Non-3M EA 1 492 RDIO Brain Spare Non-3M EA 1 493 RDIO Power Supply Spare Non-3M EA 1 494 RDIO Input Module Spare Non-3M EA 1 495 RDIO Output Module Spare Non-3M EA 1 496 AVI Antenna Spare 3M EA 1 497 Flood Light Spare Non-3M EA 1 498 Flood Light Bulb Spare Non-3M EA 1 499 Flood Mount Spare Non-3M EA 1 500 48V Surge Spare Non-3M EA 1 501 Non-3M EA 1 502 Non-3M EA 1 503 Non-3M EA 1 504 Non-3M EA 1 505 Non-3M EA 1 506 Non-3M EA 1 507 Non-3M EA 1 508 Non-3M EA 1 509 Non-3M EA 1 Non-3M EA 4 Non-3M WK 200 Non-3M EA 12 Non-3M EA 12 Non-3M EA 12 Non-3M EA 1 Non-3M YR 1 519 anti es Westbound Non-3M YR 1 520 Non-3M YR 1 521 Non-3M YR 1 Printing & Reproduction Costs Non-3M EA 1 1/20/2014 Draft v4.5 Page 96 208 SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Item Part Number Description Supplier I UM I Quantity 522 Civil Work for Lanes/TUBs Non-3M I EA I 3 !!!!!!!!!!!!!!!. • ~ 1/20/2 raft v4.5 2 • • • SR-91 Corridor Improvement Project Toll Systems Integrator 1/20/2014 Draft v4.S TP ATTACHMENT 3-1 Changeable Message Sign Scope of Work ts LS lS 'lS 1.S: LS EA EA LS 210 Technical Provisions 1 ' .t. 1 f I 6: & t Page -1 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP ATTACHMENT 4-1 CCTV System Scope of Work belcan ~ofWodt . SR.:af~mjJi~~Projed'""S~~lmpleimniWfcmConl.rad' The'WDIJttobe~shathfl!l~·atem~ · 1idePtm11c:~ and~~ lite Wade pesbmtld fi:rthe s • ·.·f •. oUhfa*~ ~ aftx>th mmfSidea,nd lOc ~~.1JIDWadMd-°**fhe deslgo.· ar~· · ~roibemr•n!:rSR-m ~ ... ~~;~·ror• ~:otl*~rp~-·~·-~·--· ., · ..... • 1he SateRaute(SRJ 91~~~-'i:UIDl:tll~U:I -~~~·coqidDr1b,,.m lei_ mi:·.: 1~-1~ ~<®'TAJ·~~~ro11a.---.. . ~-~·lfte.~~~~~e•~1D-Mfiin .... "~ .. ~.:/'~-' . · .. ~-... ~pJ)·~-~-~ •.nec:bs ... t1st . · .· · · · · · · · · ·· ·· · · ~:.t.~~··"'~~~ .. J"m*'l>7~~ ... ~ llis--•to.~~~--·-~-~--~~­~-pmfect~de\!elopiug~ mshmmtam·anddfim:...mititema:·Spedic --indmle: . . . . . ' :~::::==:m~~ 1/20/2014 Draft v4.S 0 ~-..~-~ ....... ~ o Submit:regi.darprcgresruepmf&agaiinsl8dledule. lmdget,~. andrisk baseliles_ . o Coonimilevemor~ o· Condudt:hatge~~toaddressseope.~defect i'mmagementand issJm'monilming. 0 CoordinaliQn mndcan team task .lmlds.. 2 211 Page-2 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP ATTACHMENT 5-1 Toll Back Office System Scope of Work RAMS Scope for RCTC extension Jnk'odudioD The revenue and aaoimt management sysU!m (RAMS) for RCTC will be based on the ~ sysU!m mrrentiy deployed fur OCTA on the 91. Express lanes. The goal is to establish a single sysU!mtbat hilndll!s transactions DO the 91 Elrpn!5s l..aines fm both the OCTA. aml RCTC mad~ aml 1-15 tolled flyoverfDrRCTC asspecified in the 3JJllflM!dbusinessrull!sagmed1D by the AGENCIES. To implement the buSinl!!SS rules fur handling cmtmner toll cha~ and violation payments, the t:hisian of sum payments between AGENCIES, the division of non-tDll lll!V!!llues between AGENCIES, aml the accounliing b such transactions will requin! arstomimtion of the eacisling system. This scope will specify how the required custmnization will be performed. All systEm custcmizatianstosupportRCTC must betestedbefon! integratitmwilhtheexisl.ingOCTA systiem. This will require the establishment of a separateQmllity A.mlram:e Co.A> environment for testing of the new mstomizations and the est.abli5hment of separate 1Est: systems. ~ separatesystl!mSwill permit the ~of new code supporting c::ustomiizatiom while l!!lci5ting systems remain in place for continuing support of the existing ocrA PR!duction.. The mrrent OCTA systems must he maintained in mmplianm with PO DSS; periodic mviews and updates are required 10 maintain this mlnJllance level. These :reviews and upcfilires. indude the periodic msting of ¥£em manges, 1E5ting .of vendor-supplied patdles, and USl!l"tr.lining. Appmpriate fevels of systiemsam~forthisattivity,andwillneedturemaininplaceuntilthemodiiedsystem repi;u:l!5theeximng OCTAsys!tem.. The f'eSlllting modified system will amtinuemhe refem!dmas the 5'1 EJcpmss Lanes RAMS. Trading of all pmdllciicn changes to the existing OCTA ¥£em while the new .systiem is under development will be implementt!d to insure that all chang15 made to the OCTA.system during development of the new system will be appropriately merged With the new, modified system~ d'esignedto support the rombinedfacility.Additional mde trading pmmdureswill be identified and impl~to support the new system implementation. A foll system test will be needed to validatE that the resultant customizations will have no negative impact on the existing OCTA ¥£em operatiotl!s. While the planned modificationstoimpfement the changes to business n.lles. required to aaommmiate. the combined OCTA RCTCoperalions are ~ tn be limited, the impact of some manges needed to support additional reports and reporting requirementsm;ryresultin more of the systiem being impacted than is readily apparent. Asa result, we are anticipating mndurting a full system test to validate system fum::tiooality of the 91 Exprass lanes RAMS prior to implementatil:ln . 1/20/2014 Draft v4.S 212 Page -3 - SR-91 Corridor Improvement Project Toll Systems Integrator RAMS Equipment: 1/20/2014 Draft v4.S 213 8Nic 96GBRAM 146GB !SkSAS RAID1 DualPS Mic 96GBRAM 14668 !SkSAS RAID1 DualPS BasicH.O Technical Provisions • 1. 1. • • Page-4 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP ATTACHMENT 6-1 • ETTM Communications Network Scope of Work • • 1/20/2014 Draftv4.5 214 Page -5 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions Crosstown -Material List-2013 Item Material Qty 1 72 Fiber Corning Altos SM Cable 92825 48 Fiber Cable 10000 12 Fiber Breakout Cable 28500 4" Conduit Plugs 320 1-1/4" Fiber lnnerduct Plugs 320 Plugs for empty lnnerduct 320 Rope 130825 Cable Pulling Lube 130825 2 172 Port Fiber Dist Unit, Cornin 1 Closet Splice Holder, Corning 1 Tra s for Above 12 SC Panels for Above 12 SC Pigtails for Above 144 Splice Closures w/Trays -72 Fiber 12 Fiber Dist Unit, Rack Mount, 12 Po w/pigtails and Tray I 57 Mid Span Splice Enclosure with Trays I 57 3 I Network Management Sy Software, Solarwinds .i:11&&811ses (B~rv) I 1 Cisco IE-3000 co SFPs, Power sii,.racket. I 46 Cisco IE-3100 co Gi SFPs, 4 1 OOMB T 10 Duplex SC-SC Jumpe 200 1/20/201.aft v4.S • Page6. • SR-91 Corridor Improvement Project Toll Systems lnt.r 4 I Cisco 4506-E TOC Switch with 24 SFPs 5 I Router with T1 Interface 6 I Cable Tray for TUBs 7 !Training Class Material 8 I Cisco IE-3000 complete with 2 SFPs, Power supply, bracket, Cisco IE-3100 complete with 2 1 Gig SFPs, 4 1 OOM2 Spares 9 IMisc Network Maint Material 2 year 10 11 E 3000 Smartnet IE 3010 Smartnet Core Switch Smartnet 11 I Install UPS at 3 Hubs Furnish , configure, and install 12 I Firewall at TMC 1/20/2014 Draft v4.5 216 Technical Provisions • 2 2 3 1 6 2 2 104 24 2 3 2 Page -1 - SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP Attachment 7-1 Advantec -Conceptual Fiber Optic Schematic ~ ring a~ that .is pmpo~ in the sctenatic has a '1'Mfti~ d1z ~11-ttte primmfring i1$ ·th,errtilmJmthba£k.~ the Tocrmrn th,e fidlf~it~:~~,·~ :n .. Ii~ Will provide re<ru,mancy <trld load marinB .if the ~ path ~·~ ~· ~ t~f­ diltnqed; In additio11, .·~· sej:iafate se!Dl1darv .rings tiGve bee\ lllt;q~jnto::th,e ~~~aswett · lhe.PmPQsed Ethernet ~pology is to con$t~ct a net\vmk of ~ntrillBS uq ~·· gigabit Ethernet switches. A managed ~ switttJ ~th,e c~j-•\of~~~:l1JO~. f]oo•mr.figu~:d ~Otety: .. AS ~ •. an E~ rmgtu{>Q·~~.·~~·~ haVe ~ neigtlba rOvide diffetd . fl5 back; .tlR!mt rr;n..m , i'edtt~-. · .. ·· .... two ... Bil tWO . J>i)t ,to • >.P. , 1in1 •·· , The schema:tic illustrate the plijnrim path of .tke·ring(l'om·rOC•m Gnwp'.ttbnmgn ~P 7~ -idudiog,th,e toll utlity bull~.[i'tJBj •. The ~n~rv~~~ittpdt ~ ~~~r~:=~~~~;s~~'=n~~T::~u Wlfti'tberieedto]tii,,e~sdittatotbeTOCat~flgioup~~wlii!re:tkt?re:iJ~OAS' and cmnmunication cabinets, a hanery hachtp u~puue pciWel' Sttpplv ~ Wall be tioµsed ti> manage arid pr0V11ie powel'to tne layer 3 sWttf:lie.5; · · · · · AS.$11•.· tQ ~~·th,e trilfiic: aitd ~v.monltar.<f'~ t~(Jf ~lk'an$ fi:!f. crlffeJen,t~ .~., ~ .s prarinea at .t11e roe. P:~~~ COnlrci' a, ·.~~.~··. pDliciesbi15edon user f,'fldgmUp identjties ;md tbe poent~· Not stiown.ort tile conceptual smemlltic; 6.1trans Distritt Ws Traffic~~~ Will taavetWo~of~optiCaible~ftitreirdilntfvidmoo~n~.aim)tfb!ft· ~imtsi:oc. lhetwp stt.iindsd'f.berQP1:1t ca.bleWill ~SJili~~ ~~era,w ca~ ~··trs.·fjbetopfic tmd:cable at a:C<lltralJS jWlctioh: • ~~~; q.41~ me pftijett limits. . . . . . . . . . . . . 1/20/2014 Draft v4.5 217 Page· 1 - • • • • • • SR-91 Corridor Improvement Project Toll Systems Integrator Technical Provisions TP Attachment 8-1 JAM Fire Protection Proposal FIRE PROTECTION Culibadutslia!nse171Ulll-B, C1D. C16 -~ 9JlOTA'TIDl'HIEMO DAlB 3/111/mll TO: JOAGruq> ATIW.: JeffOViedlJ. moM: Brua! Deushane :5UBJEcr: Sapphire Cfeast Agent FR Suwtessicn 5yStems 91 Exmrsian Tall Elmth Sen1er RDo1n Jeff, lhank yu1 fur W1d'adiliy JAM Fire Ptdlectim1 reganfing the '!H EldEllSion Tall Baolf1 projed. I am pJeasai to present this quutal:iud fur Sapphife 0emJ Agent:Systems using NIM!c: 1230 lire exlinguishing fluid. I UHIEtsiaid that the pmjed: has three (3) Toi Buc6s wilt Server R1D115 and lhtt eadJ i& to he pmh!ded. I have based this qud;ation on the following hazad i11f<J1uwtimt Hazad an i&dcm PmlEd!ed Area Pm1!!ded Heigli: Cass -c"' -Elecbiral .100 square rm t1> 10"-0- 3.tmmbicfm Pnlb!dl!d Vrobne Nate (1): Thedmensions of the enl:ii1! Tall Baolf1 are i:ledified in the project Teclmic;al ~as• x • x 10' higlt. Pet-our e·mciihDteijlilJhlfetllD! the Server Rmlm area isesl:i111alEd m be 1f3 of the mta1 Tall Elmthloararea. jS;tpoOOg (Noyec lZ3Ql dean MnUmhms The~ sptelns wi11 utilize systenl UlllliipDJllllllds lllii!llllfad:u by AnsuJ fire Pmledian. The~ sysk!ms will be designed m illChae a minimum desigll uwlU!lllbdtitm of 4.7% per-NF.PA 2001. 2012 Editian. Each sysleJn will pnMde a single agemd&dmge ildD the pdah!d Server Room volume. The~ SJSh!ltls do nat pnMde a -~-agent:supply or a fODse spareagerlt Sllorage cylinder. Each Sapphim~ will im:hlethe folowing blsic systBn conlpllll!l1is: 1/20/2014 Draft v4.S • Agent storage c,&nder film wih Nawec 1230 agertt m desigrl 1are1 • Agent 'Disl:harge Hmm • A1eumalX:alfy AdivaEd 5wil:dt ~Shuhbrm) • Efedric Aduahlr fur AlllDmatic ~Adivalbn • Aulupulse Z10 O:!ntml Panel • Smake ~ lh:mefedric • Manual Pd! staliDll. Sedric. • Pn!-Oisdage Audible Alarm Device (Bel) • Discharge~AlarmDaiice~ • Discharge ~Swil:dt -localed adjacen1: to Manual Pull station • Keyed MaWenance 5wikh wih indicamr lamp (system "sare") • Aux:lliary ~fur CtJittii!diUn to Building Fire.Alarm, HI/AC~ iird Remol2 ~staticn 218 Page -1 - 17336.02100\8534777.3 ATTACHMENT C MILESTONE AND SUBMITTAL SCHEDULE Attached behind this page Attachment C 219 • • • Page 1of2 • 220 Attachment C Milestone and Submittal Schedule • Test Plan . (1) 10.1 Test Seri pts (1) 10.1 System Commissioning Plan (1) 10.4.1 System Deployment Plan (1) 11.1 Installation Records (1) 11.2.7 Training Plan 60 Days Before Start of Training 13.3.3 Preliminary Operations And 60 Days Before Start of Training 13.2 Service Manuals Spare Parts List (1) 13.4 Spare Parts Before Opening Day Maintenance And Service Vehicle (1) 13.5 Recommendations Materials Available for DB 42 Days After Notification • Contractor 1.4 Completion of TOC Equipment Before Start of Training Installation and Testing 13.1 Completion of Training Before Opening Day 13.3.6 Completion of On-Site Integration and Commissioning Tests Before Opening Day 10.4 Completion of Final Acceptance 120 Days After Opening Day 10.5 Test Final Operations And Service 90 Days After Opening Day Manual 13.2 Final As-Built Drawings 90 Days After Opening Day 2.8.1 Note: (1) The Contractor is free to schedule these dates as long as the named milestone dates are not endangered or compromised. Page 2 of2 • 221 • • • 17336.02100\8534777.3 ATTACHMENTD PAYMENT MILESTONE SCHEDULE Attachment D 222 Payment ID 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 ATTACHMENT D PAYMENT MILESTONE SCHEDULE Incremental Payment Milestone Payment% n/a Mobilization (3% of contract value) plus insurance and bonds 4% Approval of Project Management Plan and Master Schedule 4% Approval of Configuration Management, Quality Control, and Health and Safety Plans 4% Approval of Systems Integration Plan 5% Approval of Conceptual Design Review 5% Approval of Preliminary Design Review 6% Approval of Final Design Review 16% Completion and Acceptance of Equipment Factory Inspection and Testing 5% Approval of System Deployment and Commissioning Plans 5% ETTM Infrastructure Equipment available for pick-up 5% Completion of TOC Equipment Installation and Testing 4% Delivery of Manuals, Spare Parts, Special Tools and Test Equipment 1% Completion of Training Program 30% Completion and Approval of On-Site Integration and Commissioning Tests 5% Substantial Completion and Approval of Final Acceptance Test Successful completion of Contract, including the completion 1% of all administrative and technical matters with the exception of the Warranty Program. n/a Return of 5% withhold up to 54% percentage of completion SllC Payment Milestone Schedule Attachment C Rev. 01/13/14 223 • • • • • • ATTACHMENT E FORM OF LICENSE, MAINTENANCE AGREEMENT AND SOFTWARE ESCROW AGREEMENT [Attached behind this page] Attachment E 17336.02100\8534777.3 224 SOFTWARE LICENSE AGREEMENT This Software License Agreement (this "License Agreement") is entered into and effective as of , 2014, by and between Cofiroute USA, LLC, a Delaware limited liability company ("Cofiroute"); and Riverside County Transportation Commission, a California public entity ("Licensee" or "RCTC"). RECITALS A. Under the authority of California Streets and Highways Code Section 143, RCTC has entered into a Toll Facilities Agreement Including Real Property Lease with the State of California Department of Transportation ("CalTrans") to operate that portion of that certain toll road located or to be located generally in the median of State Route 91 and situated in the County of Riverside, State of California (the "RCTC 91 Express Lanes"). B. B. Cofiroute has entered into a three party agreement for the operation and maintenance of the 91 Express Lanes in Orange and Riverside Counties (collectively, the "91 Express Lanes") for and on behalf of RCTC and the Orange County Transportation Authority ("OCTA") (OCTA Agreement No. C-3-1529; RCTC Agreement No. 13-31-105-00) amongst OCTA, RCTC and Cofiroute dated May 24, 2013 (the "Operating Agreement"). C. Cofiroute has previously developed on behalf of OCT A and owns certain software generally described as a back-office revenue and account management system ("RAMS") that is tailored to the unique requirements of the existing 91 Express Lanes. (The existing 91 Express Lanes and the RCTC 91 Express Lanes are sometimes collectively referred to as the "91 Express Lanes"). D. Licensee and Cofiroute have negotiated that certain Electronic Toll and Traffic Management Systems Integration and Implementation Agreement ("Systems Agreement") pursuant to which Cofiroute will develop, on behalf of RCTC, certain modifications to the RAMS required by RCTC, and as set forth in the Systems Agreement and its Scope of Work. The existing RAMS software, as shall be modified under the Systems Agreement, is referred to herein as the "Software" which Software will be used in connection with the operation of the 91 Express Lanes. E. Concurrently herewith, Licensee and Cofiroute have mutually executed and delivered the ETTM Agreement, and that certain Software Maintenance Agreement (or modification to the existing Software Maintenance Agreement between OCT A and Cofiroute) pertaining to the Software (the "Maintenance Agreement"). Licensee and Cofiroute contemplate that on achievement of Substantial Completion, as that term is defined in the ETTM Agreement, they will mutually execute and deliver that certain Software Escrow Agreement pertaining to the Software (the "Escrow Agreement"). 17336.02100\8534777.3 Attachment E-1 1 225 • • • • F. Cofiroute desires to license the Software to Licensee on a nonexclusive basis, and Licensee desires to accept such license from Cofiroute, all subject to the provisions of this License Agreement. G. Confidential terms herein which are not defined shall have the same meaning as set forth in the ETTM Agreement. NOW, THEREFORE, for valuable and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Grant of License; Limitations. 1.1. License. Subject to the provisions of this License Agreement, Cofiroute grants to Licensee, and Licensee hereby accepts, a nontransferable, non-exclusive license to use the Software on the computer hardware and software described on Exhibit 1, attached hereto (collectively, the "Designated Hardware" which Designated Hardware shall be purchased for and owned by RCTC pursuant to the terms of the Systems Agreement) and located at: (a) Licensee's/OCTA's facilities at 180 N. Riverview Drive, Suite 200, Anaheim, CA 92808; (b) the eastbound and westbound toll booths for the RCTC 91 Express Lanes; (c) Licensee's/OCTA's Customer Service Center located in Corona, California (and any subsequent Customer Service Center for the 91 Express Lanes); (d) OCTA's/Licensee's Store, as that term is used between the parties; and (e) Licensee's offices at 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (collectively, the "Sites") (the "License"). • 1.2. Use. Licensee shall use the Software only at the Sites and only in conjunction with the • Licensee's or Cofiroute's operation of the RCTC 91 Express Lanes. 1.3. Designated Hardware. 1.3.1. Except as expressly stated in this License Agreement, Licensee shall use the Software solely on the Designated Hardware. If, at any time during the term of the License, Licensee cannot use the Designated Hardware because of equipment, software, or other malfunction, then Licensee may temporarily install and use the Software on hardware purchased by Licensee other than the Designated Hardware; provided, that 1.3.1.1. The other hardware shall meet or exceed the specifications for the Designated Hardware as described on Exhibit 1 to this License Agreement; 1.3.1.2.Before installing or using the Software on such other hardware, Licensee shall have obtained Cofiroute's written consent to such installation and use; provided, that Cofiroute shall not unreasonably withhold such consent; 1.3.1.3.The validity of such consent shall be conditioned on Licensee's continuing and diligent prosecution, during the term of such license, of the restoration of the Designated Hardware to operation; and 17336.02100\8534777.3 Attachment E-1 2 226 1.3.1.4.Immediately on the return of the Designated Hardware to operation, Licensee • shall cease using the Software on, and shall remove the Software from, such other hardware; and Cofiroute's consent to use the Software on such other hardware shall terminate and be of no further force or effect. 1.3.2. Licensee shall not install or use the Software on any hardware that has been selected as a replacement for the Designated Hardware without Cofiroute's express prior written consent; provided, that Cofiroute shall not unreasonably withhold such consent if the replacement hardware shall meet or exceed the specifications set forth in Exhibit 1, attached hereto. 1.4. Copies. 1.4.1. Licensee shall not, without Cofiroute's prior, written consent, copy any portion of the Software or any of the Documentation, as defined herein, delivered. to Licensee pursuant to this License Agreement. Notwithstanding the foregoing, Licensee shall have the right to copy the Documentation solely to the extent required for independent valuation and verification testing efforts of Licensee. 1.4.2. Licensee shall not remove the Software or any Documentation (as defined herein) from the Sites. 1.5. Responsibility. Subject to the provisions of the ETTM Agreement, Cofiroute shall be responsible for: (a) assuring proper configuration of the Designated Hardware and related equipment or devices to accommodate the Software; and (b) establishing adequate methods for operating and using the Software. 1.6. Term. Subject to the provisions of Section 6 hereof, the License's Term shall be as follows: 1.6.1. The License shall commence on Substantial Completion, as defmed in the ETTM Agreement, and shall continue through and including June 30, 2016 (the "Initial Term"); provided, that if the Substantial Completion Date shall have occurred after June 30, 2016, then the License shall continue as set forth in Section 1.6.2, below. 1.6.2 The License shall renew on July 1, 2016 (or, ifthe Substantial Completion Date shall have validly occurred after June 30, 2016, the License shall commence on the Substantial Completion Date), and shall continue thereafter in full force and effect through and including June 30, 2021 (the "First Extension Term"), provided, that as of said date (a) Cofiroute shall have performed its obligations set forth herein, in the Operating Agreement and in the Maintenance Agreement; and (b) Cofiroute shall not then be in default under the Operating Agreement, or under this Agreement or the Maintenance Agreement. 1.6.3 If the License is still in effect at the expiration of the Operating Agreement, then the License shall continue thereafter until Licensee provides Cofiroute with written notice of termination. 17336.02100\8534777.3 Attachment E-1 3 227 • • • • 1.6.4 The Initial Term, each Extension Term and the subsequent term provided in Section 1.6.3 are collectively referred to herein as the "Term." 2. Property Rights; Security. 2.1. Title. As between Cofiroute and Licensee title to the Software shall at all times remain with Cofiroute. 2.2. Nondisclosure; Security. 2.2.1. Licensee acknowledges that the Software and all Documentation is confidential in nature and constitute a trade secrets belonging to Cofiroute. At all times during the Term and after the expiration thereof, Licensee shall: (a) hold in trust for Cofiroute's benefit, the Software and all Documentation delivered to it; and (b) not, directly or indirectly, sell, rent, license, distribute, transfer, disclose or permit the sale, rental, licensing, distribution, transfer or disclosure of the Software, any Documentation and/or the contents of any of them to any other person or entity, except as required by law. 2.2.2. Licensee shall keep the Software and all Documentation delivered to it in a secure place at the Sites; and shall place and maintain the same under access and use restrictions that are both (a) sufficient to prevent disclosure of the same to unauthorized persons, and (b) not less strict than those applied by Licensee to other data designated by Licensee as confidential. 2.3. Copyrights and Other Marks. Licensee shall not remove, deface, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software or any Documentation delivered to it. 3. Payment. 3.1. Fee Payment. For so long as Cofiroute is operating the RCTC 91 Express Lanes pursuant to the Operating Agreement, as may be amended from time to time, for each year during the Term, the Licensee shall pay Cofiroute a fee of $ (the "Annual Fee"); payable in advance on the Substantial Completion Date and on the same day each year thereafter during the Term or any extension thereof. 3.2. Annual Fee Adjustment. If the Operating Agreement shall have been terminated for any reason, then the Annual Fee shall be increased to $ for each year thereafter (prorated for a fractional year) that the License Agreement remains in effect; which increased fee shall commence and be payable in advance, on the day the Operating Agreement is terminated and continuing thereafter on the same day for each year thereafter. 4. Delivery, Installation. 4.1. Delivery. Delivery of the Software to the Sites together with user documentation (User Guide, Configuration Guide and Operations Guide) for the Software shall be prepared and • completed in accordance with the requirements of the Systems Agreement, and provided in Attachment E-1 4 17336.02100\8534777.3 228 numbers that are reasonably sufficient to enable Cofiroute, as Licensee's operator, to use the • Software in the ordinary course of the operation of the 91 Express Lanes (the "Documentation"). Other than as expressly set forth in the Systems Agreement, this License Agreement and/or the Escrow Agreement, Cofiroute shall have no obligation whatsoever to deliver to Licensee, and Licensee shall have no right to receive, any copies of the Software, or any source code or architecture of functional specifications therefor, or any Documentation. 4.2. Risk of Loss. If the Software or any Documentation is lost or damaged during initial shipment to the Sites, then Cofiroute shall replace it at no additional charge to Licensee. If the Software or any Documentation is lost or damaged while in Licensee's possession, then Cofiroute shall replace it on payment by Licensee to Cofiroute of Cofiroute's cost of reproduction. 4.3. Installation. 4.3.1. Cofiroute Duties. Cofiroute shall install the Software on the Designated Hardware pursuant to the terms of the ETTM Agreement and this License Agreement at the Sites and at such additional locations as Licensee may reasonably request; subject, however, to the provisions of Section 1.2 of this License Agreement. 4.3.2. Licensee's Duties. Licensee shall make available to Cofiroute, for installation of the Software pursuant to the Systems Agreement, the Designated Hardware and such additional equipment and facilities, including the 91 Express Lanes Facilities owned by Licensee as may be reasonably necessary to achieve installation and cutover of the Software. Licensee shall take such commercially reasonable actions as Cofiroute may require in order to enable Cofiroute to achieve both migration of all data and cutover from the existing RAMS to the Software on or before the date or time period set forth in the Project Schedule. 5. Warranty and Warranty Service. 5.1. Title. Subject to the provisions of Sections 5.1.3, Cofiroute warrants and represents to Licensee as follows: 5.1.1. Cofiroute has the right to license the Software to Licensee. 5.1.2. If the Software shall become, or in Cofiroute's opinion is likely to become, the subject of a claim of infringement of a copyright or patent, then Cofiroute may obtain for Licensee the right to continue using the Software, or replace or modify the Software to render it noninfringing. 5.1.3. Cofiroute shall not be obligated to indemnify Licensee against claims or liability arising out of or related to either (a) Licensee's modification or conversion of the Software and/or the subsequent use of any such modification or conversion, or (b) Licensee's use or combination of the Software with programs or data not supplied by Cofiroute. 5.2. Design, Workmanship and Materials. 17336.02100\8534777.3 Attachment E-1 5 229 • • • 5.2.1. Operating Warranties. For a period beginning on Substantial Completion and continuing for so long as both the Operating Agreement and the Maintenance Agreement shall remain in full force and effect (the "Warranty Period"), Cofiroute warrants as follows with respect to the operation of the Software (the "Operating Warranties"): 5.2.1.1.The Software shall conform to the Scope of Work in the Attachment B to the Systems Agreement. 5.2.1.2. The installation of the Software was performed m accordance with professional standards generally accepted in the industry. 5.2.1.3. The Software will be free of material defects or errors which substantially affect performance of the ETTM System, as that term is defined in the ETTM Agreement. 5.2.2. Limitation. Provided that the Software conforms to the RAMS Scope of Work and the Systems Agreement Scope of Work, Cofiroute does not warrant or represent that the Software is error free or bug free, or that Licensee will be able to use the Software without problems or interruptions; or that the Software and any equipment on which the Software is used will be free from vulnerability to attack on the network, including viruses and other techniques for attacking networks; provided, that nothing in this Section 5.2.2 shall in any way either (a) abate, diminish or extinguish, in whole or in part, Cofiroute' s duties herein; or (b) excuse any breach by Cofiroute of any of its obligations arising hereunder. • 5.2.3. Applicability of Operating Warranties to Re-Done Work. The Operating • Warranties shall apply to all portions of the Software corrected pursuant to this Section 5.2. 5.2.4. Exclusion. Cofiroute shall not be responsible for any damages caused by the abuse, misuse, or unauthorized modifications or repairs of the Software by Licensee, its agents or third parties. Any repairs necessitated by such abuse, misuse, unauthorized modifications or repairs shall be at Licensee's sole cost. 5.2.5. Warranty Repairs. 5.2.5.1.Within twenty-four (24) hours of receipt by Cofiroute of notice from Licensee specifying a failure of the Software to satisfy any of the Operating Warranties, Licensee and Cofiroute shall mutually agree how and by when Cofiroute shall remedy such failure, using the Cure Time Schedule which is attached hereto as Exhibit 2; provided, that in cases of an emergency requiring immediate curative action, the parties hereto shall so agree immediately upon notice to or by Licensee of such emergency. 5.2.5.2.Cofiroute shall complete all warranty repair work under this Section 5.2 within the applicable time for such work on the Cure Time Schedule; provided, that if the parties hereto are unable, within the applicable time provided herein, to agree on the cure time applicable to any item of warranty repair work, then Cofiroute shall complete the said work 17336.02100\8534777.3 Attachment E-1 6 230 within the cure time specified by Licensee (so long as Licensee shall have specified a cure time set forth in the Cure Time Schedule). 5.2.5.3.If Cofiroute shall have failed to complete such warranty repair work within the applicable time prescribed herein, then, subject to the provisions hereof and after notice to Cofiroute, Licensee may, at Cofiroute' s cost, perform such work or have it performed by reasonably qualified third parties. 5.2.5.4.If the parties are unable to resolve the following disputes by mutual agreement, then they shall do so under the provisions of Section 8: (a) Cofiroute's liability, if any, for the cost of performance of warranty work by Licensee as provided herein; and (b) Cofiroute's right, if any, to reimbursement of reasonable additional costs reasonably incurred by it in completing the warranty repair work within the time frame specified by Licensee. 6. Default and Termination. 6.1. Licensee. On the occurrence of any of the following, Licensee shall be deemed to be in material breach of this License Agreement: 6.1.1. Licensee shall have failed or refused to pay when due, ten (10) days after written notice from Cofiroute of such failure, any sums of money coming due to Cofiroute from Licensee under the terms of this License Agreement. 6.1.2. Licensee shall have breached any of its obligations arising under Sections 1.4 and/or 2.2 of this License Agreement, and Cofiroute shall have provided Licensee with ten (10) days notice of such breach and opportunity to cure. 6.1.3. Licensee shall have failed or refused, within ten (10) days after written notice from Cofiroute, to perform or observe any of its obligations arising under this License Agreement other than pursuant to Sections 1.4 and/or 2.2 hereof, and not involving the payment of money to Cofiroute. 6.1.4. A receiver, trustee in bankruptcy, or similar officer shall have been appointed to take charge of all or any part of Licensee's property. 6.1.5. Licensee shall have filed a petition for relief under the prov1s1ons of the Bankruptcy Code (11 U.S.C. §§ 101 et seq.), or such a petition shall have been filed against Licensee. 6.2. Termination. 6.2.1. The License shall be deemed to have terminated automatically and without further notice upon the occurrence of any of the following: • • 6.2.1.1.Expiration of the Term in accordance with the terms of this License • Agreement. 17336.02100\8534777.3 Attachment E-1 7 231 • • • 6.2.1.2.Licensee shall be, or be deemed to be, in material breach of this License Agreement. 6.2.1.3.Licensee's right to operate the RCTC 91 Express Lanes under the Toll Facilities Agreement shall have terminated. 6.2.2. Termination of the Operating Agreement shall not result in termination of this License Agreement. 6.3. Effect of Termination. Immediately upon the termination of the License, Licensee shall: (a) remove the Software from the Designated Hardware; and (b) return the Software and all Deposit Materials and Additional Deposits (as those terms are defined in the Escrow Agreement) then in Licensee's possession to Cofiroute together with (i) all Documentation in Licensee's possession and related to the Software, and (ii) a written certification from Licensee's Managing Director, under penalty of perjury, attesting to Licensee's performance of its obligations under this Section 6.3. 6.4. Remedies. The rights and remedies of each party provided in this Section 6 are in addition to any other rights and remedies provided by law or under this License Agreement. 6.5. Indemnification. Cofiroute shall indemnify, defend and hold harmless Licensee, its officers, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, including death, damage to or loss of property, arising out of or related to a breach by Cofiroute of this License Agreement. Cofiroute's maximum aggregate monetary liability to Licensee for any and all damages arising out of or related to any and all breaches by Cofiroute of this License Agreement or the Maintenance Agreement, and for indemnification of Licensee pursuant to this Section 6.5, including the Operating Agreement and all Exhibits, shall be as follows: 6.5.1 If, at the time a claim arises, either (a) the Operating Agreement, this License Agreement and the Maintenance Agreement are all in force; or (b) both the Operating Agreement and this License Agreement, but not the Maintenance Agreement, are in force; or ( c) the Operating Agreement alone is in force; then the said maximum aggregate monetary liability shall not exceed the sum of Five Million Dollars ($5,000,000.00). 6.5.2 If, at the time a claim arises, both this License Agreement and the Maintenance Agreement, but not the Operating Agreement, are in force, then the said maximum aggregate monetary liability shall not exceed the sum of Seven Hundred Thousand Dollars ($700,000.00). 6.5.3 If, at the time a claim arises, this License Agreement alone is in force, then the said maximum aggregate monetary liability shall not exceed the sum of Two Hundred Thousand Dollars ($200,000.00) . 17336.02100\8534777.3 Attachment E-1 8 232 6.6. Cofiroute shall indemnify, defend and hold harmless Licensee, its officers, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily injuries, including death, damage to or loss of property, arising out of or related to a breach by Cofiroute of this License Agreement. Cofiroute's maximum aggregate indemnification of Licensee, including the Operating Agreement and all Exhibits, shall be Five Million Dollars ($5,000,000) as provided in Paragraph C of Article 18 Indemnification of the Operating Agreement. 7. General Terms and Conditions. 7.1. Recitals. The Recitals are incorporated herein and made a part hereof. 7.2. Notices. Unless otherwise provided in this License Agreement, any notice required or permitted by this License Agreement to be given to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed: To Cofiroute: To Licensee: Cofiroute USA, LLC 5520 Trabuco Rd Irvine, CA 92620 Attn: Gary L. Hausdorfer, President and Chief Executive Officer Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Anne Mayer, Executive Director 7.3. Assignment of Contract. Licensee shall not, without Cofrroute's prior written consent, assign, delegate or otherwise transfer any of its rights or duties under this License Agreement; including without limitation, the License and the Software obtained pursuant to this License Agreement. Any attempted assignment, delegation or transfer by Licensee shall: (a) be null, void and of no force or effect whatsoever; and (b) constitute a material breach of this License Agreement by Licensee. 7.4. Amendments. No amendment or modification of this License Agreement shall be effective unless the same shall be in a writing duly executed by both parties hereto. 7.5. Nonwaiver. No failure to exercise, and no delay in exercising, a right, power, or privilege hereunder on the part of either party shall operate as a waiver of any such right, power, or privilege. No single or partial exercise of any right, power, or privilege hereunder shall preclude its further exercise. 7.6. Severability. If any part of this License Agreement shall be finally adjudged by a court • • of competent jurisdiction to be void, invalid or unenforceable, then that part of this License • Agreement shall be deemed severed herefrom; and the remainder of this License Agreement 17336.02100\8534777.3 Attachment E-1 9 233 • • • shall remain fully valid and enforceable as though the void, invalid or unenforceable part of this License Agreement were never a part hereof . 7.7. Governing Law. This License Agreement shall be deemed to have been made in, and shall be construed pursuant to, the internal laws of the State of California, without resort to principles of conflicts of choice of law. 7.8. Entire Agreement. This License Agreement is the final, complete and exclusive statement of the parties' agreement concerning the Software; and it supersedes and cancels all previous written and oral agreements, understandings, representations, undertakings and communications relating to the Software. 8. Dispute Resolution. 8.1. Administrative Dispute Resolution. Any dispute ansmg under the terms of this License Agreement which is not disposed of within a reasonable period of time by the Licensee's officers and Cofiroute's officers normally responsible for the administration of this License Agreement shall be brought to the attention of Licensee's Executive Director and Cofiroute's President for joint resolution. At the request of either party, Cofiroute shall provide a forum for discussion of the disputed item(s), at which time Licensee's Executive Director and Cofiroute's President shall use reasonable efforts to resolve such dispute. If resolution cannot be reached by such persons, then either party may seek resolution through the procedures provided below. 8.2. Arbitration. Any dispute arising under this License Agreement shall, if the same has not been satisfactorily resolved under Section 8.1 hereof, be resolved by arbitration in Orange County, California. Such arbitration shall be conducted in accordance with the then-current American Arbitration Association rules for commercial arbitration. Either party may demand such arbitration by giving written notice thereof to the other party; provided, that the party giving such notice shall name therein an Arbitrator. Within twenty (20) days thereafter, the other party shall by written notice to the original party appoint a second Arbitrator. The Arbitrators thus appointed shall, within fifteen (15) days after the appointment of the second Arbitrator, appoint a third Arbitrator; and such three Arbitrators shall promptly attempt to resolve such dispute; provided, that: 8.2.1. If the second Arbitrator shall not have been appointed as aforesaid, then the first Arbitrator shall alone proceed to determine such matter. 8.2.2. If the two Arbitrators appointed by the parties shall be unable to agree upon the selection of such third Arbitrator within fifteen (15) days after the appointment of the second Arbitrator, then they or either of them shall give written notice of such failure to the parties; and if the parties fail to agree upon the selection of such third Arbitrator within fifteen (15) days after the Arbitrators appointed by the parties give notice as aforesaid, then the third such Arbitrator shall be appointed by the American Arbitration Association; or on its failure, refusal or inability to act (for conflict of interest or any other reason), the parties may apply for such appointment to a court of competent jurisdiction . 17336.02100\8534777.3 Attachment E-1 10 234 8.2.3. The parties may present to the Arbitrators, in support of their respective positions, • any evidence made admissible under the laws of the State of California. 8.2.4. The Arbitrators may not: make any determination inconsistent with any of the terms of this License Agreement, or deprive either party thereto of any right in this License Agreement, or decide any matter other than the specific issue referred to arbitration as herein provided, or make any award of punitive damages. 8.2.5. The determination of the majority of the Arbitrators, or a sole Arbitrator, as the case may be, shall be conclusive upon the parties. The Arbitrators, or the sole.Arbitrator, as the case may be, shall give written notice to the parties stating their or his determination, and shall deliver to each party a signed copy thereof. 8.2.6. Each party shall pay the fees and expenses of the Arbitrator appointed by such party and one-half of the other expenses of the arbitration properly incurred hereunder. Judgment on the award may be entered in any court of competent jurisdiction. WHEREFORE, the parties hereto have executed and delivered this License Agreement as of the date first written above. 17336.02100\8534777.3 Attachment E-1 11 235 • • • • • SIGNATURE PAGE TO SOFTWARE LICENSE AGREEMENT COFIROUTE USA, LLC : By: _______________ _ Gary L. Hausdorfer Title: President and Chief Executive Officer RCTC: By:. _______________ _ Marion Ashley, Chair EXHIBIT 1 -DESIGNATED HARDWARE EXHIBIT 2 -CURE TIME SCHEDULE 17336.02100\8534777.3 Attachment E-1 12 236 EXHIBIT 1 DESIGNATED HARDWARE Server Operating System: The operating system on all RAMS severs, including the database server, will be at least Microsoft Windows Server Standard 2008 x64 or latest version available. Workstation Operating System: The operating system on all workstations will be Windows 7 . Cofiroute will validate Worstation OS before it can be deployed. Third Party Software: At the time of implementation a complete suite of required software needed to support the application will be published at·the current time: MS Internet Explorer, Mozilla Firefox, Adobe Acrobat Reader, etc. as required to enable all functions of RAMS and RAMS reporting. Database: The Relational Database Management System used by RAMS will be Microsoft SQL Server Enterprise 2008 x64 or latest version available. Hardware: All servers for the RAMS project will be HP based with Intel Xeon. The HP BladeSystem, HP Servers VMWARE ESX Enterprise will provide the server hardware standard for RAMS. 17336.02100\8534777.3 Attachment E-1 13 237 • • • • • • Category 1 2 3 4 EXHIBIT2 CURE TIME SCHEDULE Definition Business Critical. Production use of the system is not possible and no workaround exists. Customer requires resolution urgently due to financial, legal and public risk exposure. Production use of the system is possible, but a business function is disabled and no workaround exists. This category also applies to problems which severely impact the progress of an implementation project where no workaround exists. Production use of the system is possible, but a workaround is unacceptable for more than a short period due to the frequency of the affected function's usage and the criticality of the function. This category also applies to problems which severely impact implementation projects where there is an unacceptable long term workaround. All others. Production and/or implementation is not impacted severely for one of the following reasons: (a) an acceptable workaround exists; (b) the problem is resolved onsite; ( c) the problem is not severe; or (d) the extent of the problem is limited . Attachment E-1 14 17336.02100\8534777.3 238 Tan!et Action Initial response within 2 hours. Resource assigned immediately and remains assigned until resolution. Target Resolution: 8 hours. Initial response within 2 hours. Resource assigned within one day and remains assigned until resolution. Target Resolution: 48 hours. Initial response within one working day. Resource assigned within a day. Target Resolution: 10 Business Days Resolved as time permits, and made available as part of a regularly scheduled maintenance release. SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (this "Maintenance Agreement") is entered into as of , 2014, by and between Cofiroute USA, LLC, a Delaware limited liability company ("Cofiroute"); and Riverside County Transportation Commission, a California public entity ("RCTC"). RECITALS A. Cofiroute has been authorized by RCTC, as described herein, to design, develop, install, deliver, test and license to RCTC; a new, upgraded software back office revenue and account management system (the "RAMS") tailored to the unique requirements of the 91 Express Lanes. B. The parties contemplate that RAMS will include toll processing of lane system data (integrated with the existing ETTM system), operational processing of data for fare and trip calculation, automated replenishment of Customer Accounts, transponder inventory, financial processes, reporting, system monitoring and operations management, features supporting interoperability with other tolling Authorities, violation processing based on images(s) captured, collections processing, and general accounting functions and reports. The parties contemplate further that the customer service aspect of the RAMS will include such items as account establishment, account maintenance, account payment, secure web interface for customer account self-management, walk-in center activities, and secure IVR interface for customers . C. Concurrently herewith, Cofiroute and RCTC have entered into that certain Electronic Toll and Traffic Management System Integration and Implementation Agreement ("Agreement") (the "RAMS Scope of Work"); and that Cofiroute shall license the software to RCTC pursuant to that certain Software License Agreement (the "License Agreement"). D. RCTC desires that Cofiroute provide maintenance, technical support, and modification/enhancement services for the RAMS on the terms provided herein; but only insofar as the RAMS is used in connection with the 91 Express Lanes as the same are constituted on the date of this Maintenance Agreement. NOW, THEREFORE, for valuable and adequate consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Term. (a) Subject to the provisions of Section 9 hereof, the term of this Maintenance Agreement shall commence on the Substantial Completion, as defined in the Agreement, and shall continue through and including January 3, 2016 (the "Initial Term"). (b) This Maintenance Agreement shall renew again on January 3, 2016, and shall • • continue thereafter in full force and effect through and including January 2, 2021 (the "First Extension Term"); provided, that as of January 2, 2016: (a) Cofiroute shall have performed its obligations set forth herein, in that certain Operating Agreement between OCTA, RCTC and • 17336.02100\8534777.3 Attachment E-2 1 239 • • • Cofiroute ("ORCOA") and in the License Agreement; and (b) Cofiroute shall not then be in default under the ORCOA, or under this Agreement or the License Agreement . ( c) If this Maintenance Agreement is still in effect at the expiration of the OR CO A, then the Licensee shall continue thereafter until Licensee provides Cofiroute with written notice of Termination. (d) The Initial Term, each Extension Term and the Subsequent Term are collectively referred to herein as the "Term." 2. Cofiroute's Duties. (a) Cofiroute shall furnish all labor and support services set forth herein, to maintain, replace or otherwise preserve the functionality, reliability and operability of the RAMS so that the RAMS performs at all times in the accordance with the RAMS Scope of Work as that term is defined in Amendment No. 4. Cofiroute shall provide such industry standard maintenance support and services as may reasonably be required to insure the RAMS performance in accordance with the Functional Requirements. (b) Notwithstanding anything in this Maintenance Agreement to the contrary, Cofiroute shall have no obligation hereunder to provide any services with respect to the RAMS, insofar as the same may be used on or in connection with any extension of the 91 Express Lanes occurring after the date of this Maintenance Agreement. ( c) Cofiroute may enter into subcontracts with third parties in connection with the performance of its duties under this Maintenance Agreement. 3. Maintenance Service. Cofiroute shall provide maintenance services which are regularly scheduled maintenance ("Preventive Maintenance") and unscheduled maintenance ("Corrective Maintenance") as follows: ( e) Cofiroute shall perform Preventive Maintenance in accordance with a preventive maintenance program ("Preventive Maintenance Program"), which Cofiroute shall submit to RCTC for RCTC's approval no later than three (3) months after the Substantial Completion Date, as that term is defined in the License Agreement. The Preventive Maintenance Program shall commence upon RCTC's approval of the Preventive Maintenance Program. The Preventive Maintenance Program shall include that Cofiroute shall conduct routine general inspections of the RAMS at least two (2) times per week. The inspections shall take place even if no malfunctions occur during that period. (f) Cofiroute shall perform the following Corrective Maintenance: (i) Provide the required levels of on support materials in accordance with industry standards and practices to minimize any disruption to the operation of the RAMS. (ii) Initiate work on all problems requiring Corrective Maintenance within four (4) hours after being notified of the problem . 17336.02100\8534777.3 Attachment E-2 2 240 (iii) Use best efforts to restore all functionality which was lost and/or malfunctioning to service within 24 hours; provided, that Cofiroute shall make all repairs necessary to complete the Corrective Maintenance according to the Cure Time Schedule (Exhibit 1 to this Maintenance Agreement). 4. Allocation of Expenses. (a) All costs associated with the repair and/or restoration of RAMS failures or outrages caused by abuse, misuse, or unauthorized modification or repair by RCTC, its agents or third parties shall be at RCTC's expense. All costs associated with the repair and/or restoration of RAMS failures or outrages caused by abuse, misuse, or unauthorized modification or repair by Cofiroute, its agents or third parties shall be at Cofiroute's expense. Cofiroute shall repair RAMS failures or outages caused by Cofiroute or RCTC's personnel. (b) If RCTC desires that Cofiroute make such repair and/or restoration of the RAMS in a time frame which cannot be achieved by Cofiroute's personnel during scheduled work hours, then Cofiroute shall promptly advise RCTC of the estimated costs of such repair and/or restoration in writing; and upon RCTC's written authorization, Cofiroute shall perform such repair and/or restoration and RCTC shall pay Cofiroute the incremental labor costs and expenses associated with the repair and/or restoration upon receipt of an invoice. Cofiroute will be under no obligation to begin the repair or restoration until it received RCTC's written authorization. • 5. Repair and Restoration. Cofiroute shall use its best efforts to perform the necessary repairs and/or service restoration to return the RAMS to its normal operations at the earliest • practical time. The Parties recognize that time is of the essence. 6. Fees. RCTC shall pay Cofiroute an annual maintenance fee of $ ("Annual Fee"). The Annual Fee shall apply to Preventive and Corrective Maintenance described in Sections 3(a) and 3(b) above. (a) The Annual Fee shall be payable in equal semi-monthly installments payable in the same manner and on the same schedule as specified in Article 6(B) of the Operating Agreement. Such Annual Fee shall become due and payable with the Commencement Date and shall be prorated for partial years. Beginning on the first anniversary of this Maintenance Agreement, and continuing on each annual anniversary thereafter during the term of this Maintenance Agreement, the annual maintenance fee shall be adjusted in the same manner and by the same percentage as specified in Article 6 of the Operating Agreement, as amended. (b) In addition to the Annual Fee, an additional sum up to $150,000.00 per year has been budgeted and authorized by RCTC to pay for RAMS changes which are requested by RCTC ("Additional Fees"). The cost for each such requested change shall be based on Cofiroute's estimated number of hours to performed and based on the rate schedule set forth in Exhibit 2 to this Maintenance Agreement. From and after such time as RCTC shall have paid the full amount of the said $150,000 to Cofiroute, Cofiroute shall have no obligation hereunder to develop, install or implement any additional RAMS changes unless, for each such additional RAMS change, Cofiroute and RCTC shall have mutually executed and delivered a separate • change order therefor. 17336.02100\8534777.3 Attachment E-2 3 241 • • (c) The Additional Fees shall be paid upon Cofiroute's completion and RCTC's acceptance of the work and each Change Order in accordance with the specific terms of the Change Order. The Change Order shall be deemed accepted unless RCTC, within 15 days of Cofiroute's completion of such Change Order, objects to the work. 7. Personnel. (a) Cofiroute shall maintain a local maintenance force consisting of a sufficient number of qualified technicians to insure that, consistent with the terms hereof, corrective maintenance can be performed 24 hours a day, 365 days per year. (b) Cofiroute shall provide one (1) onsite technician, full time (i.e., eight (8) hours per day, Monday through Friday) and 24 hours a day, 7 days a week remote monitoring and maintenance service. ( c) Cofiroute shall designate a senior maintenance technician as the lead for purposes of coordination with RCTC. All Cofiroute's maintenance personnel shall have adequate experience and/or training in servicing software similar in nature to that which is to be maintained in the RAMS. Personnel not experienced in a specific maintenance function shall be supervised by an experienced worker until a sufficient level of experience has been gained to allow unsupervised activity. 8. Manuals. (a) Cofiroute shall provide three (3) copies of the RAMS Maintenance Manual (the "Maintenance Manual") to RCTC concurrent with the execution of this Maintenance Agreement. The Maintenance Manual shall be comprehensive and shall provide complete detailed technical descriptions of maintenance operations, including, but not limited to: (i) preventive maintenance schedule; (ii) trouble-shooting techniques; (iii) corrective measures, both temporary and permanent; (iv) maintenance techniques; and (v) location and availability of related support services. (b) The Maintenance Manual shall be prepared for technical personnel assigned to the maintenance of the RAMS. It shall include a general description, theory of operation, operator instructions, installation, test and trouble shooting procedures. The Maintenance Manual shall also include Preventive Maintenance and Corrective Maintenance procedures. 9. Termination. (a) Notwithstanding anything in this Maintenance Agreement to the contrary, this Maintenance Agreement shall be deemed to have terminated automatically and without further notice upon the occurrence of any of the following: (i) Expiration of the Term in accordance with the terms of this Maintenance Agreement. (ii) Either party hereto shall be, or be deemed to be, in material breach of such • party's obligations arising under this Maintenance Agreement; provided, that the breaching party Attachment E-2 4 17336.02100\8534777.3 242 shall have failed to cure the breach on or before the expiration of thirty (30) days after such party's receipt of a written notice from the non-breaching party describing the alleged breach with reasonable certainty. (iii) RCTC shall have ceased to hold a franchise from CalTrans to operate the 91 Express Lanes. (iv) The License Agreement shall have been terminated for any reason. (b) Termination of the Operating Agreement shall not result in the termination of this Maintenance Agreement. 10. RCTC's Responsibilities. During the Maintenance Period(s), RCTC will provide Cofiroute's maintenance technicians with adequate facilities, furniture and reasonable access to general office equipment. 11. Miscellaneous. (a) Recitals. The Recitals are incorporated herein and made a part hereof. (b) Notices. Unless otherwise provided in this Maintenance Agreement, any notice required or permitted by this Maintenance Agreement to be given to either party shall be deemed to have been duly given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed: To Cofiroute: ToRCTC: Cofiroute USA, LLC 20 Pacifica, Suite 420 Irvine, CA 92618 Attn: Gary L. Hausdorfer, President and Chief Executive Officer Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Anne Mayer, Executive Director ( c) Amendments. No amendment or modification of this Maintenance Agreement shall be effective unless the same shall be in a writing duly executed by both parties hereto. (d) Nonwaiver. No failure to exercise, and no delay in exercising, a right, power, or ' privilege hereunder on the part of either party shall operate as a waiver of any such right, power, or privilege. No single or partial exercise of any right, power, or privilege hereunder shall preclude its further exercise. 17336.02100\8534777.3 Attachment E-2 5 243 • • • • • • (e) Severability. If any part of this Maintenance Agreement shall be finally adjudged by a court of competent jurisdiction to be void, invalid or unenforceable, then that part of this Maintenance Agreement shall be deemed severed herefrom; and the remainder of this Maintenance Agreement shall remain fully valid and enforceable as though the void, invalid or unenforceable part of this Maintenance Agreement were never a part hereof. (f) Governing Law. This Maintenance Agreement shall be deemed to have been made in, and shall be construed pursuant to, the internal laws of the State of California, without resort to principles of conflicts of choice of law. (g) Entire Agreement. This Maintenance Agreement is the final, complete and exclusive statement of the parties' agreement concerning the Software; and it supersedes and cancels all previous written and oral agreements, understandings, representations, undertakings and communications relating to the Software. 12. Dispute Resolution. (a) Administrative Dispute Resolution. Any dispute arising under the terms of this Maintenance Agreement which is not disposed of within a reasonable period of time by the RCTC's officers and Cofiroute's officers normally responsible for the administration of this Maintenance Agreement shall be brought to the attention of RCTC's Chairman and Chief Executive Officer and Cofiroute's President for joint resolution. At the request of either party, Cofiroute shall provide a forum for discussion of the disputed item(s), at which time RCTC's Chairman and Chief Executive Officer and Cofiroute's President shall use reasonable efforts to resolve such dispute. If resolution cannot be reached by such persons, then either party may seek resolution through the procedures provided below. (b) Arbitration. Any dispute arising under this Maintenance Agreement shall, if the same has not been satisfactorily resolved under Section 8.1 hereof, be resolved by arbitration in Orange County, California. Such arbitration shall be conducted in accordance with the then- current American Arbitration Association rules for commercial arbitration. Either party may demand such arbitration by giving written notice thereof to the other party; provided, that the party giving such notice shall name therein an Arbitrator. Within twenty (20) days thereafter, the other party shall by written notice to the original party appoint a second Arbitrator. The Arbitrators thus appointed shall, within fifteen (15) days after the appointment of the second Arbitrator, appoint a third Arbitrator; and such three Arbitrators shall promptly attempt to resolve such dispute; provided, that: (i) If the second Arbitrator shall not have been appointed as aforesaid, then the first Arbitrator shall alone proceed to determine such matter. (ii) If the two Arbitrators appointed by the parties shall be unable to agree upon the selection of such third Arbitrator within fifteen (15) days after the appointment of the second Arbitrator, then they or either of them shall give written notice of such failure to the parties; and if the parties fail to agree upon the selection of such third Arbitrator within fifteen (15) days after the Arbitrators appointed by the parties give notice as aforesaid, then the third such Arbitrator shall be appointed by the American Arbitration Association; or on its failure, 17336.02100\8534 777.3 Attachment E-2 6 244 refusal or inability to act (for conflict of interest or any other reason), the parties may apply for such appointment to a court of competent jurisdiction. (iii) The parties may present to the Arbitrators, in support of their respective positions, any evidence made admissible under the laws of the State of California. (iv) The Arbitrators may not: make any determination inconsistent with any of the terms of this Maintenance Agreement, or deprive either party thereto of any right in this Maintenance Agreement, or decide any matter other than the specific issue referred to arbitration as herein provided, or make any award of punitive damages. (v) The determination of the majority of the Arbitrators, or a sole Arbitrator, as the case may be, shall be conclusive upon the parties. The Arbitrators, or the sole Arbitrator, as the case may be, shall give written notice to the parties stating their or his determination, and shall deliver to each party a signed copy thereof. (vi) Each party shall pay the fees and expenses of the Arbitrator appointed by such party and one-half of the other expenses of the arbitration properly incurred hereunder. Judgment on the award may be entered in any court of competent jurisdiction. 13. Indemnification. Cofiroute shall indemnify, defend and hold harmless Licensee, its officers, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, • including death, damage to or loss of property, arising out of or related to a breach by Cofiroute • of this License Agreement. Cofiroute's maximum aggregate monetary liability to Licensee for any and all damages arising out of or related to any and all breaches by Cofiroute of this Maintenance Agreement or the License Agreement, and for indemnification of Licensee pursuant to this Section 13, including the Operating Agreement and all Exhibits, shall be as follows: (a) If, at the time a claim arises, the Operating Agreement, this Maintenance Agreement and the License Agreement are all in force, then the maximum aggregate monetary liability shall not exceed the sum of Five Million Dollars ($5,000,000.00) (b) If, at the time a claim arises, both this Maintenance Agreement and the License Agreement, but not the Operating Agreement, are in force; then the maximum aggregate monetary liability shall not exceed the sum of Seven Hundred Thousand Dollars ($700,000.00). WHEREFORE, the parties hereto have executed and delivered this Maintenance Agreement as of the date first written above. 17336.02100\8534777.3 [Signatures on following page] Attachment E-2 7 245 • • • • SIGNATURE PAGE TO SOFTWARE MAINTENANCE AGREEMENT COFIROUTE USA, LLC : By:. _____________ _ Gary L. Hausdorfer Title: President and Chief Executive Officer RCTC: By:~~~~~~~~~~~~~~~~ Marion Ashley, Chair EXHIBIT 1 -CURE TIME SCHEDULE EXHIBIT 2 -RA TE SCHEDULE 2661-029\Maintenance Agreement (01-10-14 ).doc 17336.02100\8534 777.3 Attachment E-2 8 246 Category 1 2 3 4 EXHIBIT 1 CURE TIME SCHEDULE Definition Business Critical. Production use of the system is not possible and no workaround exists. Customer requires resolution urgently due to financial, legal and public risk exposure. Production use of the system is possible, but a business function is disabled and no workaround exists. This category also applies to problems which severely impact the progress of an implementation project where no workaround exists. Production use of the system is possible, but a workaround is unacceptable for more than a short period due to the frequency of the affected function's usage and the criticality of the function. This category also applies to problems which severely impact implementation projects where there is an unacceptable long term workaround. All others. Production and/or implementation is not impacted severely for one of the following reasons: (a) (b) (c) (d) an acceptable workaround exists; the problem is resolved onsite; the problem is not severe; or the extent of the problem is limited. Attachment E-2 9 17336.02100\8534777.3 247 • Target Action Initial response within 2 hours. Resource assigned immediately and remains assigned until resolution. Target Resolution: 8 hours. Initial response within 2 hours. Resource assigned within one day and remains assigned until resolution. Target Resolution: 48 hours. • Initial response within one working day. Resource assigned within a day. Target Resolution: 10 Business Days Resolved as time permits, and made available as part of a regularly scheduled maintenance release. • • • • EXHIBIT2 RATE SCHEDULE The rate is $160 USD per hour. Rate is for normal business hours and is exclusive of travel & living expenses, and no overtime. This rate is valid for the first year of maintenance, assuming maintenance will start on Sept. 1/2010. The rate is subject to escalation adjustment beginning on the first anniversary of the Maintenance Agreement (Aug 31, 2011 ) and continuing on each annual anniversary thereafter during the term of this Maintenance Agreement, the daily rate shall be adjusted in the same manner and by the same percentage as specified for the Annual Maintenance Fee . 17336.02100\8534777.3 Attachment E-2 10 248 SOFTWARE ESCROW AGREEMENT This Software Escrow Agreement (this "Escrow Agreement") is made as of _______ , 2014, by and between Riverside County Transportation Commission, a California public entity ("RCTC"); Cofiroute USA, LLC, a Delaware limited liability company ("Cofiroute"); and NCC Group, Inc., a Virginia corporation ("Escrow Agent"). RECITALS A. Cofiroute has developed and owns certain software generally described as a back-office revenue and account management system that is tailored to the unique requirements of the 91 Express Lanes (the "Software"). B. Cofiroute and RCTC heretofore have mutually executed and delivered: that certain Electronic Toll and Traffic Management Systems Integration and Implementation Agreement ("Agreement"), that certain Software License Agreement, pursuant to which Cofiroute will license the Software to RCTC, and RCTC will pay Cofiroute a fee therefor (the "License Agreement"); and that certain Software Maintenance Agreement (the "Maintenance Agreement"), pursuant to which Cofiroute will maintain the Software for RCTC. C. Cofiroute, RCTC and Orange County Transportation Authority are parties to that certain Operating Agreement for the 91 Express Lanes ("ORCOA"). D. RCTC and Cofiroute now desire to provide for the delivery of the source code and certain related documentation for the Software into an escrow, and for the disposition of such items from such escrow, all as set forth herein. NOW, THEREFORE, for valuable and adequate consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. Delivery. Within ten (10) days after execution of this Escrow Agreement, Cofiroute shall deliver to Escrow Agent a sealed package containing magnetic tapes, disks, disk packs, or other forms of media, in machine readable form, containing: (a) a copy of the Software; (b) all computer source code required to permit RCTC to implement, operate and maintain the Software; and ( c) the written documentation (including media indexes) prepared in connection therewith, all as identified in Exhibit 1 hereto (the "Deposit Materials"). Escrow Agent shall hold the Deposit Materials in accordance with the terms hereof. Escrow Agent shall have no obligation to verify the completeness or accuracy of the Deposit Materials. 2. Storage; Duplication; Updates. (a) Escrow Agent shall take such actions as may be reasonably necessary to preserve the Deposit Materials and all Additional Deposits (defined below) against damage, loss or decay, whether by natural causes or otherwise. • • (b) Escrow Agent may duplicate the Deposit Materials by any means in order to • comply with the terms and provisions of this Escrow Agreement; and Cofiroute shall bear the Attachment E-3 1 17336.02100\8534777.3 249 reasonable expense of such duplication. Alternatively, Escrow Agent, by written notice to • Cofiroute, may require Cofiroute to reasonably promptly duplicate the Deposit Materials. • • ( c) Cofiroute shall deposit with Escrow Agent one (1) copy of any modifications, updates, new releases or additional documentation related to the Deposit Materials (an "Additional Deposit") as soon as practicable after the same shall have been developed by Cofiroute. Escrow Agent shall hold all Additional Deposits in accordance with the terms hereof. Escrow Agent shall have no obligation to verify the accuracy or completeness of any Additional Deposit. 3. Notification of Deposits. Simultaneously with the delivery to Escrow Agent of the Deposit Materials or any Additional Deposit, as the case may be, Cofiroute shall deliver to Escrow Agent and to RCTC a written statement specifically identifying all items deposited and stating that the Deposit Materials or any Additional Deposit, as the case may be, so deposited have been inspected by Cofiroute and are complete and accurate. 4. Delivery to RCTC. (a) RCTC may obtain the Deposit Material and all Additional Deposits from Escrow Agent under the following procedure: (i) If RCTC shall have terminated the Maintenance Agreement by reason of Cofiroute's default thereunder, then concurrently with such termination, RCTC may deliver to Escrow Agent, all of the following: (A) Written notification and certification that RCTC is entitled to access as a result of the termination of the Maintenance Agreement by reason of Cofiroute's breach thereof (a "Release Notice"); provided, that the said Notice shall specify the specific Section of the Maintenance Agreement under which RCTC is entitled to access; (B) Evidence satisfactory to Escrow Agent that RCTC has previously served a copy of the Release Notice on Cofiroute; (C) A written demand that the Deposit Materials and all Additional Deposits be released and delivered to RCTC; (D) A written undertaking from RCTC that the Deposit Materials and Additional Deposits being delivered to RCTC will be used only by RCTC and only as permitted under terms of the License Agreement; (E) Specific instructions from RCTC regarding the address for this delivery; and (ii) Cofiroute shall have thirty (30) days from the date of service of the Release Notice on it (the "Objection Period") to notify Escrow Agent and RCTC, in writing of its objection to the release of the Deposit Materials and the Additional Deposits to RCTC (an "Objection") . 17336.02100\8534777.3 Attachment E-3 2 250 (iii) If Cofiroute shall have timely served an Objection on Escrow Agent and • RCTC, then Escrow Agent shall not release the Deposit Materials or any Additional Deposits to RCTC unless and until RCTC shall have served on Escrow Agent, either (A) a certified copy of an award from an arbitral panel, issued in accordance with Section 7 hereof and directing the release of the Deposit Materials and any Additional Materials to RCTC; or (B) a writing executed by both RCTC and Cofiroute and directing the release of the Deposit Materials and any Additional Materials to RCTC. (iv) If Cofiroute shall have failed, on or before the expiration of the Objection Period, to serve an Objection on Escrow Agent and RCTC as set forth above, then Escrow Agent shall, within a reasonable period after the expiration of the Objection Period, deliver the Deposit Materials and all Additional Deposits to RCTC. Escrow Agent shall have no further liability under this Escrow Agreement following such delivery. (b) RCTC's right to retain the Deposit Materials and all Additional Deposits shall be subject to the provisions of the License Agreement; including without limitation, Sections 1.4 ("Copies"), 2.2 ("Nondisclosure; Security") and 2.3 ("Copyrights and Other Marks"). As between Cofiroute and RCTC, and notwithstanding the provisions of Section 23 of the Operating Agreement, title to the Deposit Materials and all Additional Deposits shall at all times remain with Cofiroute. 5. Delivery to Cofiroute. At such time as the License Agreement shall have been terminated, Cofiroute may notify Escrow Agent and RCTC, in writing, of such termination; and within a reasonable period after Escrow Agent's receipt of such notice, Escrow Agent shall • deliver the Deposit Materials and all Additional Deposits to Cofiroute. Escrow Agent shall have no further liability under this Escrow Agreement following such delivery. 6. Indemnity. (a) RCTC and Cofiroute shall, jointly and severally, indemnify and hold harmless Escrow Agent and each of its directors, officers, agents, employees and stockholders ("Escrow Agent Indemnitees") absolutely and forever, from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever, including reasonable attorneys' fees and costs, that may be asserted against Escrow Agent Indemnitee in connection with the lawful performance by any Escrow Agent lndemnitee of Escrow Agent's duties hereunder. (b) Escrow Agent shall indemnify and hold harmless RCTC and Cofiroute and each of their respective directors, officers, agents, employees and members, absolutely and forever, from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees, charges and any other expenses whatsoever, including reasonable attorney's fees and costs, that are cause by the negligent acts or omissions of or a breach of any contractual duty by Escrow Agent, its employees, agents or sub-contractors; provided, that (i) Escrow Agent's total liability with regard to all claims arising under or by virtue of this Escrow Agreement or in connection with the performance or contemplated 17336.02100\8534777.3 Attachment E-3 3 251 • • • • performance of this Escrow Agreement, shall not exceed the sum of US$100,000 (One Hundred Thousand US Dollars); (ii) Escrow Agent shall not be liable for any special, indirect, incidental or consequential damages whatsoever; (iii) Escrow Agent shall not be responsible in any manner whatsoever for any failure or inability ofRCTC or Cofiroute to perform or comply with any provision of this Escrow Agreement; (iv) Escrow Agent shall not be liable in any way to RCTC or Cofiroute for acting in accordance with the terms of this Escrow Agreement and specifically (without limitation) for acting upon any notice, written request, waiver, consent, receipt, statutory declaration or any other document furnished to it pursuant to and in accordance with this Escrow Agreement; and (v) Escrow Agent shall not be required to make any investigation into and shall be entitled in good faith without incurring any liability to RCTC or Cofiroute to assume (without requesting evidence thereof) the validity, authenticity, veracity and due and authorized execution of any documents, written requests, waivers, consents, receipts, statutory declarations or notices received by it in respect of this Escrow Agreement. 7. Disputes and Interpleader . (a) If Cofiroute shall have timely served an Objection Notice on Escrow Agent and RCTC, then the dispute shall be submitted to, and settled by arbitration by, a panel of three (3) arbitrators chosen by the American Arbitration Association. The arbitrators shall apply California law. At least one (1) arbitrator shall be reasonably familiar with the computer software industry. The decision of the arbitrators shall be binding and conclusive on all parties involved, and judgment upon their decision may be entered into a court of competent jurisdiction. All costs of the arbitration incurred by Escrow Agent, including reasonable attorneys' fees and costs, shall be paid by the party which does not prevail in the arbitration; provided, that if the arbitration is settled prior to a decision by the arbitrators, then such costs shall be borne equally by RCTC and Cofiroute. (b) In the event of any dispute between any of Escrow Agent, RCTC and/or Cofiroute relating to delivery of the Deposit Materials by Escrow Agent other than as set forth in Section 6(a) above, then any party hereto may submit the matter to any court of competent jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Agent in connection therewith, including reasonable attorneys' fees and costs, shall be borne equally by RCTC and Cofiroute. ( c) Escrow Agent shall perform any acts ordered by any court of competent jurisdiction, without any liability or obligation to any party hereunder by reason of such act. 8. Terms and Renewal. 17336.02100\8534777.3 Attachment E-3 4 252 (a) The initial term of this Escrow Agreement shall commence on the Substantial • Completion Date, as that term is defined in the Agreement, and shall expire on June 30, 2016 (the "Initial Term"). This Escrow Agreement shall be automatically extended for an additional term of one year (an "Additional Term") at the end of the Initial Term and at the end of each Additional Term hereunder unless, on or before ninety (90) days prior to the end of the Initial Term or an Additional Term, as the case may be, either (i) Escrow Agent notifies RCTC and Cofiroute that it wishes to terminate the Escrow Agreement at the end of such term, or (ii) RCTC and Cofiroute jointly notify Escrow Agent that they wish to terminate the Escrow Agreement at the end of such term. (b) In the event of termination of this Escrow Agreement in accordance with Section 8(a) hereof: (i) RCTC and Cofiroute each shall be responsible for and shall pay one-half of all fees due Escrow Agent; (ii) Escrow Agent shall return to Cofiroute all copies of the Deposit Materials and Additional Deposits then in Escrow Agent's possession; and (iii) RCTC and Cofiroute shall promptly enter into a mutually acceptable agreement with a substitute escrow agent for the escrow of the Deposit Materials and all Additional Deposits. (c) Termination of the ORCOA shall not result in the termination of this Escrow Agreement. 9. Fees. RCTC and Cofiroute each shall be responsible for, and shall pay to Escrow Agent, one-half of the applicable fees set forth in Exhibit 2, attached hereto, as compensation for Escrow Agent's services under this Escrow Agreement. (a) Invoices. Escrow Agent shall issue an invoice to RCTC and Cofiroute following this execution of this Escrow Agreement ("Initial Invoice"), on the commencement of any Additional Term hereunder and in connection with the performance of any additional services hereunder. All fees and charges are exclusive of, and RCTC and Cofiroute each are equally responsible for, the payment of, all sales, use and like taxes. Escrow Agent shall have no obligations under this Escrow Agreement until the Initial Invoice has been paid in full. (b) Nonpayment. In the event of nonpayment of any fees or charges invoiced by Escrow Agent, Escrow Agent shall give notice of non-payment of any fee due and payable hereunder to RCTC and Cofiroute; and, in such an event, RCTC and Cofiroute each shall have the right to pay, within ten (10) days after receipt of such notice, the portion of the unpaid fee not paid by the other party. Upon payment of the unpaid fee by either RCTC or Cofiroute, as the case may be: (i) this Escrow Agreement shall continue in full force and effect until the end of the applicable term; and (ii) the non-paying party shall pay to the other party, promptly on demand, all fees required hereunder to be borne by the non-paying party but paid by the paying party. Failure to pay the unpaid fee under this Section 9(b) by both RCTC and Cofiroute shall result in termination of this Escrow Agreement. ( c) Additional Services. If Escrow Agent is required to perform any additional or extraordinary services as a result of being an escrow agent under this Escrow Agreement, including intervention in any litigation or proceeding, then Escrow Agent shall receive reasonable compensation for such services and be reimbursed for all costs incurred, including 17336.02100\8534777.3 Attachment E-3 5 253 • • • • • reasonable attorney's fees. RCTC and Cofiroute each shall be responsible for the payment of one-half of such compensation and fees . (d) Change in Fees. Escrow Agent shall be entitled to review and vary its standard fees and charges for its services under this Escrow Agreement from time to time upon 45 days written notice; provided, that no such change in any such fees and charges shall be effective at any time prior to July 1, 2016. (e) Payment. All invoices are payable within 30 days from the date of invoice. Interest shall accrue at the lesser of 1.5% per month or the maximum amount permitted by applicable law for any fees that are undisputed by the paying party and remain unpaid for more than 30 days past the due date of the applicable invoice. (f) Disputes. In the event of a dispute made in good faith as to the amount of fees, the party responsible for payment agrees to remit payment on any undisputed amount( s) in accordance with this Section 9. In such circumstances, the interest on the fees shall not accrue as to any disputed amounts unless not paid within 30 days after such dispute has been resolved by the parties. 10. Ownership of Deposit Materials. Escrow Agent, RCTC and Cofrroute recognize and acknowledge that at all times during the term of this Escrow Agreement and after the expiration thereof, ownership of the Deposit Materials and all Additional Deposits shall remain with Cofiroute; irrespective of any delivery of the Deposit Materials or any Additional Deposits to RCTC . 11. Bankruptcy. RCTC and Cofiroute acknowledge that this Escrow Agreement is an agreement supplementary to the License Agreement as provided in the Bankruptcy Code. The parties acknowledge that if either party, acting in the capacity of a debtor in possession, or a trustee in Bankruptcy in a case under the Bankruptcy Code, shall rightfully disaffirms the License Agreement and/or this Escrow Agreement as provided in the Bankruptcy Code, then upon written request to the other party or the Bankruptcy Trustee, there shall not be any interference with the rights of the other party as provided in the License Agreement and this Escrow Agreement, including the right to obtain the Deposit Materials from Escrow Agent. 12. Miscellaneous. (a) Remedies. Except for breach of contract, actual fraud, gross negligence or intentional misconduct, Escrow Agent shall not be liable to RCTC or Cofrroute for any act, or failure to act, by Escrow Agent in connection with this Escrow Agreement. Any liability of Escrow Agent, regardless of the cause, shall be limited to the actual cost of the new blank magnetic media. Escrow Agent will not be liable for special, indirect, incidental or consequential damages hereunder. (b) Natural Degeneration; Updated Version. The parties acknowledge that as a result of the passage of time alone, the Deposit Materials are susceptible to loss of quality ("Natural Degeneration"). It is further acknowledged that Escrow Agent shall have no liability or responsibility to any person or entity for any Natural Degeneration. For the purpose of reducing 17336.02100\8534777.3 Attachment E-3 6 254 the risk of Natural Degeneration, Cofiroute shall deliver to Escrow Agent a new copy of the • Deposit Materials and any Additional Deposits at least once every three (3) years. ( c) Permitted Reliance and Abstention. Escrow Agent may rely and shall be fully protected in acting or refraining from acting upon any notice or other document believed by Escrow Agent reasonably and in good faith to be genuine and to have been signed or presented by the proper person or entity. Escrow Agent shall have no duties or responsibilities except those expressly set forth herein. (d) Independent Contractor. Escrow Agent is an independent contractor, and is not as employee or agent of either RCTC or Cofiroute. ( e) Amendments. This Escrow Agreement shall not be modified or amended except by a writing executed by the parties hereto. (f) Entire Agreement. This Escrow Agreement, including all exhibits hereto: supersedes all prior discussions, understandings and agreements between the parties with respect to the matters contained herein; and constitutes the entire agreement between the parties with respect to the matters contemplated herein. All exhibits attached hereto are by this reference made a part of this Escrow Agreement and are incorporated herein. (g) Counterparts; Governing Law. This Escrow Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Escrow Agreement. This Escrow • Agreement shall be constructed and enforced in accordance with the laws of the State of California. (h) Confidentiality. Escrow Agent will hold and release the Deposit Materials and all Additional Deposits only in accordance with the terms and conditions hereof, and will maintain the confidentiality of the Deposit Materials and all Additional Deposits. (i) Notices. All notices, requests, demands or other communications required or permitted to be given or made under this Escrow Agreement shall be in writing and shall be delivered by hand or by commercial overnight delivery service which provides for evidence of receipt, or mailed by certified mail, return receipt requested, postage prepaid, and addressed as follows: Ifto RCTC: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Anne Mayer, Executive Director If to Cofiroute: Cofiroute USA, LLC 20 Pacifica, Suite 420 Irvine, CA 92618 Attn: Gary L. Hausdorfer, President and Chief Executive Officer Attachment E-3 7 17336.02100\8534777.3 255 • • • • If to Escrow Agent: NCC Group, Inc . 1731 Technology Dr., Suite 880 San Jose, CA 95110 Attn: Craig Motta, Gen. Mgr., No. American Operations If delivered personally, the date on which the notice, request, or instruction is delivered shall be the date on which the delivery is deemed to be made; and if delivered by mail or by commercial overnight delivery service, one (1) the date on which such notice, request, instruction or document is deposited with the applicable carrier for delivery shall be the date on which delivery is deemed to be made. Any party may change its address for the purpose of this Escrow Agreement by notice is writing to the other party as provided herein. G) Survival. Sections 4(b), 6, 7, 9, 10 and 11 hereof shall survive any termination if this Escrow Agreement. (k) No Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or single or partial exercise of any right, power or remedy by any party will preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Escrow Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof. (1) Assignment. This Escrow Agreement shall bind and inure to the benefit of Cofiroute, Escrow Agent, RCTC and their respective successors and assigns. Except where Escrow Agent merges, is acquired or has substantially all of its assets acquired and the new entity or acquirer agrees to assume all of Escrow Agent's obligations and liabilities under this Escrow Agreement, Escrow Agent shall not assign, transfer or subcontract this Escrow Agreement or any rights or obligations hereunder without the prior written consent of the other parties. Cofiroute and RCTC may not assign this Escrow Agreement or any part hereof without the prior written consent of the other parties. (m) Severabilitv. If any part of this Escrow Agreement shall be finally adjudged by a court of competent jurisdiction to be void, invalid or unenforceable, then that part of this Escrow Agreement shall be deemed severed here from; and the remainder of this Escrow Agreement shall remain fully valid and enforceable as though the void, invalid or unenforceable part of this Escrow Agreement were never a part hereof IN WITNESS WHEREOF, each of the parties has caused its duly authorized officer to execute this Escrow Agreement as of the date and year first above written . 17336.02100\8534777.3 Attachment E-3 8 256 17336.02100\8534777.3 SIGNATURE PAGE TO SOFTWARE ESCROW AGREEMENT COFIROUTE USA, LLC : By:. _______________ _ Gary L. Hausdorfer Title: President and Chief Executive Officer RCTC: By: _______________ _ Marion Ashley, Chair NCC GROUP, INC., a Virginia Corporation Craig Motta General Manager, No. American Operations Attachment E-3 9 257 • • • • • • EXHIBIT 1 TO ESCROW AGREEMENT Product Name Version# Description of Materials Deposited: Applications, languages and/or utilities required to access, compile, maintain and/or operate: 17336.02100\8534777.3 DEPOSIT MATERIALS Attachment E-3 10 258 Date: EXHIBIT 2 TO ESCROW AGREEMENT FEE SCHEDULE Fees to be paid by RCTC shall be as follows: Initial Fee: $445 (One-time fee payable upon execution of agreement) Annual Fee: $837.50 (Payable once, yearly, for the course of the agreement) Fees to be paid by Cofiroute shall be as follows: Initial Fee: $445 (One-time fee payable upon execution of agreement) Annual Fee: $837.50 (Payable once, yearly, for the course of the agreement) 17336.02100\8534777.3 Attachment E-3 11 259 • • • • • • ATTACHMENT F INSURANCE COVERAGE REQUIREMENTS INSURANCE REQUIREMENTS A. Without limiting Systems Integrator's indemnification obligations as they pertain to RCTC and its board members, officers, directors, employees, representatives, agents, successors and assigns, and prior to commencement of any work or services hereunder, Systems Integrator shall procure and continuously maintain in full force and affect through the Term of this Agreement, insurance coverages specified herein. Systems Integrator shall amend, supplement or endorse any existing coverage used by Systems Integrator to fulfill its obligations hereunder, as necessary, to comply with the requirements contained in this Attachment F. Systems Integrator shall provide the following insurance coverage: 1. Commercial General Liability insurance, to include premises, operations, products-completed operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract, with a minimum limit of $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage shall be at least as broad as provided by Insurance Services Office form CG 00 01 with no endorsements further limiting coverage unless specifically approved by RCTC . 2. Automobile Liability insurance to include owned, hired and non-owned autos with a combined single limit of not less than $1,000,000.00 each accident. Coverage must be at least as broad as provided by Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Systems Integrator arising out of or in connection with work or services performed under this Agreement and must include a waiver of subrogation in favor of RCTC; 3. Workers' Compensation insurance with limits as required by the State of California, including waiver of subrogation, in favor of RCTC, and its officers, directors, employees and agents and Employer's Liability Insurance with a minimum limit of $1,000,000 each accident for bodily injury by accident and each employee for bodily injury by disease. 4. Umbrella or excess liability insurance with limits of not less than 17336.02100\8534777.3 Attachment F 1 260 $9,000,000 per occurrence and aggregate that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, auto liability, and employer's liability. Such policy or policies shall include the following terms and conditions: (a) A drop down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; (b) Pay on behalf of wording as opposed to reimbursement; ( c) Concurrency of effective dates with primary policies; ( d) Policies shall "follow form" to the underlying primary policies; and ( e) Insureds under primary policies shall also be insureds under the umbrella or excess policies. 5. Errors and omissions liability insurance with limits in an amount not less than $5,000,000 per claim for Systems Integrator, and $1,000,000 per claim for subcontractors of Systems Integrator performing professional services, and appropriate to their profession. Such insurance shall be maintained for a period of three (3) years following Final Acceptance. B. In addition to the policies required under Section A above, Systems Integrator shall provide Builder's Risk insurance or an installation floater as follows: 1. Upon ETTM Infrastructure Turnover and with approval of RCTC, Systems Integrator shall obtain and maintain a policy of builder's risk insurance or an installation floater for the Work as specified below. The named insureds shall be Systems Integrator, all Subcontractors (excluding those solely responsible for design Work) of any tier, suppliers, RCTC and OCTA. Systems Integrator shall not be required to maintain property insurance for any portion of the Work following Substantial Completion. 2. Minimum Coverage and Scope. (a) Coverage shall be for the replacement value thereof for "all risks" of direct physical loss or damage, including earth movement and flood coverage, with a minimum limit of Attachment F 2 17336.02100\8534777.3 261 • • • • • • no less than $8 Million Dollars and shall include delay coverage, for delays resulting from a covered claim, with no sublimit. (b) Policy must include: (1) coverage against machinery accidents and operational testing; (2) coverage for removal of debris, subject to a sub-limit of no less than 25% of the loss, and insuring the equipment, materials, facilities, fixtures and allother properties constituting a part of the Work; (3) transit coverage, including ocean marine coverage (unless insured by the Supplier or through a separate marine cargo policy), with sub-limits sufficient to insure the full replacement value of any key equipment item; (4) coverage with sub-limits sufficient to insure the full replacement value of any property or equipment stored either on or off the Site; and (5) coverage for loss of revenue resulting from delayed opening. Such insurance shall be on a form reasonably acceptable to RCTC to ensure adequacy of terms and sublimits. There shall be no coinsurance penalty provision in any such policy. Deductibles or self-insured retentions shall be no greater than 5% of the total value insured at the time of loss subject to a minimum deductible no greater than $250,000. All deductibles or self-insured retentions shall be the responsibility of Systems Integrator. C. The policies are to contain, or be endorsed to contain, the following provisions: 1. All liability policies including general liability, excess liability and automobile liability, but not including professional liability, shall include RCTC and the California Department of Transportation ("CAL TRANS") and their officers, directors, employees and agents shall be included as insureds; and 2. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by RCTC. and/or CALTRANS.; and 3. All policies shall require that thirty (30) Days prior written notice of cancellation, nonrenewal of coverage or material change be given to RCTC. D. The Certificate of Insurance shall reference Agreement Number _____ and, the Procurement Administrators' Name, Matthew Wallace. E. Upon the request of RCTC, certified, true and exact copies of each of the insurance policies shall be provided to RCTC. F. RCTC shall notify Systems Integrator m writing of any changes m the Attachment F 3 17336.02100\8534777.3 262 requirements to insurance required to be provided by Systems Integrator. Except as set forth in this Article, any additional cost from such change shall be paid by RCTC, and any reduction in cost shall reduce the compensation payable to Systems Integrator pursuant to a change order. G. Unless a waiver or modification is agreed upon in writing by the RCTC, Systems Integrator shall also include in each subcontract the stipulation that subcontractors shall maintain coverage in the amounts and of the types required as provided in this Agreement. Notwithstanding the foregoing, the umbrella or excess coverage requirement specified in (A)(4) above shall not apply to subcontractors of Systems Integrator, and the errors and omissions coverage requirement specified in (A)(5) shall only apply to subcontractors of Systems Integrator performing professional services under this Agreement. H. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against AUTHORITY, COMMISSION and their officers, directors, employees and agents, or shall specifically allow CONTRACTOR or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. CONTRACTOR hereby waives its own right of recovery against AUTHORITY, COMMISSION and their officers, directors, employees and agents, and shall require similar written express waivers and insurance clauses from each of its subcontractors. I. Requirements of specific coverage features or limits contained in this Attachment E are not intended as a limitation on coverage, limits or other requirements, or a waiver of any • coverage normally provided by any insurance. Specific reference to a given coverage feature is • for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. J. Any self-insured retentions must be declared to and approved by RCTC. RCTC reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by RCTC. K. If Systems Integrator or any subcontractor fails to provide and maintain insurance as required herein, RCTC shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Systems Integrator's right to continue performance of the services under this Agreement until proper evidence of insurance is provided. Any amounts paid by RCTC shall, at RCTC's sole option, be deducted from amounts payable to Systems Integrator or reimbursed by Systems Integrator upon demand. 17336.02100\8534777.3 Attachment F 4 263 • • • • L. Systems Integrator shall give RCTC prompt and timely notice of claims made or suits instituted that arise out of or result from Systems Integrator's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. RCTC assumes no obligation or liability by such notice, but have the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve RCTC. M. Systems Integrator shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work and services hereunder. N. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A-(or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by RCTC . 17336.02100\8534777.3 Attachment F 5 264 ATTACHMENT G RESOLUTION OF CLAIMS a. In accordance with Public Contract Code Sections 20104 et seq. and other applicable Law, claims of $375,000 or less which arise between Systems Integrator and RCTC shall be resolved under the following the statutory procedure unless RCTC has elected to resolve the dispute pursuant to Public Contract Code Section 10240 et seq. b. All Claims: All claims shall be submitted in writing and accompanied by substantiating documentation. Claims must be filed on or before the date of final payment unless other requirements are provided in the Agreement. "Claim" means a separate demand by the claimant for (1) a time extension, (2) payment of money or damages arising from work done by or on behalf of the claimant and payment of which is not otherwise expressly provided for or the claimant is not otherwise entitled, or (3) an amount the payment of which is disputed by RCTC. c. Claims Under $50,000. RCTC shall respond in writing to the claim within 45 Days of receipt of the claim, or, RCTC may request, in writing, within 30 Days of receipt of the claim, any additional documentation supporting the claim or relating to defenses or claims RCTC may have. If additional information is needed thereafter, it shall be provided upon mutual agreement of RCTC and the claimant. RCTC's written response • shall be submitted 15 Days after receiving the additional documentation, or within the • same period of time taken by the claimant to produce the additional information, whichever is greater. d. Claims over $50,000 but less than or equal to $375,000. RCTC shall respond in writing within 60 Days of receipt, or, may request in writing within 30 Days of receipt of the claim, any additional documents supporting the claim or relating to defenses or claims RCTC may have against the claimant. If additional information is needed thereafter, it shall be provided pursuant to mutual agreement between RCTC and the claimant. RCTC's response shall be submitted within 30 Days after receipt of the further documents, or within the same period of time taken by the claimant to produce the additional information or documents, whichever is greater. Systems Integrator shall make these records and documents available at all reasonable times, without any direct charge. e. Systems Integrator will submit the claim justification in the following format: 1) Summary of claim merit and price, and Agreement clause pursuant to which the claim is made 2) List of documents relating to claim (a) Specifications (b) Drawings 17336.02100\8534777.3 1 Attachment G 265 • • • • ( c) Clarifications (Requests for Information) (d) Schedules (e) Other 3) Chronology of events and correspondence 4) Analysis of claim merit 5) Analysis of claim cost 6) Analysis of time impact analysis in Critical Path method format 7) Cover letter and certification of validity of the claim f. If the claimant disputes RCTC's response, or if RCTC fails to respond within the statutory time period(s), the claimant may so notify RCTC within 15 Days of the receipt of the response or the failure to respond, and demand an informal conference to meet and confer for settlement. Upon such demand, RCTC shall schedule a meet and confer conference within 30 Days. g. h. If following the meet and confer conference, the claim or any portion thereof remains in dispute, the claimant may file a claim pursuant to Government Code 900 et seq. and Government Code 910 et seq. For purposes of those provisions, the time within which a claim must be filed shall be tolled from the time the claimant submits the written claim until the time the claim is denied, including any time utilized for the meet and confer conference. Submission of a claim, properly certified, with all required supporting documentation, and written rejection or denial of all or part of the claim by RCTC, is a condition precedent to any action, proceeding, litigation, suit, general conditions claim, or demand for arbitration by Systems Integrator . 2 Attachment G 17336.02100\8534777.3 266 ATTACHMENTH • CHANGE ORDER-OVERHEAD AND PROFIT MARK-UPS [ATTACHED BEHIND THIS PAGE] • • Attachment H 17336.02100\8534777.3 267 • • • ATTACHMENTH CHANGE ORDER-OVERHEAD AND PROFIT MARK-UPS Section 9-1. 04 of the Modified Standard Specifications 9-1.04 FORCE ACCOUNT 9-1.04A General For work paid by force account, RCTC compares RCTC's records to your daily force account work report. When you and RCTC agree on the contents of the daily force account work reports, the RCTC accepts the report and RCTC pays for the work. If the records differ, RCTC pays for the work based only on the information shown on RCTC's records. If a subcontractor performs work at force account, accept an additional five (5) percent markup to the total cost of the work paid at force account, including markups specified in section 9-1.04, as reimbursement for additional administrative costs. The markups specified in labor, materials, and equipment include compensation for any delay costs, overhead costs, and profit which are compensable under the Agreement. If an item's unit price is adjusted for work-character changes, RCTC excludes your cost of determining the adjustment. Payment for owner-operated labor and equipment is made at the market-priced invoice submitted. For design work, the cost of labor for non-construction-related work (including design, software development, project management, systems integration, testing & commissioning, training, surveying, utility coordination, permits, professional environmental services and similar aspects of the Work), whether provided by Systems Integrator or a Subcontractor, will equal the sum of (1) actual wages (i.e. the base wage paid to the employee exclusive of fringe benefits), plus (2) a labor surcharge of 150% on such amount, which shall constitute full compensation for all state and federal payroll, unemployment and other taxes, workers' compensation, fringe benefits (including health insurance, retirement plans, vacation, sick leave and bonuses) and all other payments made to, or on behalf of, the workers, in excess of actual wages, as well as for overhead. For construction work, the markups set forth below, together with any additional field office and jobsite overhead costs allowable under the Agreement constitutes full compensation for all overhead costs for Work performed on a force account basis as well as for profit thereon. These overhead costs are deemed to include all items of expense not specifically designated herein. The total payment made as provided herein is deemed to be the actual cost of the Work performed on a force account basis, and constitutes full compensation therefor . 17336.02100\8534777.3 Attachment H 1 268 9-1.04B Labor (Construction Work) Labor payment is full compensation for the cost of labor used in the direct performance of the work plus a 35 percent markup. Force account labor payment consists of: 1. Employer payment to the worker for: 1.1. Basic hourly wage 1.2. Health and welfare 1.3. Pension 1.4. Vacation 1.5. Training 1.6. Other State and federal recognized fringe benefit payments 2. Labor surcharge percentage in Labor Surcharge and Equipment Rental Rates current during the work paid at force account for: 2.1. Workers' compensation insurance 2.2. Social security 2.3. Medicare 2.4. Federal unemployment insurance 2.5. State unemployment insurance 2.6. State training taxes 3. Subsistence and travel allowances paid to craft personnel 4. Employer payment to supervisors, if authorized The 35 percent markup consists of payment for all overhead costs related to labor but not designated as costs of labor used in the direct performance of the work including: 1. Home office overhead 2. Field office overhead (including superintendent/general foreman) 3. Bond and insurance costs 4. Profit 5. Labor liability insurance 6. Other fixed or administrative costs that are not costs of labor used in the direct performance of the work 9-1.04C Materials Material payment is full compensation for materials you furnish and use in the work. RCTC determines the cost based on the material purchase price, including delivery charges, except: 1. A 15 percent markup is added 2. Supplier discounts are subtracted whether you took them or not 3. If RCTC believes the material purchase prices are excessive, RCTC pays the lowest current wholesale price for a similar material quantity 17336.02100\8534777.3 Attachment H 2 269 • • • • • • 4. If you procured the materials from a source you wholly or partially own, the determined cost is based on the lower of the: 4.1. Price paid by the purchaser for similar materials from that source on Agreement items 4.2. Current wholesale price for those materials 5. If you do not submit a material cost record within 30 days of billing, the determined cost is based on the lowest wholesale price: 5 .1. During that period 5.2. In the quantities used 9-1.04D Equipment Rental 9-1.04D(l) General Equipment rental payment is full compensation for: 1. Rental equipment costs, including moving rental equipment to and from the change order work site using its own power. 2. Transport equipment costs for rental equipment that cannot be transported economically using its own power. No payment is made during transport for the transported equipment. 3. 15 percent markup. If you want to return the equipment to a location other than its original location, the payment to move the equipment must not exceed the cost of returning the equipment to its original location. If you use the equipment for work other than work paid by force account, the transportation cost is included in the other work. Before moving or loading the equipment, obtain authorization for the equipment rental's original location. RCTC determines rental costs: 1. Using rates in Labor Surcharge and Equipment Rental Rates: 1.1. By classifying equipment using manufacturer's ratings and manufacturer-approved changes. 1.2. Current during the work paid by force account. 1.3. Regardless of equipment ownership; but RCTC uses the rental document rates or minimum rental cost terms if: 1.3.1. Rented from equipment business you do not own. 1.3.2. The Labor Surcharge and Equipment Rental Rates hourly rate is $10.00 per hour or less. 2. Using rates established by RCTC for equipment not listed in Labor Surcharge and Equipment Rental Rates. You may submit cost information that helps RCTC establish the rental rate; but RCTC uses the rental document rates or minimum rental cost terms if: 2.1. Rented from equipment business you do not own. 2.2. RCTC establishes a rate of $10.00 per hour or less. 3. Using rates for transport equipment not exceeding the hourly rates charged by established haulers . 17336.02100\8534777.3 Attachment H 3 270 Equipment rental rates include the cost of: 1. Fuel 2. Oil 3. Lubrication 4. Supplies 5. Small tools that are not consumed by use 6. Necessary attachments 7. 8. 9. 10. 11. Repairs and maintenance Depreciation Storage Insurance Incidentals RCTC may authorize rates in excess of those in the Labor Surcharge and Equipment Rental Rates if: 1. You submit a request to use rented equipment 2 Equipment is not available from your normal sources or from one of your Subcontractors 3. Rented equipment is from an independent rental company 4. Proposed equipment rental rate is reasonable 5. RCTC authorizes the equipment source and the rental rate before you use the equipment RCTC pays for fuel consumed during the operation of rented equipment not included in the invoiced rental rates. 9-1.04D(2) Equipment On the Job Site • For equipment on the job site at the time required to perform work paid by force account, the • time paid is the time: 1. To move the equipment to the location of work paid by force account plus an equal amount of time to move the equipment to another location on the job site when the work paid by force account is completed 2. To load and unload equipment 3. Equipment is operated to perform work paid by force account and: 3.1. Hourly rates are paid in 1/2-hour increments 3.2 Daily rates are paid in 1/2-day increments 9-1.04D(3) Equipment Not On the Job Site Required for Original-Contract Work For equipment not on the job site at the time required to perform work paid by force account and required for original Agreement work, the time paid is the time the equipment is operated to perform work paid by force account and the time to move the equipment to a location on the job site when the work paid by force account is completed. The minimum total time paid is: 1. 1 day if daily rates are paid 2. 8 hours if hourly rates are paid If daily rates are recorded, equipment: 17336.02100\8534777.3 Attachment H 4 271 • ---------------------------------------------------~ • • • 1. Idled is paid as 1/2 day 2. Operated 4 hours or less is paid as 1/2 day 3. Operated 4 hours or more is paid as 1 day If the minimum total time exceeds 8 hours and if hourly rates are listed, the Department rounds up hours operated to the nearest 1/2-hour increment and pays based on the hours shown the following table. The table does not apply when equipment is not operated due to breakdowns, in which case rental hours are the hours the equipment was operated. E tR tlH ,qmpmen en a ours Hours operated Hours paid 0.0 4.00 0.5 4.25 1.0 4.50 1.5 4.75 2.0 5.00 2.5 5.25 3.0 5.50 3.5 5.75 4.0 6.00 4.5 6.25 5.0 6.50 5.5 6.75 6.0 7.00 6.5 7.25 7.0 7.5 7.5 7.75 >8.0 hours used 9-1.04D(4) Equipment Not On the Job Site Not Required for Original-Contract Work For equipment not on the job site at the time required to perform work paid by force account and not required for original-Agreement work, the time paid is the time: 1. To move the equipment to the location of work paid by force account plus an equal amount of time to return the equipment to its source when the work paid by force account is completed 2. To load and unload equipment 3. Equipment is operated to perform work paid by force account 9-1.04D(5) Non-Owner-Operated Dump Truck Rental Submit the rental rate for non-owner-operated dump truck rental. RCTC determines the payment rate. Payment for non-owner-operated dump truck rental is for the cost of renting a dump truck, including its driver. For the purpose of markup payment only, the non-owner-operated dump truck is rental equipment and the owner is a Subcontractor . 17336.02100\8534777.3 Attachment H 5 272 9-1.04D(6) Records Maintain records in such a manner as to provide a clear distinction between the direct costs of extra Work paid for on a force account basis and the costs of other operations. Records must provide all other information required under the Contract Documents. From the above records, furnish RCTC completed daily extra work reports, either on forms furnished by RCTC or on computerized facsimiles of the RCTC's forms acceptable to the RCTC, for each day's extra Work to be paid for on a force account basis. Itemize the materials used on the daily extra work reports, and covering the direct cost of labor and the charges for equipment rental, whether furnished by Systems Integrator, Subcontractor or other forces. Provide names or identifications and classifications of workers, the hourly rate of pay and hours worked, and also the size, type and identification number of equipment, and hours operated in the daily extra work reports. Substantiate material charges by valid copies of vendor's invoices. Submit the invoices with the daily extra work reports, or if not available, submit the invoices with subsequent daily extra work reports. Should the vendor's invoices not be submitted within 60 days after the date of delivery of the material or within 15 days after the acceptance of the contract, whichever occurs first, RCTC reserves the right to establish the cost of the materials at the lowest current wholesale prices at which those materials were available in the quantities concerned delivered to the location of Work less any discounts as provided in Section 9-l.04C. • Daily extra work reports must be signed by Systems Integrator or the Systems Integrator's • authorized representative. RCTC will compare the RCTC's records with the completed daily extra work reports furnished by the Systems Integrator and make any necessary adjustments. When these daily extra work reports are agreed upon and signed by both parties, the reports will become the basis of payment for the Work performed, but do not preclude subsequent adjustment based on a later audit by the RCTC or Caltrans. The Systems Integrator's cost records pertaining to Work paid for on a force account basis is open to inspection or audit by representatives of RCTC during the life of the contract and for a period of not less than 5 years after the date of acceptance thereof, and the Systems Integrator must retain those records for that period. Where payment for materials or labor is based on the cost thereof to forces other than the Systems Integrator, the Systems Integrator must make every reasonable effort to ensure that the cost records of those other forces are open to inspection and audit by representatives of RCTC on the same terms and conditions as the cost records of the Systems Integrator. If an audit is to be commenced more than 60 days after the final acceptance date of the contract, the Systems Integrator will be given a reasonable notice of the time when the audit is to begin. 17336.02100\8534777.3 Attachment H 6 273 • • • • 17336.02100\8534777.3 ATTACHMENT I BOND FORMS [attached behind this page] Attachment I 274 PERFORMANCE BOND (Systems Integration and Implementation Agreement) KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Commission") has awarded to COFIROUTE USA, LLC, (the "Systems Integrator") an agreement for the installation, implementation and integration of electronic toll and traffic management systems (the "Project"). WHEREAS, the work to be performed by the Systems Integrator is more particularly set forth in the Electronic Toll and Traffic Management Systems Integration and Implementation Agreement for the Project dated , including all attachments thereto (the "Agreement"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Systems Integrator as Principal is required by the Agreement to perform the terms thereof and furnish a bond for the faithful performance of the Agreement ("Bond"). NOW, THEREFORE, Systems Integrator, a corporation organized and duly authorized to transact business under the laws of the State of California, and an admitted surety in California ("Surety"), are held and firmly bound unto the Commission in the sum of Twenty-Five Million, Nine Hundred Thousand DOLLARS, ($25,900,000.00) ("Penal Sum"), the sum being not less than one hundred percent (100%) of the total amount of the Total Compensation, as defined in the Agreement, for which amount well and truly to be made, we bind ourselves, successors and assigns, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION IS SUCH THAT: 1. If the Systems Integrator, or its successors, assigns, shall in all things stand to abide by, and well and truly keep and perform the covenants, conditions, and agreements in the Agreement and any alterations, amendments and supplements thereof made as therein provided, on its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning, and shall indemnify and save harmless the Commission, its officers and agents, as stipulated in the Agreement, then this obligation shall become null and void following System Acceptance, as that term is defined in the Agreement; otherwise it shall be and remain in full force and effect. 2. The obligations covered by this Bond specifically include, without limitation, all payment obligations and liability for liquidated damages and stipulated damages as specified in the Agreement, but not to exceed the Penal Sum of the Bond. Nothing herein shall limit the Commission's rights or the Systems Integrator or Surety's obligations under the Agreement, law or equity, including, but not limited to, California Code of Civil Procedure section 3 77 .15. 3. As part of the obligations secured hereby and in addition to the Penal Sum specified therefor, there shall be included actual costs and reasonable expenses, expert witness fees and Attachment I 17336.02100\8534777.3 275 • • • • • • attorneys fees incurred by the Commission in enforcing the Surety's obligation to perform hereunder . 4. Surety's obligations under this Bond shall arise whenever the Systems Integrator and Surety are notified by the Commission of its intent to declare the Systems Integrator to be in default under the Agreement which default has not been cured by Systems Integrator pursuant to the Agreement and there is no Commission default as set forth under the Agreement. The Commission shall request a conference with the Systems Integrator and Surety within ten (10) days of such notice to discuss the Systems Integrator's performance and the step(s) it will undertake to remedy the default pursuant to the Agreement. The conference shall be held at a mutually agreeable time within ten (10) days of the notice. If the conference is not held, then the requirement to hold such conference shall be deemed to be waived. In the event the System Integrator has not cured the default, subsequent to the conference (unless waived as provided above) and pursuant to the terms of Agreement, the Commission shall terminate the Systems Integrator's Agreement and notify Surety. The Commission has agreed to pay the Remaining Contract Balance as defined in Section 4(b) herein to Surety or a contractor selected to perform the Agreement in accordance with the terms and conditions of the Agreement. Surety, after reasonable investigation and at its option shall promptly take one of the following actions: (a) Take over and complete the Project and perform the obligations covered by this Bond itself, through its agents or independent contractors in accordance with all terms and conditions in the Agreement. (b) (c) Select a contractor or contractors, approved by the Commission to complete the Project in accordance with all terms and conditions in the Agreement, and arrange for a contract amongst such contractor(s), Surety and the Commission which contains substantially the same terms and conditions contained in the Agreement, and shall make available as work progresses sufficient funds, in excess of the Remaining Contract Balance, to pay the cost of completion of the Project, including but not limited to, other costs and damages for which Surety is liable hereunder, but not exceeding the Penal Sum. The term "Remaining Contract Balance" as used herein shall mean the total amount payable to the Systems Integrator by the Commission under the Agreement and any modification thereto, less any amount previously paid by the Commission to the System Integrator and any other set offs pursuant to the Agreement including any and all sums due and owing Systems Integrator at the time of default. Surety may waive its right to complete and permit the Commission to complete the Project in any manner consistent with local, California and federal law. Surety shall timely cooperate with the Commission in determining the estimated sum required to complete the Project and shall make available as the work progresses sufficient funds, in excess of the Remaining Contract Balance, as defined in Section 4(b) above, to pay the cost of completion of the Project including, but not limited to, other costs and damages, for which Surety is liable hereunder, but not exceeding the Penal Sum. In the case that the parties fail to agree on the amount for which the Surety is liable, Surety shall meet its obligation under this Bond to make payment as the work progresses, as set forth above, provided that such payment shall not waive Surety's right to dispute its liability Attachment I 17336.02100\8534777.3 276 5. Surety shall not utilize the Systems Integrator in completing the Project if the • Commission, when Systems Integrator is in default, notifies Surety of the Commission's objection to the Systems Integrator's further participation in the completion of the Project. 6. If Surety does not proceed as provided in Section 4 of this Bond, and subject to all other terms hereof, with reasonable promptness, Surety shall be deemed to be in default under this Bond fifteen (15) days after receipt of an additional written notice from the Commission to Surety demanding that Surety perform its obligations under this Bond, Commission shall be entitled to enforce any remedy available to the Commission. 7. Surety, for value received, hereby stipulates and agrees that no change, extension of time alteration or addition to the terms of the Agreement or the Project to be performed thereunder shall in any way affect its obligations on this Bond, and does hereby waive notices of any such change, extension oftime, alteration or addition to the terms of the Agreement or the Project. 8. The recitals above are true and correct and are incorporated into this Bond by reference as though fully set forth herein. [Signatures on following page] Attachment I 17336.02100\8534777.3 277 • • • • • SIGNATURE PAGE TO PERFORMANCE BOND (Systems Integration and Implementation Agreement) IN WITNESS WHEREOF, we have hereunto set our hands and seals this ___ day of ______ ,20_ COFIROUTE USA, LLC By: _______________ _ Its: _______________ _ By: _______________ _ Attomey-ln-F act Signatures of those signing for the Systems Integrator and Surety must be notarized and evidence of corporate authority attached. The rate of premium on this bond is per thousand. The total amount of premium charges,$ --------------(The above must be filled in by corporate attorney.) Attachment I 278 ACKNOWLEDGMENT State of California County of ___________ ) On ___________ before me, (insert name and title of the officer) ersonallyappeared:__ __________________________ _ ho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ar subscribed to the within instrument and acknowledged to me that he/she/they executed the same · "s/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument th erson(s), or the entity upon behalf of which the person(s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing aragraph is true and correct. 1NESS my hand and official seal. THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) (Name and Address of Agent or Representative for service of process in California, if different from above) Attachment I 279 • • • • • (Telephone number of Surety and Agent or Representative for service of process in California) NOTE: A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto . Attachment I 280 PAYMENT BOND (LABOR AND MATERIALS) (Electronic Toll and Traffic Management Systems Integration and Implementation Agreement) KNOW ALL PERSONS BY THESE PRESENTS, THAT WHEREAS, the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (the "Commission"), by action taken or a resolution passed , 20 __ has awarded to COFIROUTE USA, LLC (the "Systems Integrator" or "Principal") an agreement referred to as the Electronic Toll and Traffic Management Systems Integration and Implementation Agreement (the "Agreement") dated , 2013, for the work generally described as the installation, implementation and, integration of an electronic toll and traffic management system and more fully set forth in the Agreement (the "Project"); and WHEREAS, the Systems Integrator is required to furnish a bond in connection with the Project; providing that if the Systems Integrator or any of its subcontractors shall fail to pay for any materials, equipment, or other supplies used in, upon, for or about the performance of the Project contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts, if any, required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Systems Integrator and its subcontractors with respect to such work or labor, Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, the Systems Integrator, as Principal and __________ _ as Surety, are held and firmly bound unto the Commission in the penal sum of ___________ Dollars ($ lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, and our successors and assigns, jointly and severally, firmly pursuant to the terms of this bond ("Bond") and the Agreement. THE CONDITION OF THIS OBLIGATION IS SUCH that if the Systems Integrator, its subcontractors, successors or assigns, shall fail to pay any of the persons named in Section 9100 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the Project contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Agreement, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the Systems Integrator and its subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor, Surety will pay for the same, in an amount not exceeding the sum hereinabove specified, and also, in case suit is brought upon • • this bond, all litigation expenses incurred by the Commission in such suit, including reasonable • attorneys' fees, court costs, expert witness fees and investigation expenses. Attachment I 281 • • • This Bond shall inure to the benefit of any of the persons named in Section 9100 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that Surety on this Bond shall not be exonerated or released from the obligation of this Bond by any change, extension of time for performance, addition, alteration or modification in, to, or of the Agreement, plans, and/or specifications pertaining or relating to the Project, or pertaining or relating to the furnishing of labor, materials, or equipment to or for the benefit of the Project, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to the Project, nor by any rescission or attempted rescission of the Agreement or Bond, nor by any conditions precedent or subsequent in the Bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or the Bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the Bond and that this Bond be construed most strongly against Surety and in favor of all persons for whose benefit such Bond is given, and under no circumstances shall Surety be released from liability to those for whose benefit such Bond has been given, by reason of any breach of the Agreement or on the part of any obligee named in the Bond, but the sole conditions of recovery shall be that claimant is a person described in Section 9100 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned and the provisions of Section 2819 and 2845 of the California Civil Code. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by the Systems Integrator and Surety above named, on the day of 20 ----- the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body. [Signatures on following page] Attachment I 282 SIGNATURE PAGE TO PAYMENT BOND (LABOR AND MATERIALS) (Systems Installation and Integration Agreement) (Corporate Seal of Systems Integrator/Principal, if corporation) Systems Integrator/Principal (Signature of Systems Integrator) (Seal of Surety) Surety Attorney in Fact Signatures of those signing for the Systems Integrator and Surety must be notarized and evidence of corporate authority attached. A copy of the Power-of-Attorney to local representatives of the bonding company must be attached hereto. Attachment I 283 • • • • • • ACKNOWLEDGMENT State of California County of ____________ ) On ___________ before me, (insert name and title of the officer) ersonallyappeared ___________________________ _ ho proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/ar subscribed to the within instrument and acknowledged to me that he/she/they executed the same · · s/her/their authorized capacity(ies ), and that by his/her/their signature( s) on the instrument th erson( s ), or the entity upon behalf of which the person( s) acted, executed the instrument. certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing aragraph is true and correct . WITNESS my hand and official seal. Signature --------------(Seal) 17336.02100\8534777.3 284 • AGENDA ITEM 9 • • • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 31, 2014 TO: Executive Committee FROM: Beth Gutierrez, Human Resources Administrator THROUGH: Anne Mayer, Executive Director SUBJECT: Paying and Reporting the Value of Employer Paid Member Contributions STAFF RECOMMENDATION: This item is for the Committee to: 1) 2) Rescind Resolution No. 13-005, "Resolution of The Board of Commissioners of Riverside County Transportation Commission for Employer Paid Member Contributions", adopted on May 8, 2013, as it inadvertently omitted the provisions of Government Code Section 20636(c)(4); and Adopt Resolution No. 14-009, "Resolution of The Board of Commissioners of Riverside County Transportation Commission for Paying and Reporting the Value of Employer Paid Member Contributions", to implement the employees' cost sharing of the Employer Paid Member Contribution (EPMC) as follows: a) Effective July 11, 2013, through July 9, 2014, this benefit shall consist of paying 5 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation; b) Effective July 10, 2014, through July 8, 2015, this benefit shall consist of paying 2 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation; and c) Effective July 9, 2015, this benefit shall consist of paying 0 percent of the normal member contribution as EPMC and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation. BACKGROUND INFORMATION: On October 10, 2012, the Executive Director discussed with the Executive Committee the impacts affecting current and new employees in response to the new California Public Employees' Pension Reform Act of 2013 (PEPRA). At that time, the Executive Committee deliberated the issues affecting cost sharing of EPMC by current employees and how to address the hiring of future employees who are already in the PERS system with options to help retain and attract qualified and talented employees while ensuring effective succession planning. Agenda Item 9 285 At its May 8, 2013 meeting, the Commission adopted Resolution No. 13-005 in order to implement the initial phase of the EPMC cost-sharing and pay 5 percent of the normal member contribution of 8 percent as EPMC, including the salary increase of 3 percent to offset the employee's contribution. At that time, the reporting of the same percent (5 percent) of compensation earnable as additional compensation was unintentionally omitted in the resolution. Staff is requesting Resolution No. 13-005 be rescinded and Resolution No. 14-009 be adopted to allow the reporting of the 5 percent EPMC as earnable compensation at the time of retirement, which has been the Commission's practice since 1992. There is no financial impact to the Commission for the reporting of earnable compensation to Cal PERS. Implementation of the first phase of requiring employees to pay their share of normal pension costs of 3 percent effective July 11, 2013, resulted in approximately $121,000 in an annual cost adjustment from fringe benefits to salaries. Given that employee salaries were offset to cover their share of normal pension costs with a 3 percent increase (effective July 11, 2013), this resulted in a limited financial impact to the Commission. CalPERS requires a resolution be adopted to reflect the cost sharing of normal pension costs from employer to employee. The Commission is required to adopt a new resolution for normal pension cost sharing adjustments of 3 percent in FY 2014/15 and the remaining 2 percent in FY 2015/16. A corresponding salary increase will be provided to employees each fiscal year respectively to offset their share of normal pension costs. The 8 percent EPMC paid and • reported as compensation earnable as additional compensation, by the Commission, will be • eliminated in FY 2015/16. Staff requests Resolution No. 14-009 be adopted to correct Resolution No. 13-005 to allow for the reporting of earnable compensation at retirement and implement the final two phases of the EPMC cost sharing with its classic employees, thereby reducing the EPMC paid by the Commission to 2 percent in FY 2014/15 and eliminating the EPMC paid by the Commission in FY 2015/16. Staff has estimated that the fiscal impact to the Commission in FY 2014/15 and FY 2015/16 to cost share the remaining 5 percent EPMC, including the corresponding salary increase of 3 percent in FY 2014/15 and 2 percent in FY 2015/16, is offset the employee's contribution to be $162,500 and $101,000, respectively. Financial Information Yes FY 2013/14 $121,000 In Fiscal Year Budget: N/A Year: FY 2014/15 Amount: $162,500 N/A FY 2015/16 $101,000 No Source of Funds: Measure A, LTF, SAFE, FSP, TUMF Budget Adjustment: N/A N/A GL/Project Accounting No.: xxx-xx-60001 Fiscal Procedures Approved: ~~ I Date: I 01/24/14 Attachment: Resolution No. 14-009 Agenda Item 9 286 • • • • RESOLUTION NO. 14-009 RESOLUTION OF THE BOARD OF COMMISSIONERS OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION FOR PAYING AND REPORTING THE VALUE OF EMPLOYER PAID MEMBER CONTRIBUTIONS WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission has the authority to implement Government Code Section 20636(c)(4) pursuant to Section 20691; and, WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission has a written labor policy or agreement, which specifically provides for the normal member contributions to be paid by the employer and reported as additional compensation; and, WHEREAS, one of the steps in the procedures to implement Section 20691 is the adoption by the Board of Commissioners of the Riverside County Transportation Commission of a Resolution to commence paying and reporting the value of said Employer Paid Member Contributions (EPMC); and WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission determined that it is necessary to rescind Resolution No. 13-005, adopted on May 8, 2013, because it inadvertently omitted the provisions of Government Code Section 20636(c)(4); and WHEREAS, the Board of Commissioners of the Riverside County Transportation Commission identified the following conditions for the purpose of its election to pay EPMC: • • • • This benefit shall apply to all employees, except New Members, as defined in the Public Employees' Pension Reform Act of 2013; Effective July 11, 2013 through July 9, 2014, this benefit shall consist of paying 5 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c){4)} as additional compensation; Effective July 9, 2014 through July 8, 2015, this benefit shall consist of paying 2 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation; and. Effective July 9, 2015, this benefit shall consist of paying 0 percent of the normal member contribution as EPMC, and reporting the same percent (value) of compensation earnable {excluding Government Code Section 20636(c)(4)} as additional compensation . 287 NOW, THEREFORE, BE IT RESOLVED the Board of Commissioners of the Riverside County Transportation Commission hereby rescinds, repeals, vacates and sets aside Resolution No. 13-005 in its entirety. BE IT FURTHER RESOLVED the Board of Commissioners of the Riverside County Transportation Commission hereby elects to pay and report the value of EPMC, as set forth above. APPROVED AND ADOPTED this 31st day of January, 2014. Marion Ashley, Chair Riverside County Transportation Commission ATTEST: Jennifer Harmon, Clerk of the Board Riverside County Transportation Commission 288 • • •