Loading...
01 January 13, 2016 CommissionMEETING AGENDA TIME/DATE: 9:30 a.m. / Wednesday, January 13, 2016 LOCATION: BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside  COMMISSIONERS  Chair – Scott Matas Vice Chair – John F. Tavaglione Second Vice Chair – Dana Reed Kevin Jeffries, County of Riverside John F. Tavaglione, County of Riverside Chuck Washington, County of Riverside John J. Benoit, County of Riverside Marion Ashley, County of Riverside Deborah Franklin / Art Welch, City of Banning Brenda Knight / To Be Appointed, City of Beaumont Joseph DeConinck / Tim Wade, City of Blythe Ella Zanowic / Joyce McIntire, City of Calimesa Dawn Haggerty / Jordan Ehrenkranz, City of Canyon Lake Greg Pettis / Shelley Kaplan, City of Cathedral City Steven Hernandez / To Be Appointed, City of Coachella Karen Spiegel / Randy Fox, City of Corona Scott Matas / Russell Betts, City of Desert Hot Springs Adam Rush / Clint Lorimore, City of Eastvale Linda Krupa / Paul Raver, City of Hemet Dana Reed / Douglas Hanson, City of Indian Wells Michael Wilson / Glenn Miller, City of Indio Frank Johnston / Brian Berkson, City of Jurupa Valley Robert Radi / To Be Appointed, City of La Quinta Bob Magee / Natasha Johnson, City of Lake Elsinore Scott Mann / John Denver, City of Menifee Jesse Molina / Jeffrey J. Giba, City of Moreno Valley Rick Gibbs / Jonathan Ingram, City of Murrieta Berwin Hanna / To Be Appointed, City of Norco Jan Harnik / Susan Marie Weber, City of Palm Desert Ginny Foat / Geoffrey Kors, City of Palm Springs Daryl Busch / Rita Rogers, City of Perris Ted Weill / To Be Appointed, City of Rancho Mirage Rusty Bailey / Andy Melendrez, City of Riverside Andrew Kotyuk / To Be Appointed, City of San Jacinto Michael S. Naggar / Michael McCracken, City of Temecula Ben Benoit / Timothy Walker, City of Wildomar John Bulinski, Director, Governor’s Appointee Caltrans District 8 Comments are welcomed by the Commission. If you wish to provide comments to the Commission, please complete and submit a Speaker Card to the Clerk of the Board. COMM-COMM-00054 Riverside County Transportation Commission TO: FROM: DATE: SUBJECT: Riverside County Transportation Commission Jennifer Harmon, Clerk of the Board January 6, 2016 Possible Conflicts of Interest -Riverside County Transportation Commission Agenda of January 13, 2016 The January 13, 2016 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. 78 -Amendment to Agreement with HDR Engineering Inc. for Construction Management Services for the Perris Vallev Line Project Consultant(s): HDR Engineering Inc. John Rohrer, Vice President 2280 Market Street, Suite 100 Riverside, CA 92501-2110 Agenda Item No. 7C -Amendment to Agreement with STV Incorporated to Provide Design Support During Construction for the Perris Valley Line Project Consultant(s): STV Incorporated David L. Borger, Senior Vice President 9130 Anaheim Place, Suite 210 Rancho Cucamonga, CA 91730 Agenda Item No. 7D -Amendment to Agreement with Jacobs Project Management Co. for Construction Management Services for the Interstate 215 Central Widening Project from Scott Road to Nuevo Road in the City of Perris Consultant(s): Jacobs Project Management Co. Allan Tanjuaquio, PE 3257 East Guasti Road, Suite 120 Ontario, CA 91761 RCTC Conflict of Interest Form Purpose: This form is provided to assist members of the RCTC Commissioners in meeting requirements of Government Code Section 84308 and 87105 in documenting conflict of interests as related to RCTC Commission/Committee agenda items. Instructions: Under certain circumstances, RCTC Commissioners may be required to disclose and disqualify themselves from participating in, influencing, or voting on an agenda item due to personal income, real property interests, investments, business positions, or receipt of campaign contributions. If applicable, Commissioners must personally state the following information, for entry into the public record, prior to consideration of the involved agenda item(s) and turn in the completed form to the Clerk of the Board prior to leaving the meeting. I. Board Member Information Board Member l\!ame City /County Name Meeting Date _y #/7/j I -#/118/ ../-! /! m F:--r. r-A / ....-/_ ~ --/C:: II. Campaign Contributions (For contracts, permits and other entitlements only) 1. I have a disqualifying campaign contribution of over $250 from ' (Identify the name of the company and/or Individual! and therefore I am abstaining from participation on Agenda item , Subject: . 2. I have a disqualifying campaign contribution of over $250 from ' (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: 3. I have a disqualifying campaign contribution of over $250 from ' (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: 4. I have a disqualifying campaign contribution of over $250 from ' (Identify the name of the company and/or Individual) and therefore I am abstaining from participation on Agenda item , Subject: . Ill. Financial Interest A 1 . I have a financial interest of f77 , from/in (State income, real property interest, investment or business position} (Identify name of company or property location} and therefore I am abstaining from participation on Agenda Item __ , Subject: 2. I have a financial interest of ¢ , from/in (State income, real property interest, investment or business position} (Identify name of company or property location} and therefore I am abstaining from participation on Agenda Item __ , Subject: IV. Signature Board Member Signature: ~~ 1~~ Date: /-/3-/~ Please remember you must state the information into the public record prior to consideration of the involved agenda item(s) and turn in the completed form to the Clerk of the Board prior to leaving the meeting. Please use reverse side of form to include any additional information Tara Byerly From: Tara Byerly Sent: To: Wednesday, January 06, 2016 2:51 PM Tara Byerly Cc: Jennifer Harmon Subject: RCTC: January Commission Agenda -01.13.2016 Importance: High Good Afternoon Commissioners: The January Agenda for the meeting scheduled for Wednesday, January 13, 2016@ 9:30 a.m. is available. Please copy the link: http://www.rctc.org/uploads/media items/januarv-13-2016.original.pdf In addition, for your review is the attached conflict of interest memo and the form. Please let me know if you have any questions. Thank you. Conflict of Conflict of Interest Form.pdflnterest Memo.pdf Respectfully, CJ'ara S. <Byer[y Deputy Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 Tara Byerly From: Sent: To: Subject: Importance: Tara Byerly Wednesday, January 06, 2016 2:54 PM Tara Byerly RCTC: January Commission Agenda -01.13.2016 High Good Afternoon Commission Alternates: The January Agenda for the meeting scheduled for Wednesday, January 13, 2016@ 9:30 a.m. is available. Please copy the link: http://www.rctc.org/uploads/media items/januarv-13-2016.original.pdf Respectfu I ly, <Tara S. <Byer{y Deputy Clerk of the Board Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 (951) 787-7141 1 RIVERSIDE COUNTY TRANSPORTATION COMMISSION www.rctc.org AGENDA* *Actions may be taken on any item listed on the agenda 9:30 a.m. Wednesday, January 13, 2016 BOARD ROOM County of Riverside Administrative Center 4080 Lemon Street, First Floor, Riverside, CA In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to the meeting, which are public records relating to open session agenda items, will be available for inspection by members of the public prior to the meeting at the Commission office, 4080 Lemon Street, Third Floor, Riverside, CA, and on the Commission’s website, www.rctc.org. In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, and the Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge. Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made to provide assistance at the meeting. 1. CALL TO ORDER 2. PLEDGE OF ALLEGIANCE 3. ROLL CALL 4. PUBLIC COMMENTS – Each individual speaker is limited to speak three (3) continuous minutes or less. The Commission may, either at the direction of the Chair or by majority vote of the Commission, waive this three minute time limitation. Depending on the number of items on the Agenda and the number of speakers, the Chair may, at his/her discretion, reduce the time of each speaker to two (2) continuous minutes. In addition, the maximum time for public comment for any individual item or topic is thirty (30) minutes. Also, the Commission may terminate public comments if such comments become repetitious. Speakers may not yield their time to others without the consent of the Chair. Any written documents to be distributed or presented to the Commission shall be submitted to the Clerk of the Board. This policy applies to Public Comments and comments on Agenda Items. Under the Brown Act, the Commission should not take action on or discuss matters raised during public comment portion of the agenda that are not listed on the agenda. Commission members may refer such matters to staff for factual information or to be placed on the subsequent agenda for consideration. 5. APPROVAL OF MINUTES – DECEMBER 9, 2015 Riverside County Transportation Commission Agenda January 13, 2016 Page 2 6. ADDITIONS / REVISIONS – The Commission may add an item to the Agenda after making a finding that there is a need to take immediate action on the item and that the item came to the attention of the Commission subsequent to the posting of the agenda. An action adding an item to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission members present, adding an item to the agenda requires a unanimous vote. Added items will be placed for discussion at the end of the agenda. 7. CONSENT CALENDAR – All matters on the Consent Calendar will be approved in a single motion unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the Consent Calendar will be placed for discussion at the end of the agenda. 7A. AGREEMENT FOR CONSTRUCTION FREEWAY SERVICE PATROL SERVICES – 91 PROJECT Page 1 Overview This item is for the Commission to: 1) Approve Agreement No. 16-45-035-00 with the South Coast Air Quality Management District (SCAQMD) to support construction Freeway Service Patrol (FSP) services for the State Route 91 Corridor Improvement Project (91 Project) for an amount not to exceed $590,759 in grant funds; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. 7B. AMENDMENT TO AGREEMENT WITH HDR ENGINEERING INC. FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE PERRIS VALLEY LINE PROJECT Page 4 Overview This item is for the Commission to: 1) Approve Agreement No. 10-31-058-04, Amendment No. 4 to Agreement No. 10-31-058-00, with HDR Engineering Inc. (HDR) to provide construction management for the Perris Valley Line (PVL) project in the amount of $2.1 million, plus a contingency amount of $200,000, for an additional amount of $2.3 million, and a total amount not to exceed $25,050,146; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project; and 4) Approve an increase of $800,000 in FY 2015/16 budget revenues and expenditures for construction management services related to the PVL project. Riverside County Transportation Commission Agenda January 13, 2016 Page 3 7C. AMENDMENT TO AGREEMENT WITH STV INCORPORATED TO PROVIDE DESIGN SUPPORT DURING CONSTRUCTION FOR THE PERRIS VALLEY LINE PROJECT Page 10 Overview This item is for the Commission to: 1) Approve Agreement No. 07-33-123-12, Amendment No. 12 to Agreement No. 07-33-123-00, with STV Incorporated (STV) for design support during construction for the Perris Valley Line (PVL) project in the amount of $3,385,614, plus a contingency amount of $350,000, for an additional amount of $3,735,614, and a total amount not to exceed $52,409,000; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project; and 4) Approve an increase of $3,385,614 in Fiscal Year 2015/16 budget revenues and expenditures for construction support services related to the PVL project. 7D. AMENDMENT TO AGREEMENT WITH JACOBS PROJECT MANAGEMENT CO. FOR CONSTRUCTION MANAGEMENT SERVICES FOR THE INTERSTATE 215 CENTRAL WIDENING PROJECT FROM SCOTT ROAD TO NUEVO ROAD IN THE CITY OF PERRIS Page 16 Overview This item is for the Commission to: 1) Approve Agreement No. 12-31-034-06, Amendment No. 6 to Agreement No. 12-31-034-00, with Jacobs Project Management Co. (Jacobs) to fund the cost of extended construction management, inspection, and testing services for the Interstate 215 Central widening project in the amount of $818,646, plus a contingency amount of $81,865, for an additional amount of $900,511, and a total amount not to exceed $14,205,011; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project; 4) Approve reprogramming up to $1 million of State Transportation Improvement Program (STIP) Regional Improvement Program (RIP) funds from construction capital to construction support; Riverside County Transportation Commission Agenda January 13, 2016 Page 4 5) Authorize the Executive Director, pursuant to legal counsel review, to execute Agreement No. 12-31-078-01, Amendment No. 1 to Cooperative Agreement No. 12-31-078-00, with Caltrans to transfer up to $1 million of STIP-RIP funds from construction capital to construction support; and 6) Approve an increase of $450,511 in FY 2015/16 budget revenues and expenditures for construction management services related to the project. 7E. AGREEMENT FOR COMMUTER RAIL STATION SECURITY GUARD BOOTHS Page 25 Overview This item is for the Commission to: 1) Award Agreement No. 16-24-031-00 to B.I.G. Enterprises, Inc. for the purchase of commuter rail station security guard booths in an amount not to exceed $94,075; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, on behalf of the Commission; and 3) Approve an increase of $94,075 in Fiscal Year 2015/16 budget expenditures for capital outlay. 8. FISCAL YEAR 2015/16 MID-YEAR REVENUE PROJECTIONS Page 45 Overview This item is for the Commission to: 1) Approve the mid-year Fiscal Year 2015/16 revenue projections of $170 million for Measure A revenues, $83 million for Local Transportation Fund (LTF) revenues, and $18 million for Transportation Uniform Mitigation Fee (TUMF) revenues; 2) Approve the budget increase adjustments to LTF transfers in of $249,100, and expenditures and transfers out of $311,400 to reflect the revised LTF projections; and 3) Approve the budget increase adjustments to TUMF revenues of $6 million to reflect the revised TUMF projections. 9. FISCAL YEAR 2016/17 REVENUE PROJECTIONS Page 50 Overview This item is for the Commission to: 1) Approve the projections for Measure A revenues of $177 million for Fiscal Year 2016/17; Riverside County Transportation Commission Agenda January 13, 2016 Page 5 2) Approve the projections of the Local Transportation Fund (LTF) apportionment of $86.5 million for the Western Riverside County, Coachella Valley, and Palo Verde Valley areas for FY 2016/17; and 3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues of $18.5 million for FY 2016/17. 10. DESIGN-BUILD COOPERATIVE AGREEMENT WITH CALTRANS FOR THE INTERSTATE 15 EXPRESS LANES PROJECT Page 65 Overview This item is for the Commission to: 1) Approve Agreement No. 16-31-038-00 with Caltrans for enhanced oversight and construction inspection services for the Interstate 15 Express Lanes project in the amount of $13,081,496, plus a contingency amount of $1,918,504, for a total amount not to exceed $15 million; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3) Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. 11. AVENUE 66/UNION PACIFIC RAILROAD GRADE SEPARATION BYPASS PROJECT Page 116 Overview This item is for the Commission to: 1) Approve the programming of up to $15 million in federal Surface Transportation Program (STP) funds to the county of Riverside (County) for the Avenue 66/Union Pacific Railroad grade separation bypass project (Avenue 66 bypass project); 2) Approve the deletion of $15 million in federal Congestion Management Air Quality (CMAQ) funds previously allocated to the County for the Avenue 66 bypass project; 3) Approve Agreement No. 16-67-053-00 with the California Transportation Commission (CTC), the County, and Caltrans for the Avenue 66 bypass project to receive Proposition 1B funding under the Trade Corridor Improvement Fund (TCIF) program; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. Riverside County Transportation Commission Agenda January 13, 2016 Page 6 12. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA 13. 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. 14. CLOSED SESSION 14A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION Pursuant to Government Code Section 54956.9 (d)(1) Case No(s). RIC 1312673 and RIC 1409217 15. ADJOURNMENT The next meeting of the Commission is scheduled to be held on Thursday and Friday, January 28-29, 2016, Hilton Palm Springs, 400 E. Tahquitz Canyon Way, Palm Springs, CA 92262. RIVERSIDE COUNTY TRANSPORTATION COMMISSION COMMISSIONER SIGN-IN SHEET JANUARY 13, 2016 NAME AGENCY E_MAIL ADDRESS RIVERSIDE COUNTY TRANSPORTATION COMMISSION ROLL CALL JANUARY 13, 2016 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 CJ D CJ D CJ D 0 if D [] D f8' D 0 D [] D 0 D CJ D [] D c D L1 D ~ 0 D DETACH AND SUBMIT-TO THE CLERK OF THE BOARD DATE: JQJI\ 13 2.D I ( CHECK IF PUBLIC COMMENTS: LI SUBJECT OF 5 A PUBLIC COMMENTS: c A G-fl n di/fl ce.-1\i\ Cl\ t-AGENDA ITEM NO.: [ j SUBJECT OF (AS LISTED ON THEAGENDA)--=i___ AGENDA ITEM: __________________ _ NAME: ;lr11;/J 5 • .., YYl1jC1e( PHONENO.:. ____ _ ADDRESS:_-====-----------------------------STREET CITY ZIP CODE REPRESENTING: Sofl±J,erll-Ca/,11 A~Iqc. of Gavcl'/IM~ No.:, _____ _ NAME OF AGENCY I ORGANIZATION I GROUP BUSINESS ADDRESS: ___________________________ _ STREET CITY ZIP CODE i ~ J AGENDA ITEM 5 MINUTES RIVERSIDE COUNTY TRANSPORTATION COMMISSION    MINUTES  Wednesday, December 9, 2015    1. CALL TO ORDER    The Riverside County Transportation Commission was called to order by  Chair Daryl Busch at 9:34 a.m. in the Board Room at the County of Riverside  Administrative Center, 4080 Lemon Street, Riverside, California, 92501.    2. PLEDGE OF ALLEGIANCE    Commissioner Chuck Washington led the Commission in a flag salute.    3. ROLL CALL    Commissioners/Alternates Present Commissioners Absent    Marion Ashley Shelley Kaplan  Brenda Knight  Rusty Bailey Andrew Kotyuk    Ben Benoit Linda Krupa    John J. Benoit Bob Magee    John Bulinski Scott Mann    Daryl Busch Scott Matas    Joseph DeConinck Michael Naggar    Ginny Foat Robert Radi    Deborah Franklin Dana Reed    Jeffrey Giba Adam Rush    Rick Gibbs Karen Spiegel    Dawn Haggerty John F. Tavaglione*    Berwin Hanna Chuck Washington    Jan Harnik Ted Weill    Steven Hernandez Michael Wilson    Kevin Jeffries Ella Zanowic    Frank Johnston        *Arrived after the meeting was called to order   4. PUBLIC COMMENTS    Arnold San Miguel, Regional Affairs Officer for the Southern California Association of  Governments (SCAG), announced the SB 375 public workshop for elected officials on the  Riverside County Transportation Commission Minutes  December 9, 2015  Page 2  Draft 2016‐2040 Regional Transportation Plan/Sustainable Communities Strategies is  scheduled for January 13, 2016, in the Board Room following the Commission meeting.    5. APPROVAL OF MINUTES – NOVEMBER 12, 2015    M/S/C (Gibbs/Radi) to approve the November 12, 2015 minutes as submitted.    Abstain:  Giba    6. PUBLIC HEARING – ADOPTION OF A RESOLUTION OF NECESSITY FOR THE ACQUISITION  OF A PERMANENT STREET EASEMENT INTEREST IN A PORTION OF CERTAIN REAL  PROPERTY BY EMINENT DOMAIN, MORE PARTICULARLY DESCRIBED AS ASSESSOR  PARCEL NO. 118‐183‐019 LOCATED IN CORONA, RIVERSIDE COUNTY, CALIFORNIA, FOR  THE STATE ROUTE 91 CORRIDOR IMPROVEMENT PROJECT, BETWEEN PIERCE STREET  ON THE EAST TO THE COUNTY LINE ON THE WEST, IN RIVERSIDE COUNTY, CALIFORNIA    Chair Busch opened the public hearing and called upon legal counsel to explain the  nature and scope of this hearing.    Steve DeBaun, legal counsel, explained the purpose of this hearing is for the Board to  consider the adoption of Resolution of Necessity No. 15‐023 for the acquisition of real  property for the State Route 91 Corridor Improvement Project (SR‐91 CIP).  He stated at  the conclusion of this hearing, the Board will be asked to adopt the resolution of  necessity and he listed the findings. He explained the purpose of this hearing is to  consider the need for acquisition of the property and not to consider the value of the  property.    Jennifer Harmon, Clerk of the Board, verified the proofs of mailing that certify the  notices were sent to the property owners of said parcel numbers are on file with the  Commission.  There were no written objections, protests, or requests to be heard from  the property owners or their representatives.    Mark Lancaster, Right of Way Manager, presented the resolution of necessity for the  SR‐91 CIP and discussed the following areas:     Four findings required by the Board;   Project  and parcel maps;   Offers of just compensation;   Aerial views of the parcel; and   Staff recommendation.    At this time, Commissioner John Tavaglione joined the meeting.    Riverside County Transportation Commission Minutes  December 9, 2015  Page 3  In response to Executive Director Anne Mayer’s request, Mark Lancaster provided  clarification the roadway and sidewalk improvements on Lincoln Avenue are the existing  condition and were not built by the Commission.    Anne Mayer added the existing street is currently located on private property and this  resolution will allow the Commission to remedy that as well as to place the signal pole.    Mark Lancaster concurred.    Chair Busch called on any person who wished to be heard that has an interest in the  property.  There were no requests to speak.    Chair Busch then called on any other person who wished to be heard.  There were no  requests to speak.    At this time, Chair Busch closed the public hearing.    M/S/C (Gibbs/B. Benoit) to:    1) Conduct a hearing to consider the adoption of resolutions of necessity,  including providing all parties interested in the affected property and  their attorneys, or their representatives, an opportunity to be heard on  the issues relevant to the resolutions of necessity;  2) Make the following findings as hereinafter described in this report:  a) The public interest and necessity require the proposed project;  b) The project is planned or located in a manner that will be most  compatible with the greatest public good and the least private  injury;  c) The real property to be acquired is necessary for the project; and   d) The offer of just compensation has been made to the owner.  3) Adopt Resolution No. 15‐023, “Resolution of Necessity for the  Acquisition of Property Interests in Certain Real Property, by Eminent  Domain, More Particularly Described as Assessor Parcel No. 118‐183‐ 019 (Caltrans Parcel No. 23767‐1) Located in Corona, California  Riverside County, California”, for the State Route 91 Corridor  Improvement Project (SR‐91 CIP), Between Pierce Street on the East to  the Riverside County line on the West, in Riverside County, California.    7. ADDITIONS / REVISIONS    There were no additions or revisions to the agenda.       Riverside County Transportation Commission Minutes  December 9, 2015  Page 4  8. CONSENT CALENDAR    M/S/C (Radi/Hanna) to approve the following Consent Calendar items.    8A. PROPOSED 2016 COMMISSION/COMMITTEE MEETING SCHEDULE    Adopt its 2016 Commission/Committee Meeting Schedule.    8B. FISCAL YEAR 2014/15 COMMISSION AUDIT RESULTS    Receive and file the Fiscal Year 2014/15  a) Comprehensive Annual Financial Report (CAFR);  b) Local Transportation Fund (LTF) Financial and Compliance Report;  c) State Transit Assistance (STA) Fund Financial and Compliance  Report;  d) Proposition 1B Rehabilitation and Security Project (Proposition  1B) Accounts Financial and Compliance Report;  e) Low Carbon Transit Operations Program (LCTOP) Account  Financial and Compliance Report;  f) Single Audit Report;  g) Commercial Paper Compliance Report;  h) Auditor Required Communications Report;  i) Agreed‐Upon Procedures Report related to the Appropriations  Limit Calculation;  j) Agreed‐Upon Procedures Report related to the Commuter  Assistance Program incentives; and  k) Management certifications.    8C. PROPOSITION 1B CORRIDOR MOBILITY IMPROVEMENT ACCOUNT AUDIT  REPORT FOR INTERSTATE 215 SOUTH WIDENING PROJECT    Receive and file the Corridor Mobility Improvement Account (CMIA) Program  Proposition 1B Bond‐Funded Project EA No. 0F161/P2505‐0062 Audit Report for  the Interstate 215 South widening project.    8D. QUARTERLY FINANCIAL STATEMENTS    Receive and file the Quarterly Financial Statements for the period ended  September 30, 2015.    8E. QUARTERLY SALES TAX ANALYSIS    Receive and file the sales tax analysis for the Quarter 2 2015 (2Q 2015).    Riverside County Transportation Commission Minutes  December 9, 2015  Page 5  8F. QUARTERLY INVESTMENT REPORT    Receive and file the Quarterly Investment Report for the quarter ended  September 30, 2015.    8G. AGREEMENTS FOR ON‐CALL RIGHT OF WAY PHASE I AND PHASE II  ENVIRONMENTAL ASSESSMENT SERVICES    1) Award the following agreements to provide on‐call right of way phase I  and phase II environmental assessment services for a three‐year term, in  an amount not to exceed an aggregate value of $300,000;  a) Agreement No. 16‐31‐002‐00 with The Converse Professional  Group (Converse);  b) Agreement No. 16‐31‐027‐00 with Leighton Consulting, Inc  (Leighton); and  c) Agreement No. 16‐31‐028‐00 with Ninyo & Moore Geotechnical &  Environmental Sciences Consultants (Ninyo & Moore);  2) Authorize the Chair or Executive Director, pursuant to legal counsel  review, to execute the agreements on behalf of the Commission; and  3) Authorize the Executive Director, or designee, to execute task orders  awarded to contractors under the terms of the agreements.    8H. ADOPTION OF A RESOLUTION TO ACQUIRE TAX‐DEFAULTED PROPERTY FROM  THE RIVERSIDE COUNTY TREASURER‐TAX COLLECTOR FOR THE SANTA ANA  RIVER TRAIL PROJECT    1) Authorize the acquisition of a tax‐defaulted property from the Riverside  County Treasurer‐Tax Collector for the Santa Ana River Trail project in  compliance with state requirements in an amount not to exceed $62,955;  and  2) Adopt Resolution No. 15‐022, “Resolution of the Riverside County  Transportation Commission Approving the Purchase of Tax‐Defaulted  Property from the Riverside County Treasurer‐Tax Collector”.    9. AUTHORIZATION TO USE PUBLIC UTILITIES CODE § 130238 FOR THE PROCUREMENT OF  SYSTEMS INTEGRATION AND TOLL OPERATIONS WORK IN SUPPORT OF INTERSTATE 15  EXPRESS LANES PROJECT    Lisa DaSilva, Toll Project Manager, presented the authorization to use Public Utilities  Code § 130238 for the procurement of systems integration and toll operations work in  support of Interstate 15 Express Lanes project.       Riverside County Transportation Commission Minutes  December 9, 2015  Page 6  M/S/C (Gibbs/Johnston) to:    1) Make a finding by a two‐thirds vote that the procurement of the  technological equipment for the Interstate 15 Express Lanes project, as  further described herein, qualifies for use of the Commission’s  procurement authority under Public Utilities Code (PUC) § 130238  (Specialized Equipment Law);  2) Authorize the Executive Director, on behalf of the Commission, to  undertake a procurement, including issuance of Request for  Qualifications (RFQ) No. 16‐31‐042‐00 and Request for Proposals (RFP)  No. 16‐31‐043‐00 to procure the systems integration and toll operations  for the project using the Commission’s procurement authority under  the Specialized Equipment Law and the Commission’s general authority  under Chapter 5 of the Commission Procurement Policy Manual; and  3) Authorize the Executive Director to act on behalf of the Commission for  all purposes under PUC § 130238.    10. REPROGRAMMING OF FUNDS AND AGREEMENT WITH CALTRANS RELATED TO STATE  ROUTE 91 HIGH OCCUPANCY VEHICLE LANES PROJECT    Marlin Feenstra, Project Delivery Director, introduced Deputy District Director  Mike Beauchamp, Caltrans District 8, to present an update on the status of the State  Route 91 high occupancy vehicle lanes (SR‐91 HOV) project.    Mike Beauchamp presented the status and Caltrans’ recommendation for the SR‐91  HOV project, highlighting the following areas:     Project update;   Existing and future configuration and status of the Pachappa overhead;   Caltrans’ recommendation; and   Anticipated completion schedule.    Marlin Feenstra presented the financial considerations related to the proposed project  split including potential cost savings, reprogramming of existing funds for the new  project, and next steps.    Anne Mayer expressed it does not make financial sense to continue negotiations related  to the Pachappa Overhead while a contractor has completed most of the work on the  Sr‐91 HOV project.  She explained staff suggests splitting the project and performing the  Pachappa Overhead work as a separate project, which is a financially responsible  decision for the Commission to make.  She believes this will allow the Commission to  open the HOV lanes and complete the rest of the mainline work in an expeditious  fashion.  She then stated staff’s relationship with Union Pacific Railroad (UPRR) is very  strong and staff will continue to work closely with UPRR to achieve a solution.  Riverside County Transportation Commission Minutes  December 9, 2015  Page 7  Commissioner Jan Harnik expressed appreciation for the presentation and asked who  owns the 24‐inch unanticipated water line.    Marlin Feenstra replied the city of Riverside.    In response to Commissioner Harnik’s request for clarification of a shoofly bridge,  Mr. Beauchamp replied it is a term Caltrans uses for a temporary railroad detour.    Commissioner Rusty Bailey expressed appreciation for the attention of detail on this  project and for Caltrans and Commission staff taking another look at this project.  He  expressed gratitude for the investment being made through the city of Riverside.    M/S/C (Bailey/Ashley) to:    1) Receive an update on the status of the State Route 91 High Occupancy  Vehicle lanes (SR‐91 HOV) project from Caltrans;  2) Support Caltrans’ recommendation to delete the work along the Union  Pacific Railroad (UPRR) line near the Pachappa Overhead from the  current project construction contract and repackage the work as the  Pachappa Overhead project with the Commission serving as the lead  agency;  3) Authorize the Executive Director, pursuant to legal counsel review, to  execute an amendment to Agreement No. 08‐31‐002‐00 to the SR‐91  HOV project cooperative agreement with Caltrans related to the  reduction in work scope and funding for the right of way and  construction phases of the SR‐91 HOV project on behalf of the  Commission;  4) Authorize the Executive Director, pursuant to legal counsel review, to  execute an amendment to Agreement No. 11‐31‐016‐00 to the SR‐91  HOV project cooperative agreement with Caltrans to transfer  $1,770,600 of Congestion Mitigation and Air Quality (CMAQ) and  $229,400 of 1989 Measure A Western County highway funds for a total  transfer of $2 million from construction capital to construction support  on behalf of the Commission;  5) Approve reprogramming to the Pachappa Overhead project up to $13  million of federal CMAQ funds and 1989 Measure A Western County  highway funds, maximizing the remaining CMAQ balances once savings  are realized from the SR‐91 HOV project’s construction and right of way  phases;  6) Authorize the Executive Director, pursuant to legal counsel review, to  execute cooperative agreements with Caltrans for the right of way,  Agreement No. 16‐31‐045‐00, and construction phases , Agreement No.  16‐31‐046‐00, of the Pachappa Overhead project on behalf of the  Commission;  Riverside County Transportation Commission Minutes  December 9, 2015  Page 8  7) Authorize the Executive Director, pursuant to legal counsel review, to  execute future agreements with Caltrans, UPRR, BNSF Railway (BNSF),  and California Public Utilities Commission (CPUC) within the approved  funding amounts for the Pachappa Overhead project; and  8) Submit the Federal Transportation Improvement Program (FTIP)  amendment to the Southern California Association of Governments  (SCAG) to reflect the Pachappa Overhead project and funding  adjustments.    11. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS AND  APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS    At this time, Jennifer Harmon reviewed the election process from the Commission’s  Administrative Code.    Commissioner John Benoit, seconded by Commissioner John Tavaglione, nominated  Commissioner Scott Matas for Chair.  No other nominations were received.    Commissioner Chuck Washington, seconded by Commissioner Karen Spiegel, nominated  Commissioner John Tavaglione for Vice Chair.  No other nominations were received.    Chair Busch closed the nominations for Chair and Vice Chair.  Scott Matas was elected as  the Commission’s Chair and John Tavaglione as Vice Chair for 2016.    Commissioner Michael Naggar, seconded by Commissioner Bob Magee, nominated  Commissioner Rick Gibbs for Second Vice Chair.    Commissioner Chuck Washington, seconded by Commissioner Spiegel, nominated  Andrew Kotyuk as Second Vice Chair.    Commissioner Tavaglione, seconded by Commissioner J. Benoit, nominated  Commissioner Dana Reed for Second Vice Chair.    At this time, ballots were distributed to the Commissioners to vote for the Second Vice  Chair position.    Commissioners J. Benoit and Tavaglione discussed their support of Commissioner Dana  Reed’s nomination.    Commissioners Gibbs and Kotyuk discussed their interest in serving as Second Vice Chair  to the Commission.    The ballots were collected and Jennifer Harmon read aloud each ballot and tallied the  results.  Riverside County Transportation Commission Minutes  December 9, 2015  Page 9  Dana Reed was elected by the majority of votes as the Commission’s Second Vice Chair  for 2016.     Abstain: Giba    Appointment of Executive Committee Representatives    At this time, Jennifer Harmon requested a member from the Board of Supervisors  announce the three representatives to the Executive Committee for 2016.    Commissioner Kevin Jeffries announced Commissioners Marion Ashley, J. Benoit, and  Washington as the Board of Supervisors members to the Executive Committee for 2016.    Anne Mayer expressed appreciation to Chair Busch as his outstanding leadership, his  coordination with staff, and for his kindness.    12. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION    There were no items pulled from the Consent Calendar.    13. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT    13A. Anne Mayer announced:     The California Transportation Commission (CTC) is holding its December  meeting on December 9 – 10 in the CAC Board Room;   A reception for the CTC is scheduled for 5:30 p.m. on  December 9 in the CAC Atrium area;   The CTC Road Charge Technical Advisory Committee meeting is  scheduled for December 11 in the CAC Board Room.  She expressed  appreciation for having the opportunity to serve as the working group  chair;   The Perris Valley Line dedication ceremony is scheduled for  December 11.    13B. Chair Busch announced the Orange Empire Rail Museum will have a steam  engine at the Perris Valley Line dedication ceremony.    At this time, Chair Busch requested a moment of silence in memory of the December 2  San Bernardino shooting, in honor of the people that lost their lives, for the survivors,  and family.    At this time, Commissioners J. Benoit, Jeffries, and Shelley Kaplan left the meeting.     Riverside County Transportation Commission Minutes  December 9, 2015  Page 10  14. CLOSED SESSION    14A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS   Pursuant to Government Code Section 54956.8   Agency Negotiator: Executive Director or Designee   Property Owner(s): See Below    Item APN(s) CPN(s) Property Owner(s)  1 102‐091‐007 23980 Gilbert Oropez and Gilbert Urban Oropez  2 102‐091‐008 23979 Ruben Reyna and Maria Reyna  3 102‐091‐009 23978 Frank Spann and Sabrina Spann  4 102‐092‐003 23981 Damian Avila and Arturo Avila  5 102‐092‐007 23982 Jose Serrano and Margarita Serrano  6 102‐092‐008 23983 Benn Shawnki and Annetta Clack  7 102‐092‐015 23984 Brian Laurent  8 102‐092‐016 23985 Hilario Torres  9 102‐092‐017 23986 John Ennis  10 102‐101‐028 23987 Lawrence Mullins and Magdalena Perez  11 102‐101‐027 23988 Norma Meraz  12 102‐101‐026 23989 Rene De la Trinidad and Sandra De la Trinidad  13 102‐101‐019 23990 Amalio Celis and Trinidad Olivas    14B. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION    Pursuant to Government Code Section 54956.9 (d)(1)  Case No(s). RIC 1313171    There were no announcements from Closed Session items.    15. ADJOURNMENT    There being no further business for consideration by the Riverside County  Transportation Commission, Chair Busch adjourned the meeting at 10:57 a.m.  The next  Commission meeting is scheduled to be held at 9:30 a.m., Wednesday,  January 13, 2016, Board Chambers, First Floor, County Administrative Center,  4080 Lemon Street, Riverside.    Respectfully submitted,    Jennifer Harmon  Clerk of the Board  AGENDA ITEM 7A RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 13, 2016 TO: Riverside County Transportation Commission FROM: Tanya Love, Goods Movement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Construction Freeway Service Patrol Services – 91 Project STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve Agreement No. 16-45-035-00 with the South Coast Air Quality Management District (SCAQMD) to support construction Freeway Service Patrol (FSP) services for the State Route 91 Corridor Improvement Project (91 Project) for an amount not to exceed $590,759 in grant funds; and 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: An element of the Mobile Source Air Pollution Reduction Review Committee’s (MSRC) FY 2013/14 – FY 2015/16 Work Program set aside $10 million for projects and/or programs under its Transportation Control Measure/California Transportation Commission Partnership Program (TCM/CTC Program). Historically, the MSRC solicits proposals through a competitive call for projects process; however, for the TCM/CTC Partnership Program, MSRC elected to allocate $10 million to the four county transportation commissions for the development of projects and/or programs designed to improve air quality. The Commission’s share of the $10 million allocation is $2.5 million. Examples of eligible project categories include traffic signal coordination, rideshare programs, car sharing/bike sharing projects, active transportation projects, transit pass incentive programs, freeway service patrol, first mile/last mile strategies, transit center infrastructure, and information technology projects. Commission staff is requesting approval to receive $590,759 in MSRC funding to support Construction FSP services on the 91 Project. The total cost of providing FSP services for the 91 Project is approximately $2,200,841 as detailed in the attached budget. Hours of service for Construction FSP will vary based on specific project needs and may include periodic night-time work, freeway closures, limited ramp closures, elimination of the freeway shoulders, and traffic flow. Although FSP funding is available through Caltrans and the Riverside County Service Authority for Freeway Emergencies, available funding does not include funding for construction FSP services. Agenda Item 7A 1 Financial Information In Fiscal Year Budget: No N/A Year: FY 2015/16 FY 2016/17 Amount: $118,152 $472,607 Source of Funds: MSRC Grant Funds Budget Adjustment: Yes N/A GL/Project Accounting No.: 002173 416 41608 0001 201 45 41203 Fiscal Procedures Approved: Date: 12/16/2015 Attachment: Construction FSP Costs – 91 Project Agenda Item 7A 2 Construction FSP Costs ‐ 91 ProjectA) Limited Shoulder Access Schedule368,474$                             B) Limited to No Shoulder Access Schedule571,608$                             C) Closures/Contingency Towing150,000$                            D) CHP Supervision/Dispatch520,000$                             RCTC's MSRC Funding RequestE) Extended Service Schedule350,759$                             350,759$                                          F) CHP Supervision/Dispatch240,000$                             240,000$                                          Total FSP Costs ‐ 91 Project2,200,841$                          590,759$                                          1,610,082$ Limited Shoulder Access Duration/HDuration/Hourly RateService HoursDetailsHours No. of DaysNo. of Hours Per Week Per TruckMonthly Total Hours Per Truck10 MonthsMid‐day (M‐Th)Monday ‐ Thursday:  8:30 a.m. ‐ 2:30 p.m.6424 103.954.55$    Hourly RateMid‐day (F)Friday ‐ 8:30 a.m. ‐ 12:30 p.m.41417.33 TrucksWeekendSaturday ‐ 7:00 a.m. ‐ 7:00 p.m.1211252.0WeekendSunday ‐ 8:00 a.m. ‐ 8:00 p.m.1211252.052 225.2A) Summary Costs (Hourly Rate x Monthly Total Hours x Number of Trucks x No. of Months)368,474$       Limited to No Shoulder AccessDuration/Hourly RateService HoursDetailsHours No. of DaysNo. of Hours Per Week Per TruckMonthly Total Hours Per Truck10 MonthsMid‐day (M‐Th)Monday ‐ Thursday:  8:30 a.m. ‐ 2:30 p.m.6424 103.954.55$    Hourly RateMid‐day (F)Friday ‐ 8:30 a.m. ‐ 12:30 p.m.41417.34 TrucksExtended P.M. (M‐Th)Monday ‐ Thursday:  6:30 p.m. ‐ 8:00 p.m.1.54626.0Total4TrucksExtended P.M. (M Th)Monday  Thursday:  6:30 p.m.  8:00 p.m.1.54626.0Extended P.M. (F)Friday ‐ 6:30 p.m. to 9:00 p.m.2.512.510.8WeekendSaturday ‐ 7:30 a.m. ‐ 7:30 p.m.1211252.0WeekendSunday ‐ 8:30 a.m. ‐ 8:30 p.m.1211252.060.5 262.0B) Summary Costs (Hourly Rate x Monthly Total Hours x Number of Trucks x No. of Months)571,608$       C) Closures/Contingency Costs150,000$       D) CHP Supervision/Dispatch Costs520,000$       EXTENDED SERVICE COSTSDuration/HDuration/Hourly RateService HoursDetailsHours No. of DaysNo. of Hours Per Week Per TruckMonthly Total Hours Per Truck10 MonthsMid‐day (M‐Th)Monday ‐ Thursday:  8:30 a.m. ‐ 2:30 p.m.6424 103.954.55$    Hourly RateMid‐day; Extended P.M. (Fri) Friday ‐ 8:30 a.m. ‐ 12:30 p.m.; 6:30 p.m. ‐ 8:00 p.m.5.515.523.83 TrucksWeekendSaturday ‐ 10:00 a.m. ‐ 8:00 p.m.1011043.3WeekendSunday ‐ 10:00 a.m. ‐ 8:00 p.m.1011043.349.5 214.3E) Summary Costs (Hourly Rate x Monthly Total Hours x Number of Trucks x No. of Months)350,759$       F) CHP Supervision/Dispatch Costs240,000$       TotalTotal3 AGENDA ITEM 7B Agenda Item 7B  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: January 13, 2016  TO: Riverside County Transportation Commission  FROM: Edda Rosso, Capital Projects Manager  THROUGH: Anne Mayer, Executive Director  SUBJECT: Amendment to Agreement with HDR Engineering Inc. for Construction  Management Services for the Perris Valley Line Project    STAFF RECOMMENDATION:    This item is for the Commission to:    1) Approve Agreement No. 10‐31‐058‐04, Amendment No. 4 to Agreement No.  10‐31‐058‐00, with HDR Engineering Inc. (HDR) to provide construction management for  the Perris Valley Line (PVL) project in the amount of $2.1 million, plus a contingency  amount of $200,000, for an additional amount of $2.3 million, and a total amount not to  exceed $25,050,146;  2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreement on behalf of the Commission;   3) Authorize the Executive Director or designee to approve the use of the contingency  amount as may be required for the project; and  4) Approve an increase of $800,000 in FY 2015/16 budget revenues and expenditures for  construction management services related to the PVL project.    BACKGROUND INFORMATION:    At its July 14, 2010 meeting, the Commission approved the selection process and awarded  Agreement No. 10‐31‐058‐00 to HDR to provide construction management services for the PVL  project for the amount of $15,950,146, plus contingency of $1.6 million, for a total amount not  to exceed $17,550,146.  At that time, it was anticipated the project would be advertised for  construction in early 2011.  Due to the extension of the environmental process as a result of  California Environmental Quality Act litigation, the actual start of construction did not occur  until October 2013.    In June 2013, Agreement No. 10‐31‐058‐01, Amendment No. 1 to Agreement No. 10‐31‐058‐00,  was executed to extend the term of the agreement to a date six months after issuance of a  notice of final acceptance or December 31, 2016, whichever occurs earlier.  There was no cost  impact related to this amendment.    In August 2014, Agreement No. 10‐31‐058‐02, Amendment No. 2 to Agreement No.   10‐31‐058‐00, was executed to add consultant and subconsultant classifications and ranges.   There was no cost impact related to this amendment.  4 Agenda Item 7B  In June 2015, the Commission approved Agreement No. 10‐31‐058‐03, Amendment No. 3 to  Agreement No. 10‐31‐058‐00, to include additional funding of $5.2 million for office rental,  Native American monitoring, Quality Control services, additional surveying, and impacts of time  extension due to delays in the contractor’s schedule.  This resulted in an authorized total  amount not to exceed $22,750,146.    DISCUSSION:    At this time, the construction contractor’s completion schedule shows an additional six months  in duration from what was originally contemplated.  Additional funding is needed for office  rental, Native American monitoring, surveying, quality control services, new drainage issues,  new power service at South Perris, and extension of construction management services.  These  additional services will be required and were not envisioned, however, are consistent with the  original scope.  An extension of the existing contract is also anticipated to carry HDR through  completion, estimated to be no later than March 2017.  Accordingly, staff requests approval of  Amendment No. 4.  The amendment is necessary since the duration of construction will be  longer than originally anticipated.    HDR provided a detailed scope of work, cost, and schedule for the proposed Amendment No. 4.   The information provided was reviewed in detail by staff, and negotiations were held with HDR  to obtain the best value for the proposed work.  Staff determined the cost to be fair and  reasonable.  The cost for the proposed services is $2.6 million.  Staff intends to utilize  remaining contingency of $500,000 and requests approval for $2.1 million, plus a contingency  of $200,000, for an additional amount of $2.3 million.  Accordingly, the total authorized not to  exceed amount for the agreement will be $25,050,146.  These additional costs are eligible for  and will be funded with Congestion Mitigation and Air Quality (CMAQ) and State Transportation  Improvement Program (STIP) funds, already programmed on this project.  Since these  additional costs were not anticipated in the FY 2015/16 budget, a budget amendment to  increase expenditures and corresponding federal and state revenues is requested.    Financial Information  In Fiscal Year Budget: No   N/A Year: FY 2015/16  FY 2016/17 Amount:    $800,000  $1,500,000  Source of Funds: CMAQ (federal, STIP (state) Budget Adjustment: Yes  N/A  GL/Project  Accounting Nos.:  003823 414 41403 221 33 41401 $2,036,190 (federal revenues)  003823 415 41502 221 33 41501 $263,810 (state revenues)  003823 81302 221 33 81301    $2,300,000  Fiscal Procedures Approved: Date: 12/17/2015    Attachment:  Draft HDR Agreement No. 10‐31‐058‐04  5 Agreement No. 10-31-058-04 AMENDMENT NO. 4 TO AGREEMENT FOR CONSTRUCTION MANAGEMENT, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES FOR THE PERRIS VALLEY LINE METROLINK IMPROVEMENT PROJECT 1. PARTIES AND DATE This Amendment No. 4 to the Agreement for Construction Management, Materials Testing and Construction Surveying Services is made and entered into as of this ______ day of ___________, 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and HDR ENGINEERING, INC. ("Consultant"), a Nebraska corporation. 2. RECITALS 2.1 The Commission and the Consultant have entered into an agreement dated September 8, 2010, (“Master Agreement”) for the purpose of providing construction management, materials testing and construction surveying services for the Perris Valley Line Metrolink Improvement Project (the "Project"). 2.2 The Commission and the Consultant have entered into an Amendment No. 1 to the Master Agreement, dated June 13, 2013, for the purpose of extending the term. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated August 1, 2014, for the purpose of including additional classifications. 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated July 20, 2015, for the purpose of allocating funding to effectuate a budget adjustment resulting from the extended preconstruction phase of the Project, revising and extending the Scope of Services and providing additional compensation for the continued provision of construction management, materials testing and construction surveying services for the Project. 2.5 The parties now desire to amend the Master Agreement in order to revise the Scope of Services to include work required to complete the Project, provide additional compensation for the continued provision of 17336.02305\11609407.2 1 6 construction management, materials testing and construction surveying services for the Project, and to extend the term of the Master Agreement. 2.6 Funding allocated under this Amendment No. 4 shall come from the following sources: (i) Five Hundred Thousand Dollars ($500,000) of contingency authorized by the Commission Board on June 10, 2015, and (ii) Two Million One Hundred Thousand Dollars ($2,100,000) authorized by the Commission Board on January 13, 2016. 3. TERMS 3.1 The term of the Master Agreement shall be extended to the date that is six months after the issuance of a Notice of Final Acceptance, as defined in the Master Agreement, or March 31, 2017, whichever occurs earlier, unless earlier terminated as provided in the Master Agreement. 3.2 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, required to provide additional construction management, materials testing and construction surveying services, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. 3.3 The total not-to-exceed amount of this Amendment No. 4 is Two Million, Six Hundred Thousand Dollars ($2,600,000). Work shall be performed at the rates set forth in the Master Agreement, as previously amended. 3.4 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 4, shall be increased from Twenty Two Million Two Hundred Fifty Thousand One Hundred Forty Six Dollars ($22,250,146) to Twenty Four Million Eight Hundred Fifty Thousand One Hundred Forty Six Dollars (24,850,146). 3.5 Except as amended by this Amendment No. 4, all provisions of the Master Agreement, as amended by Amendment Nos. 1, 2, and 3 including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. [Signatures on following page] 17336.02305\11609407.2 2 7 SIGNATURE PAGE TO AGREEMENT NO. 10-31-058-04 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY HDR ENGINEERING, INC. TRANSPORTATION COMMISSION By: ________________________ By: __________________________ Scott Matas, Chair Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: ATTEST: By: _____________________________ By: ____________________ Best Best & Krieger LLP Counsel to the Riverside County Its: Secretary Transportation Commission 17336.02305\11609407.2 3 8 EXHIBIT "A" [Attached behind this page] 17336.02305\11609407.2 Exhibit A 9 AGENDA ITEM 7C Agenda Item 7C  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: January 13, 2016  TO: Riverside County Transportation Commission  FROM: Edda Rosso, Capital Projects Manager  THROUGH: Anne Mayer, Executive Director  SUBJECT: Amendment to Agreement with STV Incorporated to Provide Design Support  During Construction for the Perris Valley Line Project    STAFF RECOMMENDATION:    This item is for the Commission to:    1) Approve Agreement No. 07‐33‐123‐12, Amendment No. 12 to Agreement No.  07‐33‐123‐00, with STV Incorporated (STV) for design support during construction for  the Perris Valley Line (PVL) project in the amount of $3,385,614, plus a contingency  amount of $350,000, for an additional amount of $3,735,614, and a total amount not to  exceed $52,409,000;  2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreement on behalf of the Commission;  3) Authorize the Executive Director or designee to approve the use of the contingency  amount as may be required for the project; and  4) Approve an increase of $3,385,614 in Fiscal Year 2015/16 budget revenues and  expenditures for construction support services related to the PVL project.    BACKGROUND INFORMATION:    At its September 12, 2007 meeting, the Commission approved the selection process and  awarded Agreement No. 07‐33‐123‐00 to STV to provide planning, environmental, and  preliminary engineering services for the PVL, contingent on Federal Transit Administration (FTA)  approval to enter into preliminary engineering, which was received on December 14, 2007.   During the past eight years, the Commission executed a total of 11 amendments, to include  final design, for a total authorized amount of $48,673,386.      DISCUSSION:    At this time, the construction contractor’s completion schedule shows an additional six months  in duration from what was originally contemplated.  Additional funding is needed for  production of 2,600 pages of As‐Built drawings, additional effort to address Federal Railroad  Administration (FRA) concerns with vehicle intrusion from Interstate 215 into the railroad right  of way, preparation of composite maps for Southern California Regional Rail Authority, and  extension of design support during construction.  These additional services will be required and  10 Agenda Item 7C  were not envisioned; however, they are similar to the type of services contemplated in the  scope of work for this project.  Accordingly, staff requests approval of Amendment No. 12.  The  amendment is necessary for the additional services since the duration of construction will be  longer than originally anticipated; however, no change is needed to extend the term of the  contract.    STV provided a detailed scope of work, cost, and schedule for the proposed Amendment No.  12.  The information provided was reviewed in detail by staff, and negotiations were held with  STV to obtain the best value for the proposed work. Staff has determined the cost to be fair and  reasonable.  The cost for the proposed services is $3,385,614, plus a contingency of $350,000,  for an additional amount of $3,735,614.  With the approval of the proposed Amendment No.  12, the total authorized not to exceed amount for the STV agreement will be $52,409,000.   These additional costs are eligible for and will be funded with Congestion Mitigation and Air  Quality (CMAQ) and State Transportation Improvement Program (STIP) funds, already  programmed on this project.  Since these additional costs were not anticipated in the FY  2015/16 budget, a budget amendment to increase expenditures and corresponding federal and  state revenues is requested.   Financial Information  In Fiscal Year Budget: No   N/A Year: FY 2015/16  FY 2016/17 Amount: $3,385,614     $350,000  Source of Funds: CMAQ (federal), STIP (state) Budget Adjustment: Yes  N/A  GL/Project  Accounting Nos.:  003823 414 41403 221 33 41401 $3,307,139  (federal revenues)  003823 415 41502 221 33 41501 $428,475 (state revenues)  003823 81304 221 33 81301    $3,735,614 (expenditures)  Fiscal Procedures Approved: Date: 12/17/2015    Attachment:  Draft STV Agreement No. 07‐33‐123‐12  11 Agreement No. 07-33-123-12 AMENDMENT NO. 12 TO AGREEMENT FOR PRELIMINARY DESIGN SERVICES FOR THE PERRIS VALLEY LINE 1. PARTIES AND DATE This Amendment No. 12 to the Agreement for Design Services for the Perris Valley Line is made and entered into as of this ______ day of ___________, 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and STV INCORPORATED ("Consultant"), a New York Corporation. 2. RECITALS 2.1 The Commission and the Consultant entered into an agreement dated October 29, 2007 for the Preliminary Design of the Perris Valley Line (the "Master Agreement"). 2.2 The Commission and the Consultant entered into an Amendment No. 1 to the Master Agreement, dated August 5, 2008, which was subsequently deleted in its entirety by Amendment No. 3. 2.3 The Commission and the Consultant have entered into an Amendment No. 2 to the Master Agreement, dated May 21, 2009, for the purpose of revising the Scope of Services to include landscape design for the Greenway Corridor, a landscaping project under construction in the San Jacinto Branch Line rail corridor. 2.4 The Commission and the Consultant have entered into an Amendment No. 3 to the Master Agreement, dated July 15, 2009, for the purpose of incorporating certain additional items of work which were required to meet Project environmental clearances based upon Federal Transit Administration ("FTA") direction. 2.5 The Commission and the Consultant entered into Amendment No. 4 to the Master Agreement, dated August 27, 2009 for the purpose of continuing the design of the Project, as that term is defined in the Master Agreement, with the Consultant through advanced preliminary engineering ("APE"), final design, support for the procurement of construction materials, support during bid/award phase of construction contractor procurement, and design support during construction. 17336.02300\9844199.3 1 12 2.6 The Commission and the Consultant entered into Amendment No. 5 to the Master Agreement, dated November 2, 2010 for the purpose of incorporating certain additional items of work which were not foreseen in the APE scope but are necessary for the project to enter Final Design and for the project to be constructed. 2.7 The Commission and the Consultant entered into Amendment No.6 to the Master Agreement, dated December 21, 2010 for the purpose of designing a closed circuit television system ("CCTV") at each of the Perris Valley Line ("PVL") stations, developing the necessary drawings and specifications for incorporation into the PVL construction bid package, upgrading to the existing monitoring equipment and design of a new security monitoring building at the Riverside Downtown Metrolink Station, and other items detailed in the Scope of Work included in Amendment No. 6. 2.8 The Commission and the Consultant entered into Amendment No. 7 to the Master Agreement, dated February 7, 2012, for the purpose of replenishing funds previously reallocated to extend the project schedule while providing support for the ongoing environmental efforts and additional design scope requests. 2.9 The Commission and the Consultant entered into Amendment No.8 to the Master Agreement, dated November 29, 2012, for the purpose of amending Exhibit "C" to the Master Agreement, as amended. 2.10 The Commission and the Consultant entered into Amendment No. 9 to the Master Agreement, dated March 13, 2013, for the purpose of releasing contingency funds previously approved by the Commission Board for providing additional funds for continued final design and design support services required during construction. 2.11 The Commission and the Consultant entered into Amendment No. 10 to the Master Agreement, dated June 24, 2013, for the purpose of (i) providing additional compensation for support provided during the bid process, and for increased and extended design efforts related to delays on the Project unrelated to the actions of Consultant; (ii) providing additional funding for design services that will be required during Project construction; (iii) and deducting funds previously allocated under Amendment Nos. 2 and 6, but not required for the Services set forth under said Amendments. 2.12 The Commission and the Consultant entered into Amendment No. 11 to the Master Agreement, dated June 24, 2015, for the purpose of releasing contingency funds previously approved by the Commission to continue final design and support services required during construction due to the 17336.02300\9844199.3 2 13 extension of the overall project schedule and to account for a Commission approved adjustment to the audited overhead rates. 2.13 The parties now desire to amend the Master Agreement in order to provide additional compensation for the continued provision of design support services required during construction. 3. TERMS 3.1 The maximum compensation for Services, as that term is defined in the Master Agreement, performed pursuant to this Amendment No. 12 shall be Three Million Three Hundred Eight-Five Thousand Six Hundred Fourteen Dollars ($3,385,614). Work shall be performed at the rates set forth in the Master Agreement, as previously amended. 3.2 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 12, shall be increased from Forty-Eight Million Six Hundred Seventy-Three Thousand Three Hundred Eighty-Six Dollars ($48,673,386) to Fifty-Two Million Fifty-Nine Thousand Dollars (52,059,000). 3.3 Except as amended by this Amendment, all provisions of the Master Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 17336.02300\9844199.3 3 14 SIGNATURE PAGE TO AMENDMENT NO. 12 TO AGREEMENT FOR PRELIMINARY DESIGN SERVICES FOR THE PERRIS VALLEY LINE IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY STV INCORPORATED, TRANSPORTATION COMMISSION a New York Corporation By: __________________________ By: _________________________ Scott Matas, Chair Signature _________________________ Name ________________________ Title Approved as to Form: Attest: By: __________________________ By: ________________________ Best Best & Krieger LLP Its: Secretary General Counsel 17336.02300\9844199.3 4 15 AGENDA ITEM 7D Agenda Item 7D   RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: January 13, 2016  TO: Riverside County Transportation Commission  FROM: Alex Menor, Capital Projects Manager  THROUGH: Anne Mayer, Executive Director  SUBJECT:  Amendment to Agreement with Jacobs Project Management Co. for  Construction Management Services for the Interstate 215 Central Widening  Project from Scott Road to Nuevo Road in the City of Perris     STAFF RECOMMENDATION:    This item is for the Commission to:    1) Approve Agreement No. 12‐31‐034‐06, Amendment No. 6 to Agreement No.   12‐31‐034‐00, with Jacobs Project Management Co. (Jacobs) to fund the cost of  extended construction management, inspection, and testing services for the Interstate  215 Central widening project in the amount of $818,646, plus a contingency amount of  $81,865, for an additional amount of $900,511, and a total amount not to exceed  $14,205,011;   2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute  the agreement on behalf of the Commission;   3) Authorize the Executive Director or designee to approve the use of the contingency  amount as may be required for the project;  4) Approve reprogramming up to $1 million of State Transportation Improvement Program  (STIP) Regional Improvement Program (RIP) funds from construction capital to  construction support;  5) Authorize the Executive Director, pursuant to legal counsel review, to execute  Agreement No. 12‐31‐078‐01, Amendment No. 1 to Cooperative Agreement No.   12‐31‐078‐00, with Caltrans to transfer up to $1 million of STIP‐RIP funds from  construction capital to construction support; and  6) Approve an increase of $450,511 in FY 2015/16 budget revenues and expenditures for  construction management services related to the project.     BACKGROUND INFORMATION:    On May 9, 2012, the Commission approved Agreement No. 12‐31‐034‐00 with Jacobs to  provide construction management, engineering surveying, and testing services for the project  in the amount of $11,807,334, plus contingency of $1,192,666, for a total amount not to exceed  of $13 million.  The original agreement amount was $11,531,975.    16 Agenda Item 7D  On October 3, 2012, the Commission and Jacobs entered into Amendment No. 1 to perform  additional material field testing (gamma‐gamma field testing) of cast‐in‐drilled‐hole piles driven  where groundwater was encountered on the project, at an estimated cost of $54,398.  This was  paid from contingency.    On November 26, 2012, the Commission and Jacobs entered into Amendment No. 2 to bring on  board a subconsultant to prepare a source inspection quality management plan, provide the  project with a structural materials representative, and perform source inspection and testing,  at an estimated cost of $603,500.  Caltrans was originally responsible to perform this work;  however, a change in Caltrans policy at the start of construction shifted the responsibility to the  local agency constructing the project.  The additional services were paid from contingency.    On May 16, 2013, the Commission and Jacobs entered into Amendment No. 3 to reflect  changes in construction management staffing.  This was a no cost amendment.    On May 4, 2015, the Commission and Jacobs entered into Amendment No. 4, which authorized  the use of the remaining contingency of $810,127 to fund the cost of extended construction  management services, inspection, and testing services required for the project due to  unforeseen circumstances and/or delays caused by weather or other parties.    On June 10, 2015, the Commission approved Amendment No. 5 and authorized additional  funding of $304,500 to fund the cost of the three‐year plant establishment period and project  close‐out for the project, for a total amount not to exceed of $13,304,500.    The following table is a summary of the agreement and related amendments:    Commission  Authorized   Amount Commission  Authorized   Contingency Commission  Authorized       Total Jacobs   Agreement Original  Authorization:11,807,334$   1,192,666$         13,000,000$      11,531,975$   Amendments 1*‐                          ‐                             ‐                            54,398             2*‐                          ‐                             ‐                            603,500           3                          ‐                               ‐  ‐                            ‐                         4*‐                          ‐                             ‐                            810,127           5* 276,857           27,643                 304,500$            276,857           Subtotal 12,084,191     1,220,309           13,304,500        13,276,857     6 (proposed) 818,646          81,865                900,511             818,646          Totals  $   12,902,837  $        1,302,174  $      14,205,011  $  14,095,503  * Includes  use of contingency       17 Agenda Item 7D  DISCUSSION:    The project is about 96 percent complete and the three‐year plant establishment period has  started. All mainline lanes were opened to traffic at the end of October 2015, and major  roadway work was completed in December 2015.  Work remaining includes completion of  punch list items, installation of aesthetic panels on the retaining walls in city of Perris,  completion of three‐year plant establishment period, and project close‐out.  The existing  construction management agreement with Jacobs anticipated securing Caltrans relief of  maintenance of the roadway improvements, except for plant establishment, by end of 2015.     Staff now anticipates securing relief of maintenance, except for plant establishment, by June  2016, due primarily to time required to fabricate and install aesthetic panels.  Additional funds  are needed to continue construction management and inspection activities for review of punch  lists, aesthetic work, and three‐year plant establishment.     Subsequently, staff negotiated the scope and fee with Jacobs to perform construction  management and inspection activities related to the above described work in the amount of  $818,646, plus a contingency amount of $81,865, for an additional amount of $900,511.  Staff  determined the services are consistent with the original scope and the cost to be fair,  reasonable, and consistent with rates charged over the life of the contract.    Recommendation    Staff recommends approval of Agreement No. 12‐31‐034‐06, Amendment No. 6 to Agreement  No. 12‐31‐034‐00, with Jacobs to continue construction management and inspection activities  for review of punch list work, aesthetic work, and three‐year plant establishment.  Also  included is the work required to secure phased approval from Caltrans for relief of maintenance  and project closeout.  Funding for this amendment will be from unused state funds already  programmed on the construction capital phase of the project.  Accordingly the funding  agreement will need to be amended to reprogram funding from construction capital to  construction support and a budget adjustment to increase FY 2015/16 revenues and  expenditures in the amount of $450,511 is required.    Financial Information  In Fiscal Year Budget: No   N/A Year: FY 2015/16    FY 2016/17+ Amount:   $450,511  $450,000  Source of Funds: STIP/RIP Budget Adjustment: Yes  N/A  GL/Project Accounting No.: 003023 81302 262 31 81301  Fiscal Procedures Approved: Date: 12/17/2015    Attachments:  Agreement 12‐31‐034‐06 with Jacobs Project Management Co.  18 Agreement No. 12-31-034-06 AMENDMENT NO. 6 TO THE AGREEMENT WITH JACOBS PROJECT MANAGEMENT CO. FOR CONSTRUCTION MANAGEMENT, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES FOR THE INTERSTATE 215 WIDENING, SCOTT ROAD TO NUEVO ROAD PROJECT 1. PARTIES AND DATE This Amendment No. 6 to the Agreement for Construction Management, Materials Testing and Construction Surveying Services is made and entered into as of this _____ day of ___________, 2016, by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”) and JACOBS PROJECT MANAGEMENT CO. ("Consultant"), a Delaware corporation. 2. RECITALS 2.1 The Commission and the Consultant have entered into Agreement No. 12- 31-034-00 dated June 21, 2012 for the purpose of providing construction management, engineering surveying and testing services (the "Master Agreement"). 2.2 The Commission and Consultant have entered into Amendment No. 1 to the Master Agreement, dated October 3, 2012, for the purpose of clarifying costs for laboratory testing and equipment, clarifying the hourly rate of a subconsultant, to exercise the option to include the additional task of gamma-gamma logging as use of "wet method" construction is anticipated, and to provide for additional compensation for this additional task. 2.3 The Commission and Consultant have entered into Amendment No. 2 to the Master Agreement, dated November 26, 2012, for the purpose of including the preparation of a Source Inspection Quality Management Plan, the provision of a Structural Material Representative, and the performance of source inspection and testing. 2.4 The Commission and Consultant have entered into Amendment No. 3 to the Master Agreement, dated May 16, 2013, for the purpose of changing the Registered Landscape Architect Subconsultant and to update portions of the Master Agreement related thereto. 17336.02200\11145232.2 1 19 2.5 The Commission and Consultant have entered into Amendment No. 4 to the Master Agreement, dated May 4, 2015, for the purpose of releasing contingency to fund an increased level of Services required by the Commission for the project, to formalize, through the Commission’s standard amendment process, previously entered into binding letter agreements that amend certain terms of the Master Agreement, and to update portions of the Master Agreement related thereto, including an updated organizational chart, revisions to the rate range for Jacobs Quality Manager position, and addition of the Leighton Consulting Project Manager position. 2.6 The Commission and the Consultant have entered into Amendment No. 5 to the Master Agreement, dated August 25, 2015 for the purpose of revising the Scope of Services to add the required three year plant establishment period, project close-out and provide additional compensation for the I-215 Central Widening Project, and to include an updated Project organization chart. 2.7 The parties now desire to amend the Master Agreement in order to provide additional compensation for the continued provision of construction management, materials testing, and construction surveying services. 3. TERMS 3.1 The Scope of Services for the Master Agreement shall be amended to include Services, as that term is defined in the Master Agreement, necessary to complete the Project, as more fully described in Exhibit "A" attached to this Amendment and incorporated herein by reference. 3.2 The Services described in this Amendment shall be performed in accordance with the Cost Proposal and Schedule of Services attached as Exhibit “B” to this Amendment and incorporated herein by reference. 3.3 The maximum compensation for Services performed pursuant to this Amendment shall be Eight Hundred Eighteen Thousand Six Hundred Forty- Six Dollars ($818,646), as further detailed in the attached Exhibit “B”. Work shall be performed at the rates set forth in the attached Exhibit “B”, or if not included herein, at the rates set forth in the Master Agreement, as previously amended. 17336.02200\11145232.2 2 20 3.4 The total not-to-exceed amount of the Master Agreement, as amended by this Amendment No. 6, shall be increased from Thirteen Million Two Hundred Seventy-Six Thousand Eight Hundred Fifty-Seven Dollars ($13,276,857) to Fourteen Million Ninety-Five Thousand Five Hundred Three Dollars (14,095,503). 3.5 Except as amended by this Amendment, all provisions of the Master Agreement, as previously amended by Amendment Nos. 1 through 5, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the parties under this Amendment. [Signatures on following page] 17336.02200\11145232.2 3 21 SIGNATURE PAGE TO AGREEMENT NO. 12-31-034-06 IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date first herein above written. RIVERSIDE COUNTY JACOBS PROJECT TRANSPORTATION COMMISSION MANAGEMENT CO. By: _________________________ By: __________________________ Scott Matas, Chair Signature __________________________ Name __________________________ Title APPROVED AS TO FORM: ATTEST: By: ____________________________ By: __________________________ Best Best & Krieger LLP Counsel to the Riverside County Its: Secretary Transportation Commission 17336.02200\11145232.2 4 22 EXHIBIT "A" SCOPE OF SERVICES [Attached behind this page] Exhibit A 17336.02200\11145232.2 23 EXHIBIT "B" COST PROPOSAL AND SCHEDULE [Attached behind this page] Exhibit B 24 AGENDA ITEM 7E RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 13, 2016 TO: Riverside County Transportation Commission FROM: Dan Mathers, Facilities Administrator THROUGH: Anne Mayer, Executive Director SUBJECT: Agreement for Commuter Rail Station Security Guard Booths STAFF RECOMMENDATION: This item is for the Commission to: 1) Award Agreement No. 16-24-031-00 to B.I.G. Enterprises, Inc. for the purchase of commuter rail station security guard booths in an amount not to exceed $94,075; 2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement, on behalf of the Commission; and 3) Approve an increase of $94,075 in Fiscal Year 2015/16 budget expenditures for capital outlay. BACKGROUND INFORMATION: High visibility of on-site security personnel is a key element for protecting the Metrolink passengers and the Commission owned and operated commuter rail stations. Guard booths provide visibility as demonstrated by the already installed units at the Riverside Downtown, West Corona, Pedley, and Perris Transit Center stations. Placing these guard booths in strategic platform locations will provide the ridership with a focal point for contact with security personnel to report station issues, ticket vending issues, suspicious activity notifications, and other matters as well as providing a lockable storage area for first aid equipment and supplies, traffic control materials, lost and found items, security personnel protective equipment storage, electronic surveillance equipment placement, and security activity logging and documentation/reporting. Procurement Process Invitation for Bid (IFB) No. 16-24-031-00 for commuter rail station security guard booths was released by staff on October 8, 2015. A public notice was advertised in the Press Enterprise, and the IFB was posted on the Commission’s PlanetBids website, which is accessible through the Commission’s website. Utilizing PlanetBids, emails were sent to 35 firms, 5 of which are located in Riverside County. Through the PlanetBids site, 11 firms downloaded the IFB; 1 of the firms is located in Riverside County. Staff responded to all questions submitted by potential Agenda Item 7E 25 bidders prior to the October 15 clarification deadline date. On October 22, two bids were received from B.I.G. Enterprises, Inc. (El Monte, CA) and Jay Henges Enterprises, Inc. dba Porta- King Systems (Earth City, MO). The basis for award for this IFB is the lowest responsive and responsible bidder as defined by the Commission’s procurement policy and state law. The bid analysis determined the lowest responsible and responsive bidder is B.I.G. Enterprises, Inc. with a bid amount of $94,075 for five security guard booths. Installation of the booths, including electrical connections, will be provided by the Commission’s on-call general contractors at approximately $5,700 per booth, or a total of $28,500. The costs of the equipment and installation will be funded with Proposition 1B California Transit Security Grant funds. A budget adjustment is required for the installation costs. Operating and maintenance costs consisting primarily of electric utilities are not considered significant and will be funded with Local Transportation Fund or 2009 Measure A Western County Rail allocations. Staff recommends award of Agreement No. 16-24-031-00 for the purchase of five security guard booths to B.I.G. Enterprises, Inc. to be delivered to the following stations that do not have guard booths – Moreno Valley/March Field; North Main Corona; Riverside Hunter Park; Riverside La Sierra; and South Perris. The Commission’s equipment purchase agreement will be entered into with the consultant, subject to any changes approved by the Executive Director, and pursuant to legal counsel review. Financial Information In Fiscal Year Budget: No Year: FY 2015/16 Amount: $94,075 Source of Funds: Proposition 1B Security Grant Funds Budget Adjustment: Yes GL/Project Accounting No.: 244003 90701 00000 0000 103 24 90701 $18,815 244006 90701 00000 0000 103 24 90701 $18,815 244020 90701 00000 0000 103 24 90701 $18,815 244021 90701 00000 0000 103 24 90701 $18,815 244022 90701 00000 0000 103 24 90701 $18,815 Fiscal Procedures Approved: Date: 12/17/2015 Attachment: Equipment Purchase Agreement No. 16-24-031-00 (Draft) Agenda Item 7E 26 Agreement No. 16-24-031-00 RIVERSIDE COUNTY TRANSPORTATION COMMISSION EQUIPMENT PURCHASE AGREEMENT FOR COMMUTER RAIL STATION SECURITY GUARD BOOTHS WITH B.I.G. ENTERPRISES, INC This Equipment Purchase Agreement (“Agreement”) is entered into this _____ day of __________, 2015, by and between the Riverside County Transportation Commission (“Commission”), and B.I.G. ENTERPRISES, INC., a California CORPORATION, with its principal place of business at 9702 E. Rush St., South El Monte, CA 91733 (“Contractor”). Commission and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. Section 1. DEFINITIONS. A. “Equipment” means all machinery, equipment, items, parts, materials, labor or other services, including design, engineering and installation services, provided by Contractor as specified in Exhibit “A,” attached hereto and incorporated herein by reference. B. “Delivery Date(s)” means that date or dates upon which the Equipment is to be delivered to Commission, ready for approval, testing and/or use as specified in Exhibit “B.” Section 2. MATERIALS AND WORKMANSHIP. When Exhibit “A” specifies machinery, equipment or material by manufacturer, model or trade name, no substitution will be made without Commission’s written approval. Machinery, equipment or material installed in the Equipment without the approval required by this Section 2 will be deemed to be defective material for purposes of Section 4. Where machinery, equipment or materials are referred to in Exhibit “A” as equal to any particular standard, Commission will decide the question of equality. When requested by Commission, Contractor will furnish Commission with the name of the manufacturer, the performance capabilities and other pertinent information necessary to properly determine the quality and suitability of any machines, equipment and material to be incorporated in the Equipment. Material samples will be submitted at Commission’s request. Section 3. INSPECTIONS AND TESTS. Commission shall have the right to inspect and/or test the Equipment prior to acceptance. If upon inspection or testing the Equipment or any portion thereof are found to be nonconforming, unsatisfactory, defective, of inferior quality or workmanship, 27 or fail to meet any requirements or specifications contained in Exhibit “A,” then without prejudice to any other rights or remedies, Commission may reject the Equipment or exercise any of its rights under Section 4.C. The inspection, failure to make inspection, acceptance of goods, or payment for goods shall not impair Commission’s right to reject nonconforming goods, irrespective of Commission’s failure to notify Contractor of a rejection of nonconforming goods or revocation of acceptance thereof or to specify with particularity any defect in nonconforming goods after rejection or acceptance thereof. Section 4. WARRANTY. A. Contractor warrants that the Equipment will be of merchantable quality and free from defects in design, engineering, material and workmanship for a period of two (2) years, or such longer period as provided by a manufacturer’s warranty or as agreed to by Contractor and Commission, from the date of final written acceptance of the Equipment by Commission as required for final payment under Section 7. Contractor further warrants that any services provided in connection with the Equipment will be performed in a professional and workmanlike manner and in accordance with the highest industry standards. B. Contractor further warrants that all machinery, equipment or process included in the Equipment will meet the performance requirements and specifications specified in Exhibit “A” and shall be fit for the purpose intended. Commission’s inspection, testing, approval or acceptance of any such machinery, equipment or process will not relieve Contractor of its obligations under this Section 4.B. C. For any breach of the warranties contained in Section 4.A and Section 4.B, Contractor will, immediately after receiving notice from Commission, at the option of Commission, and at Contractor’s own expense and without cost to Commission: 1. Repair the defective Equipment; 2. Replace the defective Equipment with conforming Equipment, F.O.B. Commission’s plant, office or other location of Commission where the Equipment was originally performed or delivered; or 3. Repay to Commission the purchase price of the defective Equipment. If Commission selects repair or replacement, any defects will be remedied without cost to Commission, including but not limited to, the costs of removal, repair and replacement of the defective Equipment, and reinstallation of new Equipment. All such defective Equipment that is so remedied will be similarly warranted as stated above. In addition, 28 Contractor will repair or replace other items of the Equipment which may have been damaged by such defects or the repairing of the same, all at its own expense and without cost to Commission. D. Contractor also warrants that the Equipment is free and clear of all liens and encumbrances whatsoever, that Contractor has a good and marketable title to same, and that Contractor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Equipment. Contractor agrees to indemnify, defend and hold Commission harmless against any and all third party claims resulting from the breach or inaccuracy of any of the foregoing warranties. E. In the event of a breach by Contractor of its obligations under this Section 4, Commission will not be limited to the remedies set forth in this Section 4, but will have all the rights and remedies permitted by applicable law, including without limitation, all of the rights and remedies afforded to Commission under the California Commercial Code. Section 5. PRICES. Unless expressly provided otherwise, all prices and fees specified in Exhibit “C,” attached hereto and incorporated herein by reference, are firm and shall not be subject to change without the written approval of Commission. No extra charges of any kind will be allowed unless specifically agreed to in writing by Commission’s authorized representative. The total price shall include (i) all federal, state and local sales, use, excise, privilege, payroll, occupational and other taxes applicable to the Equipment furnished to Commission hereunder; and (ii) all charges for packing, freight and transportation to destination. Section 6. CHANGES. Commission, at any time, by a written order, and without notice to any surety, may make changes in the Equipment, including but not limited to, Commission’s requirements and specifications. If such changes affect the cost of the Equipment or time required for its performance, an equitable adjustment will be made in the price or time for performance or both. Any change in the price necessitated by such change will be agreed upon between Commission and Contractor and such change will be authorized by a change order document signed by Commission and accepted by Contractor. 29 Section 7. PAYMENTS. A. Terms of payment, are net thirty (30) days, less any applicable retention, after receipt of invoice, or completion of applicable Progress Milestones. Final payment shall be made by Commission after Contractor has satisfied all contractual requirements. Payment of invoices shall not constitute acceptance of Equipment. B. If Progress Milestones have been specified Exhibit “B,” then payments for the Equipment will be made as the requirements of such Progress Milestones are met. Progress payments for the Equipment will be made by Commission upon proper application by Contractor during the progress of the Equipment and according to the terms of payment as specified in Exhibit “B.” Contractor’s progress billing invoice will include progress payments due for the original scope of work and changes. Each “Item for Payment” shown in Exhibit “B” and each change order will be itemized on the invoice. Invoices for cost plus work, whether part of Exhibit “B” or a change order, must have subcontractor and/or supplier invoices attached to Contractor’s invoice. Other format and support documents for invoices will be determined by Commission in advance of the first invoice cycle. C. Payments otherwise due may be withheld by Commission on account of defective Equipment not remedied, liens or other claims filed, reasonable evidence indicating probable filing of liens or other claims, failure of Contractor to make payments properly to its subcontractors or for material or labor, the failure of Contractor to perform any of its other obligations under the Agreement, or to protect Commission against any liability arising out of Contractor’s failure to pay or discharge taxes or other obligations. If the causes for which payment is withheld are removed, the withheld payments will be made promptly. If the said causes are not removed within a reasonable period after written notice, Commission may remove them at Contractor’s expense. D. Payment of the final Progress Milestone payment or any retention will be made by Commission upon: 1. Submission of an invoice for satisfactory completion of the requirements of a Progress Milestone as defined in Exhibit “B” and in the amount associated with the Progress Milestone; 2. Written acceptance of the Equipment by Commission; 3. Delivery of all drawings and specifications, if required by Commission; 4. Delivery of executed full releases of any and all liens arising out of this Agreement; and 30 5. Delivery of an affidavit listing all persons who might otherwise be entitled to file, claim or maintain a lien of any kind or character, and containing an averment that all of the said persons have been paid in full. If any person refuses to furnish an actual release or receipt in full, Contractor may furnish a bond satisfactory to Commission to indemnify Commission against any claim or lien at no cost to Commission. E. Acceptance by Contractor of payment of the final Progress Milestone payment pursuant to Section 7.D will constitute a waiver, release and discharge of any and all claims and demands of any kind or character which Contractor then has, or can subsequently acquire against Commission, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. However, payment for the final Progress Milestone by Commission will not constitute a waiver, release or discharge of any claims or demands which Commission then has, or can subsequently acquire, against Contractor, its successors and assigns, for or on account of any matter or thing arising out of, or in any manner connected with, the performance of this Agreement. Section 8. SCHEDULE FOR DELIVERY. A. The time of Contractor’s performance is of the essence for this Agreement. The Equipment will be delivered in accordance with the schedule set forth in Exhibit “B.” Contractor must immediately notify Commission in writing any time delivery is behind schedule or may not be completed on schedule. In addition to any other rights Commission may have under this Agreement or at law, Contractor shall pay Commission the sum of $94,075 per item of Equipment for each calendar day for which the item of Equipment is unavailable beyond the scheduled delivery date(s) specified in Exhibit “B.” B. In the event that the Equipment is part of a larger project or projects that require the coordination of multiple contractors or suppliers, then Contractor will fully cooperate in scheduling the delivery so that Commission can maximize the efficient completion of such project(s). Section 9. TAXES. A. Contractor agrees to timely pay all sales and use tax (including any value added or gross receipts tax imposed similar to a sales and use tax) imposed by any federal, state or local taxing authority on the ultimate purchase price of the Equipment provided under this Agreement. 31 B. Contractor will withhold, and require its subcontractors, where applicable, to withhold all required taxes and contributions of any federal, state or local taxing authority which is measured by wages, salaries or other remuneration of its employees or the employees of its subcontractors. Contractor will deposit, or cause to be deposited, in a timely manner with the appropriate taxing authorities all amounts required to be withheld. C. All other taxes, however denominated or measured, imposed upon the price of the Equipment provided hereunder, will be the responsibility of Contractor. In addition, all taxes assessed by any taxing jurisdiction based on Contractor property used or consumed in the provision of the Equipment such as and including ad valorem, use, personal property and inventory taxes will be the responsibility of Contractor. D. Contractor will, upon written request, submit to Commission written evidence of any filings or payments of all taxes required to be paid by Contractor hereunder. Section 10. INDEPENDENT CONTRACTOR. Contractor enters into this Agreement as an independent contractor and not as an employee of Commission. Contractor shall have no power or authority by this Agreement to bind Commission in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Contractor are employees, agents, contractors or subcontractors of the Contractor and not of Commission. Commission shall not be obligated in any way to pay any wage claims or other claims made against Contractor by any such employees, agents, contractors or subcontractors or any other person resulting from performance of this Agreement. Section 11. SUBCONTRACTS. Unless otherwise specified, Contractor must obtain Commission’s written permission before subcontracting any portion of the Equipment. Except for the insurance requirements in Section 13.A, all subcontracts and orders for the purchase or rental of supplies, materials or equipment, or any other part of the Equipment, will require that the subcontractor be bound by and subject to all of the terms and conditions of the Agreement. No subcontract or order will relieve Contractor from its obligations to Commission, including, but not limited to Contractor’s insurance and indemnification obligations. No subcontract or order will bind Commission. 32 Section 12. TITLE AND RISK OF LOSS. Unless otherwise agreed, Commission will have title to, and risk of loss of, all completed and partially completed portions of the Equipment upon delivery, as well as materials delivered to and stored on Commission property which are intended to become a part of the Equipment. However, Contractor will be liable for any loss or damage to the Equipment and/or the materials caused by Contractor or its subcontractors, their agents or employees, and Contractor will replace or repair said Equipment or materials at its own cost to the complete satisfaction of Commission. Notwithstanding the foregoing, in the event that the Commission has paid Contractor for all or a portion of the Equipment which remains in the possession of Contractor, then Commission shall have title to, and the right to take possession of, such Equipment at any time following payment therefor. Risk of loss for any Equipment which remains in the possession of Contractor shall remain with Contractor until such Equipment has been delivered or Commission has taken possession thereof. Contractor will have risk of loss or damage to Contractor’s property used in the construction of the Equipment but which does not become a part of the Equipment. Section 13. INDEMNIFICATION. A. Contractor shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Contractor, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the Equipment or the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the sole negligence or willful misconduct of the Commission. B. Contractor’s defense obligation for any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the Commission, its officials, officers, employees, agents or volunteers shall be at Contractor’s own cost, expense and risk. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Commission or its officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse Commission and its officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 33 C. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Commission, its officials, officers, employees, agents or volunteers. Section 14. INSURANCE. A. General. Contractor shall take out and maintain: 1. Commercial General Liability Insurance, of at least $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; 2. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per accident for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); 3. Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and 4. Pollution Liability Insurance of at least $1,000,000 per occurrence and $2,000,000 aggregate shall be provided by the Contractor if transporting hazardous materials. 5. If Contractor is also the manufacturer of any equipment included in the Equipment, Contractor shall carry Product Liability and/or Errors and Omissions Insurance which covers said equipment with limits of not less than $1,000,000. B. Additional Insured; Primary; Waiver of Subrogation; No Limitation on Coverage. The policies required under this Section shall give Commission, its officials, officers, employees, agents or volunteers additional insured status. Such policies shall contain a provision stating that Contractor’s policy is primary insurance and that any insurance, self- insurance or other coverage maintained by the Commission or any additional insureds shall not be called upon to contribute to any loss, and shall contain or be endorsed with a waiver of subrogation in favor of the Commission, its officials, officers, employees, agents, and volunteers. The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Requirements of specific coverage or limits contained in 34 this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as additional insured pursuant to this Agreement. C. Insurance Carrier. All insurance required under this Section is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the Commission. D. Evidence of Insurance. Contractor shall furnish Commission with original certificates of insurance and endorsements effecting coverage required by the Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the Commission. All certificates and endorsements must be received and approved by the Commission before delivery commences. The Commission reserves the right to require complete, certified copies of all required insurance policies, at any time. E. Subcontractors. All subcontractors shall meet the requirements of this Section before commencing work. In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. F. Freight. Contractor shall ensure that third party shippers contracted by Contractor have adequate insurance coverage for the shipped Equipment. Section 15. LIENS. A. Contractor, subcontractors and suppliers will not make, file or maintain a mechanic’s or other lien or claim of any kind or character against the Equipment, for or on account of any labor, materials, fixtures, tools, machinery, equipment, or any other things furnished, or any other work done or performance given under, arising out of, or in any manner connected with the Agreement (such liens or claims referred to as “Claims”); and Contractor, subcontractor and suppliers expressly waive and relinquish any and all rights which they now have, or may subsequently acquire, to file or maintain any Claim and Contractor, subcontractor and suppliers agree that this provision waiving the right of Claims will be an independent covenant. B. Contractor will save and hold Commission harmless from and against any and all Claims that may be filed by a subcontractor, supplier or any other person or entity and Contractor will, at its own expense, defend any and all actions based upon such Claims and will pay all charges of attorneys 35 and all costs and other expenses arising from such Claims. Section 16. TERMINATION OF AGREEMENT BY COMMISSION. A. Should Contractor at any time refuse or fail to deliver the Equipment with promptness and diligence, or to perform any of its other obligations under the Agreement, Commission may terminate Contractor’s right to proceed with the delivery of the Equipment by written notice to Contractor. In such event Commission may obtain the Equipment by whatever method it may deem expedient, including the hiring of another contractor or other contractors and, for that purpose, may take possession of all materials, machinery, equipment, tools and appliances and exercise all rights, options and privileges of Contractor. In such case Contractor will not be entitled to receive any further payments until the Equipment is delivered. If Commission’s cost of obtaining the Equipment, including compensation for additional managerial and administrative services, will exceed the unpaid balance of the Agreement, Contractor will be liable for and will pay the difference to Commission. B. Commission may, for its own convenience, terminate Contractor’s right to proceed with the delivery of any portion or all of the Equipment by written notice to Contractor. Such termination will be effective in the manner specified in such notice, will be without prejudice to any claims which Commission may have against Contractor, and will not affect the obligations and duties of Contractor under the Agreement with respect to portions of the Equipment not terminated. C. On receipt of notice under Section 16.B, Contractor will, with respect to the portion of the Equipment terminated, unless the notice states otherwise, 1. Immediately discontinue such portion of the Equipment and the placing of orders for materials, facilities, and supplies in connection with the Equipment, 2. Unless otherwise directed by Commission, make every reasonable effort to procure cancellation of all existing orders or contracts upon terms satisfactory to Commission; and 3. Deliver only such portions of the Equipment which Commission deems necessary to preserve and protect those portions of the Equipment already in progress and to protect material, plant and equipment at the Equipment site or in transit to the Equipment site. D. Upon termination pursuant to Section 16.B, Contractor will be paid a pro rata portion of the compensation in the Agreement for any portion of the 36 terminated Equipment already delivered, including material and services for which it has made firm contracts which are not canceled, it being understood that Commission will be entitled to such material and services. Upon determination of the amount of said pro rata compensation, Commission will promptly pay such amount to Contractor upon delivery by Contractor of the releases of liens and affidavit, pursuant to Section 7.C. Section 17. MISCELLANEOUS PROVISIONS. A. Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address or at such other address as the respective parties may provide in writing for this purpose: COMMISSION: Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor Riverside, CA 92501 Attn: Executive Director CONTRACTOR: B.I.G. Enterprises, Inc. 9702 E. Rush St. South El Monte, CA 91733 Attn: David King Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. B. Assignment or Transfer. Contractor shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the Commission, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Contractor from the Commission under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the Commission. C. Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. D. Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. E. Waiver. No waiver of any default shall constitute a waiver of any other 37 default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. F. Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. G. Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. H. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. I. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. J. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. K. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. L. Commission’s Right to Employ Other Contractors. Commission reserves its right to employ other contractors in connection with the Equipment. M. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Equipment specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing. [SIGNATURES ON FOLLOWING PAGE] 38 SIGNATURE PAGE FOR EQUIPMENT PURCHASE AGREEMENT BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND B.I.G. ENTERPRISES, INC IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: ____________________________ Scott Matas, Chair B.I.G. ENTERPRISES, INC By: ____________________________ David King, President ATTEST: By: ____________________________ Its: Secretary 39 EXHIBIT “A” EQUIPMENT SPECIFICATIONS PLEASE NOTE: Bidders must indicate compliance with specification by check mark or initials in the “MEETS” column. Indicating “MEETS” to a specification will mean full compliance. All exceptions must be fully explained in the “EXCEPTIONS” column. Failure to comply with this requirement will result in the bid being rejected. SPECIFICATIONS Five (5) new and unused prefabricated steel Guard Booths with no visible fasteners on the exterior walls, and shall have the following specifications and equipment: GENERAL MEETS EXCEPTIONS OR EQUAL Framing and Walls Overall dimensions: 4’ wide by 10’ long. Wall framing: 7’ tall (floor to plate) steel frame using a minimum of 2” x 2” x .083” mild or structural steel tube, Wall sheeting: interior and exterior will be a minimum 16ga galvanized steel. Minimum wall insulation will be R-10. Roof and Ceiling Roof style: hip style with a 4:12 pitch and a 6” overhang and 6” fascia. Roof construction: internal mild or structural steel frame covered with exterior grade ¾” plywood sheeting. Roofing material: underlayment will be American Society for Testing and Materials (ASTM) compliant 30 lb minimum; decking will be standing seam style, a minimum of 24ga galvanized steel with a powder coat or baked finish. Provide a minimum of R-19 under roof insulation. Ceiling will be a minimum 16ga galvanized steel. Floor Floor joists: minimum 2” galvanized mild or structural steel tube. Flooring: minimum 12ga galvanized steel plate covered with square industrial black rubber tiles. Base: will be 4” black cove base. Door Midway on one of the long sides of the booth, provide one (1) top hung, steel frame sliding door. Hardware: all hardware will be stainless steel, with a top ball bearing slider and bottom guide. All handles will be Americans with Disabilities Act 40 (ADA) compliant, welded to the frame. Provide a mortised lock and six keys. Windows and Interior Finishes Windows shall be 36” tall, as near to wall-to-wall as the structural integrity will allow, on all four sides of the booth; to be fixed type, glazed with ¾” tinted tempered dual pane insulating glass. The window bottoms will be at 36” from the floor Interior finishes shall consist of: one (1) 20” deep wall-to-wall steel shelf on the short side wall closest to the fixed end of the door (front); one (1) 12” deep steel shelf on the opposite short wall, and two (2) stacked 6’ x 12” deep, steel shelves center mounted on the wall opposite the door. The bottom shelf will be adjustable to 12” above the floor. The end shelves and the top stacked shelf will be mounted at 30” from the floor. Lighting Interior lighting to be 4’ dual tube LED light recessed in the ceiling with the wall switch mounted at the standard height just inside the fixed end of the doorway. Electrical Panel Provide one (1) National Electrical Code (NEC) compliant, Underwriters Laboratory approved 125 amp, main lug, single phase load center rated at 120/240 volts with 40 amp main breaker and 8/16 open circuits. Electrical Wiring and Outlets All interior wiring will be within surface mounted EMT conduits. Electrical outlets: provide two (2) duplex mounted under the 20" deep front steel shelf. Air Conditioner One (1) commercial quality HVAC unit through the rear wall mounted air conditioner with 12,000 BTU cooling and one (1) 11,200 BTU heat strip. Paint All paint shall be commercial grade. All interior paint will be Ivory, semi- gloss. All exterior paint will be semi-gloss: one (1) of the booths shall be Dust Brown; two (2) of the 41 booths shall be a medium Persian Blue; and two (2) shall be Forest Green. The roof color will be a close complimenting color to the exterior walls. WARRANTY MEETS EXCEPTIONS OR EQUAL Warranty Minimum one (1) year on materials and workmanship. Documentation Provide: invoice, complete mechical and electrical equipmentcut sheets, complete design/construction plan set in a digital format, start-up and operating manual for the mecahical equipment. 42 EXHIBIT “B” DELIVERY SCHEDULE DELIVERY: Deliver and offload one (1) guard booth to each of the Commission commuter rail stations listed below: Riverside Hunter Park Station Riverside-La Sierra Station South Perris Station (Dust Brown) (Forest Green) (Medium Persian Blue) 1101 Marlborough Avenue 10901 Indiana Avenue 1304 Case Road Riverside, CA 92507 Riverside CA 92503 Perris, CA 92570 Moreno Valley/March Field Station North Main Corona (Forest Green) (Medium Persian Blue) 14160 Meridian Parkway 250 E. Blaine St Riverside, CA 92518 Corona, CA 92879 Delivery shall be 90 calendar days after Equipment Purchase Agreement is executed. The Commission will consider allowing additional days due to force majeure (beyond the dealer’s ability to control) if factory production has caused the delay. In such cases, dealer must provide written proof from the factory stating reason for the delay and when delivery should be expected. Bidders should advise the Commission prior to the bid deadline if any expected delays might exceed the aforementioned delivery time requirement. Deliveries must be coordinated with the Commission’s Facilities Administrator and delivered Monday – Thursday 8:00 a.m. to 4:00 p.m. 43 Exhibit “C” – Fee Schedule BID SHEET SECURITY GUARD BOOTHS NAME OF BIDDER: B.I.G. Enterprises, Inc The undersigned, hereby declare that we have carefully examined the bid documents for IFB No. 16-24-031-00, and have read and examined the Contract Documents, including all specifications, and all addenda, if any, for the following: The purchase, delivery, and installation of the security guard booths set forth in Exhibit “B.” We hereby propose to furnish all labor, materials, equipment, tools, transportation, and services, and to discharge all duties and obligations necessary and required to perform and complete the Project for the following TOTAL BID PRICE: QUANTITY UNIT PRICE (Including Delivery) SALES TAX TOTAL BID PRICE (Quantity X Unit Price + Sales Tax) Security Guard Booths 5 $16,500 $995 (Delivery) $1,320 $94,075 Note: Delivery/Freight is non-taxable TOTAL BID PRICE: In words: Ninety Four Thousand, Seventy Five Dollars In numbers: $94,075.00 In case of discrepancy between the written price and the numerical price, the written price shall prevail. Pricing Terms 1.Unit Price: includes everything, including but not limited to transportation, delivery, offloading. No other costs will be considered. 2.Discounts: all applicable discounts must be factored into the unit price. 3.Fixed Unit Prices: prices are fixed through the delivery period for all units. 4.State and/or Government-Mandated Taxes and Fees: must be included. 44 AGENDA ITEM 8 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 13, 2016 TO: Riverside County Transportation Commission FROM: Theresia Trevino, Chief Financial Officer THROUGH: Anne Mayer, Executive Director SUBJECT: Fiscal Year 2015/16 Mid-Year Revenue Projections STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve the mid-year Fiscal Year 2015/16 revenue projections of $170 million for Measure A revenues, $83 million for Local Transportation Fund (LTF) revenues, and $18 million for Transportation Uniform Mitigation Fee (TUMF) revenues; 2)Approve the budget increase adjustments to LTF transfers in of $249,100, and expenditures and transfers out of $311,400 to reflect the revised LTF projections; and 3)Approve the budget increase adjustments to TUMF revenues of $6 million to reflect the revised TUMF projections. BACKGROUND INFORMATION: Prior to the beginning of FY 2015/16, staff made projections regarding the revenues to be received from Measure A, LTF, and TUMF funds for budget purposes. Staff tracks the Measure A, LTF, and TUMF revenues on a monthly basis. Current trends indicate Measure A and LTF receipts are about 2.9 percent and 2.6 percent higher, respectively, for the six months ended December 31, 2015, compared to the same period last year. For the five months ended November 30, 2015, the Measure A and LTF receipts were 4.9 percent and 6.1 percent higher, respectively. The overall upward trend in receipts over the past six months reflects continued improvement in sales tax revenues compared to the actual receipts during the same period in FY 2014/15. For comparison purposes, the FY 2014/15 actual revenues reflected an increase of 4.3 percent and 4.9 percent in Measure A and LTF revenues, respectively, from the FY 2013/14 levels. FY 2015/16 TUMF receipts to date are higher than the FY 2014/15 trend; however, monthly TUMF receipts tend to fluctuate significantly, making it difficult to identify and project any trend. FY 2014/15 TUMF revenues were 56.6 percent higher than FY 2013/14 and at the highest level since FY 2006/07. Sales tax revenues have rebounded from the economic downturn’s low point in 2010. The unemployment rate has been decreasing and new jobs have been added, primarily in the construction and administrative support services industries. Home sale transactions are also on Agenda Item 8 45 Agenda Item 8  the rise.  These indicators support an expanding economy.  Nonetheless, staff continues to take  a conservative approach to this year’s mid‐year projection analysis based on the revenue trend  noted through December 2015.  Staff recommends the Commission maintain the current year  revenue projections for Measure A and LTF revenues and increase the TUMF revenue  projection, as follows:    Revenue  Projections  Original  (January 2015)    FY 2015/16 Budget  Revised for  Mid‐Year  Adjustment  Increase  (Decrease)  from Budget  Measure A  $ 170,000,000  $ 170,000,000 $ 170,000,000  $ 0 LTF   83,000,000   83,000,000   83,000,000   0  TUMF   12,000,000   12,000,000   18,000,000       6,000,000     For reference purposes, audited revenues for FY 2014/15 were approximately $163,093,000  (Measure A), $81,332,000 (LTF), and $17,401,000 (TUMF).  The Measure A and LTF revenue  projections for FY 2015/16 are 4.2 percent and 2.1 percent higher than the FY 2014/15 actual  revenues, respectively.  The revised TUMF revenue projection reflects the prior fiscal year’s  actual revenues with a 3.4 percent increase.    Any change in Measure A revenue projections has a direct effect on the distributions to the  geographic areas and related local streets and roads (LSR) programs.  Since there is no change  in the Measure A revenue projections, no adjustments are required for LSR expenditures and  Coachella Valley highways and regional arterials.      Since there is no change in Measure A revenues, there is no change in the 1 percent statutory  limitation on administrative salaries and benefits.  Based on a preliminary analysis through  December 31, 2015, it appears this limitation will not be exceeded.  Additionally, the original  Measure A administrative allocation of $3 million is sufficient to cover FY 2015/16  administrative costs.  This allocation does not exceed the 4 percent limitation on administration  costs adopted by the Commission in a prior year.    The LTF audit was completed and financial statements were issued in October 2015.  Staff  revised the original LTF projections to include the carryover that is available to the local  governments and transit agencies amounting to approximately $8,305,000.  Staff recommends  the LTF administrative allocation to the Commission remain unchanged at $900,000.   Expenditure adjustments are required for Commission and Southern California Association of  Governments planning of approximately $249,100 and $62,300, respectively.  Since the  Commission administrative and planning allocations may be transferred to the General Fund,  similar adjustments to transfers in and out are also needed.  The increase for SB 821 bicycle and  pedestrian projects of approximately $160,000 does not require a budget adjustment, as this  amount will be included in the amount available for the next call for projects.  The increase in  the LTF balance available for apportionments for transit operators of approximately $7,050,000  also does not require a budget adjustment as this amount will be available for any transit  allocation adjustments based on amendments to transit operator Short Range Transit Plans.  46 Agenda Item 8  Next Steps    Upon Commission approval, staff will provide this updated information to the necessary local  jurisdictions and transit operators.  Additionally, staff will continue to monitor FY 2015/16  revenues to determine if any adjustments to the revenue projections or Measure A and LTF  administration are necessary.    Financial Information  In Fiscal Year Budget: No Year: FY 2015/16 Amount:$6,249,100 sources              $311,400 uses  Source of Funds: LTF and TUMF Budget Adjustment: Yes  GL/Project Accounting No.:   $ 249,100    106 65 59001     249,100    601 62 97001           62,300                 601 62 86205       3,000,000 725000 416 41607 210 72 42110     3,000,000 735000 416 41607 210 73 42110  Fiscal Procedures Approved: Date: 12/22/2015    Attachments:  1) Measure A Program Allocation FY 2015/16  2) Riverside County LTF FY 2015/16 Apportionment  47 N:\MEASURES\Meas A FY16\2016 Measure A Revenue Projection REVISED.xlsx REVISED (01.13.16) ORIGINAL (01.14.15) Increase (Decrease) Revenues 170,000,000$ 170,000,000$ -$ Less: Administration 3,000,000 3,000,000 - APPORTIONMENT TO PROGRAMS 167,000,000$ 167,000,000$ -$ Western County Highway Improvements 38,406,000$ 38,406,000$ -$ New Corridors 13,932,000 13,932,000 - Public Transit Commuter Rail 7,681,000 7,681,000 - Intercity Bus 1,920,000 1,920,000 - Specialized Transit-Operations 2,400,000 2,400,000 - Specialized Transit-CTSA 800,000 800,000 - Commuter Services 1,883,000 1,883,000 - Regional Arterial 11,296,000 11,296,000 - Local Streets & Roads 36,524,000 36,524,000 - BANNING 535,000$ 535,000 - BEAUMONT - - - CALIMESA 152,000 152,000 - CANYON LAKE 172,000 172,000 - CORONA 3,776,000 3,776,000 - EASTVALE 1,141,000 1,141,000 - HEMET 1,634,000 1,634,000 - JURUPA VALLEY 1,830,000 1,830,000 - LAKE ELSINORE 1,159,000 1,159,000 - MENIFEE 1,476,000 1,476,000 - MORENO VALLEY 3,611,000 3,611,000 - MURRIETA 2,114,000 2,114,000 - NORCO 607,000 607,000 - PERRIS 1,416,000 1,416,000 - RIVERSIDE 6,797,000 6,797,000 - SAN JACINTO 782,000 782,000 - TEMECULA 2,747,000 2,747,000 - WILDOMAR 565,000 565,000 - RIVERSIDE COUNTY 5,238,000 5,238,000 - RCTC Regional Arterial 772,000 772,000 - Bond Financing 10,166,000 10,166,000 - Economic Development Projects 1,506,000 1,506,000 - SUBTOTAL-Western County 126,514,000 126,514,000 - Coachella Valley Highways & Regional Arterials 19,661,000 19,661,000 - Local Street & Roads 13,763,000 13,763,000 - CATHEDRAL CITY 1,427,000$ 1,427,000 - COACHELLA 627,000 627,000 - DESERT HOT SPRINGS 498,000 498,000 - INDIAN WELLS 253,000 253,000 - INDIO 1,796,000 1,796,000 - LA QUINTA 1,499,000 1,499,000 - PALM DESERT 2,686,000 2,686,000 - PALM SPRINGS 2,035,000 2,035,000 - RANCHO MIRAGE 871,000 871,000 - RIVERSIDE COUNTY 2,071,000 2,071,000 - Specialized & Public Transit 5,898,000 5,898,000 - SUBTOTAL-Coachella Valley 39,322,000 39,322,000 - Palo Verde Valley Local Street & Roads 1,164,000 1,164,000 - BLYTHE 928,000$ 928,000 - RIVERSIDE COUNTY 236,000 236,000 - SUBTOTAL-Palo Verde Valley 1,164,000 1,164,000 - TOTAL 167,000,000$ 167,000,000$ -$ Note: Estimate for Planning Purposes, subject to change and rounding differences. RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A PROGRAM ALLOCATION (PROJECTION) FY 2015/16 (Revised (1/13/16) 48 ATTACHMENT 1 N:\LTF\2015-2016 Apportionments Mid-Yr REvision.xlsx 12/22/20158:36 AM Revised Original Projection Projection (Decrease) (01/13/16)(01/14/15)Increase Estimated Carryover (Unapportioned)8,304,622$ -$ 8,304,622$ Est. Receipts 83,000,000 83,000,000 - TOTAL 91,304,622 83,000,000 8,304,622 Less: County Auditor-Controller Administration 12,000 12,000 - Less: RCTC Administration 900,000 900,000 - Less: RCTC Planning (3% of revenues)2,739,139 2,490,000 249,139 Less: SCAG Planning (3/4 of 1% of revenues)684,785 622,500 62,285 BALANCE 86,968,699 78,975,500 7,993,199 Less: SB 821 (2% of balance)1,739,374 1,579,510 159,864 BALANCE AVAILABLE BEFORE RESERVES 85,229,325 77,395,990 7,833,335 Less: 10% Transit Reserves 8,522,932 7,739,599 783,333 BALANCE AVAILABLE FOR APPORTIONMENT 76,706,392$ 69,656,391$ 7,050,001$ APPORTIONMENT Population FY 2015/16 FY 2015/16 (Decrease) Population % of Total Apportionment Apportionment Increase Western:1,812,438 79.49%60,977,017$ 55,372,686$ 5,604,331$ Rail 22%13,414,944 12,181,991 1,232,953 Transit 78%47,562,073 43,190,695 4,371,378 Coachella Valley 442,756 19.42%14,895,918 13,526,851 1,369,068 Palo Verde Valley 24,773 1.09%833,457 756,855 76,602 2,279,967 100.00%76,706,392$ 69,656,391$ 7,050,001$ ALLOCATION OF TRANSIT RESERVES (in accordance with Reserve Policy adopted January 12, 2005): Western: Rail 1,490,549$ Transit: RTA 4,349,795$ Banning 146,145 Beaumont 226,301 Corona 215,816 Riverside 346,618 Subtotal Transit 5,284,675$ 5,284,675 Subtotal Western 6,775,224 Coachella Valley 1,655,102 Palo Verde Valley 92,606 Total Reserves 8,522,933$ NOTES: Estimate for Planning Purposes, subject to change and rounding differences Population Source: California Department of Finance, Demographic Research Unit as of January 1, 2014 Allocation of Reserves: FY 2013/14 SRTP Funding Allocations Approved 7/10/13 RIVERSIDE COUNTY LOCAL TRANSPORTATION FUND FY 2015/16 APPORTIONMENT (Original) (Revised 01.13.16) 49 ATTACHMENT 2 Revenue Projections Presentation to the Commission January 13, 2016 Annual Revenue Projections Current Trends Historical Data Economic Data TUMF LTF Measure A FY 2015/16 (mid year revision) FY 2016/17 (budget development) Measure A and LTF Taxes Measure A is a local half-percent transactions and use tax •Based on place of consumption LTF is funded from a quarter-percent of state’s sales tax •Based on point of sale Revenue Forecast Highlights •Prior year growth was good but not as strong as projected •Current Riverside County economy outlook is positive, which is good news for sales tax revenues •Major economic indicators trending in right directionOverall •Unemployment rate at 6.3 percent (October 2015) •Expected to fall below 6 percent by end of 2016 •Labor market continues to add jobs •Construction industry accounted for 20 percent of net job gains •Administrative support services industry represented 15 percent of net job gains Employment •FY 2015 taxable sales 5 percent above prior year •Gains concentrated in Autos/Transportation (12 percent) and Building/Construction (10 percent) •Fuel/Service Station sales were down 16 percent Taxable Sales Source: Beacon Economics Activity by Economic Category Source: MuniServices (preliminary) Analysis of Regional Business Activity for Year Ended Q3 2015 % of Total / % Change RCTC Riverside Countywide San Bernardino Countywide State Wide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 28.7 / 4.3 28.4 / 3.6 24.9 / 4.5 28.4 / 2.9 27.0 / 2.1 27.9 / 3.1 30.5 / 3.7 29.2 / 2.8 26.6 / 4.0 28.2 / 2.3 31.5 / 1.7 Food Products 17.1 / 5.7 19.4 / 5.2 14.8 / 5.5 20.2 / 5.6 21.6 / 6.8 17.0 / 5.6 16.2 / 4.2 21.2 / 5.3 17.0 / 5.4 18.5 / 3.3 30.8 / 4.0 Transportation 26.0 / 0.5 27.5 / 0.3 28.6 / 4.3 24.3 / -0.3 21.1 / -1.0 28.3 / 1.2 26.4 / -0.1 23.9 / -0.8 28.1 / 2.3 30.2 / -2.1 21.2 / -0.7 Construction 10.8 / 6.9 13.0 / 0.7 9.5 / 18.0 9.3 / 7.3 9.4 / 7.6 11.2 / 7.2 11.8 / 7.5 8.2 / 6.9 11.2 / 7.6 13.3 / 9.3 9.2 / 2.7 Business to Business 15.3 / -1.6 10.7 / 3.9 21.0 / 5.4 16.7 / 0.7 19.7 / 2.9 14.0 / 3.7 13.7 / -1.8 16.4 / -1.5 16.0 / 4.9 8.9 / 1.3 6.3 / 26.3 Miscellaneous 2.1 / 10.6 1.0 / 16.4 1.2 / 9.8 1.2 / 3.5 1.2 / 2.7 1.7 / 1.1 1.4 / 4.7 1.1 / 2.2 1.1 / 12.6 0.9 / -13.2 1.0 / -6.3 Total 100.0 / 3.0 100.0 / 2.7 100.0 / 6.0 100.0 / 2.7 100.0 / 3.1 100.0 / 3.5 100.0 / 2.4 100.0 / 2.0 100.0 / 4.4 100.0 / 1.7 100.0 / 3.1 General Retail: Apparel Stores, Department Stores, Furniture/Appliances, Drug Stores, Recreation Products, Florist/Nursery, and Misc. Retail Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment Construction: Building Materials Retail and Building Materials Wholesale Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales Business to Business: Office Equip., Elec. Equip., Bus. Services, Energy Sales, Chemical Prod., Heavy Industry, Light Industry, and Leasing Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments ECONOMIC CATEGORY ANALYSIS Trends by Economic Category Source: MuniServices, preliminary based on benchmark year (BMY) Activity by Economic Segments Source: MuniServices (preliminary) Analysis of Three Largest Segments by Region for Year Ended Q3 2015 RCTC Riverside Countywide San Bernardino Countywide State Wide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Auto Sales - New Restaurants Dept. Stores Restaurants Restaurants Restaurants Dept. Stores Service Stations Restaurants Service Stations Restaurants % of Total / % Change 11.5 / 10.8 12.3 / 8.0 10.5 / 5.4 14.2 / 7.2 15.3 / 7.7 15.4 / 6.7 13.6 / 1.7 26.3 / -6.4 11.0 / 8.2 11.8 / -13.1 22.1 / 4.5 2nd Largest Segment Restaurants Auto Sales - New Service Stations Auto Sales - New Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Auto Sales - New Dept. Stores Misc. Retail % of Total / % Change 10.8 / 7.8 12.2 / 9.9 10.4 / -12.1 11.0 / 8.3 10.7 / 8.9 11.1 / 6.9 10.8 / 11.3 12.7 / 7.1 10.9 / 11.1 11.2 / 1.0 10.2 / 7.3 3rd Largest Segment Dept. Stores Dept. Stores Restaurants Dept. Stores Dept. Stores Dept. Stores Restaurants Food Markets Dept. Stores Auto Sales - New Dept. Stores % of Total / % Change 10.3 / 1.1 10.9 / -1.3 9.9 / 8.5 9.7 / 0.6 8.1 / -0.1 9.4 / 0.2 10.3 / 7.6 8.5 / 4.7 10.7 / 2.0 10.8 / 8.9 8.8 / -0.9 ECONOMIC SEGMENT ANALYSIS Trends by Economic Segments Source: MuniServices, preliminary based on benchmark year (BMY) $- $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 $200.0 MillionsMeasure A Revenues Actual Projection Budget Measure A Revenue Projections 3.1 percent above last year (7 months) •No change from budget •4.2 percent above FY 14/15 revenues FY 15/16 revised projection: $170 million •4.1 percent increase from FY 15/16 projection FY 16/17 projection: $177 million Measure A Revenue Allocation $126,514,000 74% $39,322,000 23% $1,164,000 1% $3,000,000 2% 2016 Western County Coachella Valley Palo Verde Valley Administration By Geographic Area Based on taxable sales by area $133,203,000 75% $39,369,000 22% $1,178,000 1% $3,250,000 2% 2017 Western County Coachella Valley Palo Verde Valley Administration Measure A Revenue Program Allocation Western County •30 percent Highways •29 percent Local Streets & Roads •Allocation to County/cities based on 75 percent population, 25 percent taxable sales •12 percent Public Transit •11 percent New Corridors •9 percent Regional Arterials •8 percent Bond Financing •1 percent Economic Development Incentives Coachella Valley •50 percent Highways & Regional Arterials •35 percent Local Streets & Roads •Allocation to County/cities based on 50 percent dwelling units, 50 percent taxable sales •15 percent Public Transit Palo Verde Valley •100 percent Local Streets & Roads •Allocation to County/cities based on 75 percent population, 25 percent taxable sales LTF Revenue Projections 2.9 percent above last year (7 months) FY 2015/16 revised projection: $83.0 million •No change in budget •2.1 percent above FY 2014/15 revenues FY 2016/17 projection: $86.5 million •4.2 percent increase from FY 2015/16 projection $- $10.0 $20.0 $30.0 $40.0 $50.0 $60.0 $70.0 $80.0 $90.0 $100.0 MillionsLocal Transportation Fund Revenues Actual Projection Budget $- $20.0 $40.0 $60.0 $80.0 $100.0 MillionsTransportation Uniform Mitigation Fee Revenues Actual Projection Budget TUMF Revenue Projections Receipts 24.9 percent higher than last year (4 months) FY 2015/16 revised projection: $18 million •FY 2014/15 revenues = $17.4 million FY 2016/17 projection: $18.5 million Next Steps Assess Revenue Trends Throughout Year Approval of FY 2016/17 Revenue Projections Commence budget development Advise local jurisdictions of projections Approval of FY 2015/16 Mid-Year Revenue Projections Record related budget adjustments Advise local jurisdictions of revised projections AGENDA ITEM 9 Agenda Item 9  RIVERSIDE COUNTY TRANSPORTATION COMMISSION  DATE: January 13, 2016  TO: Riverside County Transportation Commission  FROM: Theresia Trevino, Chief Financial Officer  THROUGH: Anne Mayer, Executive Director  SUBJECT: Fiscal Year 2016/17 Revenue Projections    STAFF RECOMMENDATION:    This item is for the Commission to:    1) Approve the projections for Measure A revenues of $177 million for Fiscal Year 2016/17;   2) Approve the projections of the Local Transportation Fund (LTF) apportionment of  $86.5 million for the Western Riverside County, Coachella Valley, and Palo Verde Valley  areas for FY 2016/17; and  3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues of  $18.5 million for FY 2016/17.    BACKGROUND INFORMATION:    Prior to the commencement of the annual budget process, the Chief Financial Officer presents  to the Commission the revenue projections for Measure A, LTF, and TUMF related to the next  fiscal year.  These revenue projections include consideration of historical and current trends of  receipts and economic data collected from various sources.  One source of data is the annual  sales tax forecast of Measure A and LTF revenues prepared by Beacon Economics, LLC, which is  attached.  Another source of data is the Commission’s sales tax reporting and audit consultant,  MuniServices, LCC.     Measure A    The Measure A projection consists of revenues generated from the local half‐cent transactions  and use tax approved by the voters in November 2002.  These Measure A funds are principally  used to fund highway, regional arterial, local streets and roads, new corridors, economic  development, bond financing, bus transit, commuter rail, commuter assistance, and specialized  transportation projects in the three geographic areas of Riverside County, as defined in the  Measure A Expenditure Plan.  The percentage of Measure A revenues allocated to each of these  geographic areas is based on return to source of the sales tax revenues generated.  FY 2016/17  represents the eighth year of the 30‐year term of the 2009 Measure A.    50 Agenda Item 9  The Measure A projection for FY 2016/17 is $177 million.  The estimate is based on the  mid‐year projection for FY 2015/16 and a 4.1 percent increase over the FY 2015/16 estimate.   This increase is conservative and represents cautious optimism based on current economic  forecast information and recent fiscal year trends.  This projection will become the basis for the  preparation of the FY 2016/17 budget.  The budget process typically commences in January of  each year following the development of the Measure A revenue projections.  Additionally, the  amounts for the local streets and roads programs are usually provided to the local jurisdictions  for planning purposes.      After the deduction for administration of $3.25 million, which is approximately 1.8 percent of  Measure A revenues, the amount available for distribution to the three geographic areas is  $173.75 million, which is allocated as follows:    Geographic Area Amount  Western Riverside County  $ 133,203,000  Coachella Valley   39,369,000  Palo Verde Valley   1,178,000  Total  $ 173,750,000    Local Transportation Fund    The LTF projection consists of revenues generated from a quarter cent of the statewide sales  tax.  These LTF funds are principally used to fund transit requirements within the county of  Riverside (County).  The Transportation Development Act (TDA) legislation that created LTF  requires the County Auditor Controller to annually estimate the amount of revenues expected  to be generated from the sales tax.  That estimate then becomes the basis for geographic  apportionment and for claimant allocation through the Short Range Transit Plan (SRTP) process,  which commences in January 2017 for the next fiscal year.    While the County is the taxing authority and maintains custodial responsibility over the LTF  revenues, the Commission by statute is charged with administration of the LTF funding process.   Therefore, the practice has been for staff to develop the revenue estimate and then submit it to  the County Auditor Controller for concurrence.  Once the Commission and the County agree on  a revenue amount, staff prepares the statutorily required apportionment.  Apportionment is  the process that assigns revenues to the three major geographic areas as defined by TDA law  within the County – Western Riverside County, Coachella Valley, and Palo Verde Valley.  The  revenues are divided based on the respective populations for each area.  The apportionment  occurs after off‐the‐top allocations for administration to the County and Commission and set  asides for Southern California Association of Governments planning (3/4 of 1 percent), local  planning activities (3 percent), and bicycle and pedestrian projects (2 percent).      Attached is the FY 2016/17 LTF apportionment based on a revenue estimate of $86.5 million.   The estimate will be submitted to the County for its concurrence.  The estimate is based on the  mid‐year projection for FY 2015/16 and assumes a 4.2 percent increase over the FY 2015/16  51 Agenda Item 9  estimate.  This increase is conservative and represents cautious optimism based on current  economic forecast information.  After the deductions for administration of $1,012,000 and  set‐asides of approximately $4,889,000, the amount available for apportionment before  reserves is approximately $80,599,400.  The balance available for apportionment before  reserves is as follows:    Apportionment Area Amount  Western Riverside County $ 64,084,500 Coachella Valley  15,656,400 Palo Verde Valley  858,500 Total $ 80,599,400   In accordance with the Reserve Policy adopted by the Commission at its January 12, 2005  meeting, a reserve of 10 percent for each apportionment area will be established and set aside  for FY 2016/17, for unforeseen cost increases or other emergency.  For the Western Riverside  County apportionment area, a portion of the reserve will be allocated to each of the transit  operators.  For public bus transit operators, the allocation of the reserve is based on each  operator’s proportionate share of FY 2014/15 LTF operating allocations.  Operators may access  reserve funds by amending their SRTPs through the established amendment and Commission  approval process.    Transportation Uniform Mitigation Fee    The TUMF projection consists of revenues generated from fees charged to new development to  ensure it pays for the new transportation facilities needed to accommodate growth.  As a result  of a memorandum of understanding executed in 2008 between the Commission and the  Western Riverside Council of Governments, the administrator of the TUMF program, the  Commission receives 48.7 percent of the TUMF revenues, after an administrative allocation for  the Commission’s regional arterial program.  The revenue estimate for FY 2016/17 is  $18.5 million.  The estimate is based on the revised projection for FY 2015/16, and assumes a  2.8 percent increase due to the continuing recovery in the housing market.    Next Steps    Upon Commission approval, staff will provide this information to the necessary local  jurisdictions and transit operators for planning purposes.  Staff will continue to monitor  FY 2015/16 revenues during the development of the FY 2016/17 budget to determine if any  adjustments to the revenue projections are necessary.     52 Agenda Item 9  Financial Information  In Fiscal Year Budget: N/A Year: FY 2016/17 Amount:  $177,000,000 Measure A;  $86,500,000 LTF;  $18,500,000 TUMF  Source of Funds: Measure A, LTF, and TUMF Budget Adjustment: N/A  GL/Project Accounting No.:   $ 86,500,000 601 62 40102          3,250,000 001001 401 40101 101 1X 40101    40,436,000 623999 401 40101 262 31 40101    14,668,000 613999 401 40101 261 31 40101    8,087,000 654199 401 40101 265 33 40101    2,022,000                               269 62 40101    2,528,000  260 26 40101    842,000  270 26 40101    1,982,000 632199 401 40101 263 41 40101    11,893,000  266 72 40101    38,454,000  267 71 40101    10,704,000  264 19 40101    1,586,000 683999 401 40101 268 31 40101    19,685,000 563999 401 40101 256 31 40101    13,779,000  257 71 40101    5,905,000  258 26 40101    1,178,000  234 71 40101      9,250,000 725000 416 41607 210 72 42110    9,250,000 735000 416 41607 210 73 42110    Fiscal Procedures Approved: Date: 12/18/2015    Attachments:  1) Measure A Program Allocation FY 2016/17  2) Riverside County LTF FY 2016/17 Apportionment  3) Sales Tax Revenue Forecast December 2015 by Beacon Economics  53 N:\MEASURES\Meas A FY17\2017 Measure A Revenue Projection.xlsx Revenues 177,000,000$ Less: Administration 3,250,000 APPORTIONMENT TO PROGRAMS 173,750,000$ Western County Highway Improvements 40,436,000$ New Corridors 14,668,000 Public Transit Commuter Rail 8,087,000 Intercity Bus 2,022,000 Specialized Transit-Operations 2,528,000 Specialized Transit-CTSA 842,000 Commuter Services 1,982,000 Regional Arterial 11,893,000 Local Streets & Roads 38,454,000 BANNING 557,000$ BEAUMONT - CALIMESA 160,000 CANYON LAKE 178,000 CORONA 3,927,000 EASTVALE 1,210,000 HEMET 1,717,000 JURUPA VALLEY 1,918,000 LAKE ELSINORE 1,233,000 MENIFEE 1,564,000 MORENO VALLEY 3,790,000 MURRIETA 2,228,000 NORCO 625,000 PERRIS 1,480,000 RIVERSIDE 7,171,000 SAN JACINTO 816,000 TEMECULA 2,901,000 WILDOMAR 598,000 RIVERSIDE COUNTY 5,559,000 RCTC Regional Arterial 825,000 Bond Financing 10,704,000 Economic Development Projects 1,586,000 SUBTOTAL-Western County 133,203,000 Coachella Valley Highways & Regional Arterials 19,685,000 Local Street & Roads 13,779,000 CATHEDRAL CITY 1,443,000$ COACHELLA 627,000 DESERT HOT SPRINGS 483,000 INDIAN WELLS 273,000 INDIO 1,852,000 LA QUINTA 1,505,000 PALM DESERT 2,729,000 PALM SPRINGS 2,054,000 RANCHO MIRAGE 890,000 RIVERSIDE COUNTY 1,924,000 Specialized & Public Transit 5,905,000 SUBTOTAL-Coachella Valley 39,369,000 Palo Verde Valley Local Street & Roads 1,178,000 BLYTHE 942,000$ RIVERSIDE COUNTY 236,000 SUBTOTAL-Palo Verde Valley 1,178,000 TOTAL 173,750,000$ Note: Estimate for Planning Purposes, subject to change and rounding differences. RIVERSIDE COUNTY TRANSPORTATION COMMISSION MEASURE A PROGRAM ALLOCATION (PROJECTION) FY 2016/17 54 ATTACHMENT 1 N:\LTF\2016-2017 Apportionments.xlsx 12/22/201510:17 AM Estimated Carryover (Unapportioned)-$ Est. Receipts 86,500,000 TOTAL 86,500,000 Less: County Auditor-Controller Administration 12,000 Less: RCTC Administration 1,000,000 Less: RCTC Planning (3% of revenues)2,595,000 Less: SCAG Planning (3/4 of 1% of revenues)648,750 BALANCE 82,244,250 Less: SB 821 (2% of balance)1,644,885 BALANCE AVAILABLE BEFORE RESERVES 80,599,365 Less: 10% Transit Reserves 8,059,937 BALANCE AVAILABLE FOR APPORTIONMENT 72,539,428$ APPORTIONMENT Population FY 2015/16 Population % of Total Apportionment Western:1,835,439 79.51%57,676,012$ Rail 22%12,688,723 Transit 78%44,987,289 Coachella Valley 448,413 19.42%14,090,747 Palo Verde Valley 24,589 1.07%772,670 2,308,441 100.00%72,539,428$ ALLOCATION OF TRANSIT RESERVES (in accordance with Reserve Policy adopted January 12, 2005): Western: Rail 1,409,858$ Transit: RTA 4,160,649$ Banning 155,445 Beaumont 211,233 Corona 190,785 Riverside 280,476 Subtotal Transit 4,998,588$ 4,998,588 Subtotal Western 6,408,446 Coachella Valley 1,565,639 Palo Verde Valley 85,852 Total Reserves 8,059,937$ NOTES: Estimate for Planning Purposes, subject to change and rounding differences Population Source: California Department of Finance, Demographic Research Unit as of January 1, 2015 Allocation of Reserves: FY 2014/15 SRTP Funding Allocations Approved 7/9/14 RIVERSIDE COUNTY LOCAL TRANSPORTATION FUND FY 2016/17 APPORTIONMENT (Original) 55 ATTACHMENT 2 Sales Tax Revenue Forecast December Sales Tax Revenue Forecast 2015 56 ATTACHMENT 3 Sales Tax Revenue Forecast This publication was prepared for: Riverside County Transportation Commission (RCTC) This publication was prepared by: Beacon Economics Christopher Thornberg Jordan Levine Founding Partner Economist and Director of Economic Research 5777 West Century Boulevard, Suite 895 5777 West Century Boulevard, Suite 895 Los Angeles, California 90045 Los Angeles, California 90045 310.571.3399 424.646.4652 Chris@BeaconEcon.com Jordan@BeaconEcon.com Eric Meux Senior Research Associate Eric@BeaconEcon.com For further information about this publication please contact: Victoria Pike Bond Rick Smith Director of Communications Director of Business Development Beacon Economics, LLC Beacon Economics, LLC 415.457.6030 858.997.1834 Victoria@BeaconEcon.com Rick@BeaconEcon.com Or visit our website at www.BeaconEcon.com. Reproduction of this document or any portion therein is prohibited without the expressed written permission of Beacon Economics. Copy- right ©2015 by Beacon Economics LLC. 57 
 Contents Report Overview 1 National and State Economies 2 RCTC Sales Tax Forecast 3 Summary 4 58 RCTC Revenue Forecast Beacon Economics Report Overview Beacon Economics, LLC has undertaken a forecast of sales tax revenues for the Riverside County Transportation Commission (RCTC) out to the 2038—39 fiscal year. The forecast presented here uses standard time-series econo- metric techniques based on historical correlations and forecasts of future economic trends.Beacon Economics’ method of forecasting follows a layered approach: National policy changes and external shocks are built into a U. S. model with a variety of economic indicators including GDP, production, demographics, interest rates, government spending, taxes, savings, income growth and real estate.Beacon Economics then crafts a California model that in- corporates macro trends at the national level with trends in the statewide economy including employment/labor markets, demographics, real estate, and business activity indicators. Taking into account these state and national factors,Beacon Economics sets up a regional model for Riverside County using macro trends to create a local forecast that delivers a broad outlook for the region including: Employment by industry Unemployment rate Consumer spending and income trends Population and components of change Residential and nonresidential real estate and construction. Theregionalassessmenthighlightsthemajordriversatthenationallevel,continueswithdevelopmentsintheState of California, and zooms in on the economy of Riverside County to provide a forecast of RCTC’s sales tax revenues extending out to fiscal year 2038—39. Riverside County Transportation Commission Revenue Forecast Revenue Stream Actual Forecast FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 Nominal Taxable Sales 32,590,313,100 34,245,118,481 36,524,070,806 39,454,388,985 42,476,230,850 45,423,827,150 48,472,929,740 Growth(%)5.1 5.1 6.7 8.0 7.7 6.9 6.7 Measure A Tax 162,181,889 171,225,592 182,620,354 197,271,945 212,381,154 227,119,136 242,364,649 Growth(%)4.5 5.6 6.7 8.0 7.7 6.9 6.7 LTF Tax 80,925,193 85,612,796 91,310,177 98,635,972 106,190,577 113,559,568 121,182,324 Growth(%)6.0 5.8 6.7 8.0 7.7 6.9 6.7 Real Taxable Sales 24,221,219,696 25,324,168,464 26,391,613,748 27,786,460,027 29,237,806,423 30,534,878,391 31,799,660,979 Growth(%)4.3 4.6 4.2 5.3 5.2 4.4 4.1 Measure A Tax 120,544,563 126,585,854 131,958,070 138,932,300 146,189,032 152,674,393 158,998,305 Growth(%)3.8 5.0 4.2 5.3 5.2 4.4 4.1 LTF Tax 60,148,413 63,295,748 65,979,034 69,466,150 73,094,515 76,337,195 79,499,152 Growth(%)3.6 5.2 4.2 5.3 5.2 4.4 4.1 Source:Forecast by Beacon Economics 1 59 RCTC Revenue Forecast Beacon Economics National and State Economies The future direction of the Riverside County economy is heavily dependent on what happens with the national and state economies. In the most recent edition of Beaconomics (free of charge at www.BeaconEcon.com),Beacon Eco- nomics provides an in-depth analysis of current national and state economic trends. Below is a brief summary of what Beacon Economics sees happening in the U.S. and California economies. United States Economy U.S.economic growth in the third quarter of 2015 came in softer than the prior quarter, putting year-to-date growth at 2.6% compared to the first three quarters of 2014. The Bureau of Economic Analysis estimates the nation’s gross domestic product grew by 2.1% in the third quarter of 2015, down from 3.9% annualized growth during the previous quarter. Consumers across the country continue to ramp up spending and remain a strong factor in the economy. Per- sonal consumption expenditures in the third quarter of 2015 grew at an annualized rate of 3.2%, down from 3.6% in the second quarter, but still above the 1.8% in the first quarter. A closer look at the numbers reveals an economy that remains on sure footing. Due to a buildup in invento- ries during the second quarter, business did not need to restock in the third quarter, which acted as a drag on overall growth. Excluding the change in inventories, GDP would have grown by close to 3%. The slowdown in China and the overall global economy has been at the forefront of new headlines lately. Yet for all the noise international data has made in the headlines, the US economy has yet to feel the brunt of it. Netexportsofgoodsandserviceswereessentiallyflatduringthethirdquarter,detractingjust0.03percentage points from the headline number. Beacon Economics doesn’t see any near-term risk of a recession in the data, despite choppiness in economic growth. The current forecast has the nation’s economy growing at just over 2.5 California Economy While trouble has plagued the international economy in recent months, domestic economic activity continues to move forward, especially in California. Over the past year, the Golden State has remained one of the bright spots in the national economy. October 2015markedthe44thconsecutivemonththatCaliforniahasoutpacedtheU.S.overallintermsofnon- farm job growth. With a 3.0% expansion through the first ten months of 2015, California is growing half-again as fast as the nation. Not only has California been generating a significant quantity of new jobs, but the quality of those jobs has been improving as well. Professional, Scientific, and Technical Services sector jobs, which generally offers above-average wages, have been the largest contributor over the past year, accounting for 74,700 (16.1%) of the 463,000 nonfarm jobs created during the past 12 months (period ending in October 2015). Despite the uptick in the economy, past editions of Beaconomics highlighted the absence of a resurgence in home sales amidst a backdrop of rising home prices, new construction activity, and gradually improving la- bor markets. However, 2015 has seen the trend in home sales change from a disappointing one to one where transactions are once again on the rise. 2 60 RCTC Revenue Forecast Beacon Economics Recent troubles in Europe/Greece, and the downgraded outlook for Chinese economic growth, could impact exports at California’s various air and seaports, however these external factors are not expected to greatly impact the state’s economy. Beacon Economics is optimistic about the current trajectory of the state economy. Nonfarm employment is projected to grow more than 2% per year over the next five years, while home sales gain momentum, and job growth will likely occur in both lower and high-skilled industries. RCTC Sales Tax Forecast 6008001,0001,2001,4001,600 Employees (000s)Q1-90 Q1-00 Q1-10 Q1-20 Actual Forecast Source: Forecast by Beacon Economics Nonfarm Employment 468101214%Q1-90 Q1-00 Q1-10 Q1-20 Actual Forecast Source: Forecast by Beacon Economics Unemployment Rate -582 95 2,520 3,120 4,284 4,427 4,865 5,931 8,516 9,424 0 2,0004,0006,0008,00010,000 Other Services Information Education/Health Financial Activities Manufacturing Government Leisure/Hospitality Trade/Logistics Professional/Business NR/Construction Industry Job Creation -1.3 0.9 1.3 7.4 4.7 1.9 3.3 1.8 6.0 12.1 -5 0 5 10 15 Industry Employment Growth Source: California Employment Development Department Steady job creation to boost household balance sheets Inland Empire Labor Market The RCTC’ssalestaxrevenueshave faredquitewellthislastfiscalyear, however growth was not as strong as projected in our prior report. Growth in Measure A and LTF rev- enues during the 2014–15 fiscal year came in at 4.5% and 6.0% re- spectively compared to the prior fiscal year. Our last forecast pro- jected increases of 6.8% and 8.6% respectively for Measure A and LTF revenues, and the lower ac- tual growth was due to lower than expected taxable sales in Riverside County. In our current forecast we are calling for continued positive growth in RCTC’s revenues as tax- able sales in the county are ex- pected to increases by 5.1% during the 2015–16 fiscal year. One factor that continues to fuel optimism is the fact that the Inland Empire labor market continues to add jobs, pointingtoanexpandinglocaleconomy.NonfarmemploymentintheCountystoodat1.34millioninOctoberofthis year, a 3.3% increase compared to the same time last year and faster than the 2.9% increase for the state overall. The bulk of the new jobs added over the last year were in the Construction industry, which is indicative of a steadily expanding local economy as both residential and nonresidential construction have been moving forward in the re- gion. The Construction industry created 9,523 new jobs from October 2014 to October 2015, a 12.4% year-over-year increase that accounted for over 20% of the net jobs gains for total nonfarm employment. TheAdministrativeSupportServicesindustrymadethesecondlargestcontributiontooveralljobgrowth,highlight- ing the expansion of support staff taking place in the Inland Empire. Over the last year this industry added 6,296 new jobs, a 6.9% increase, and represented nearly 15% of net job gains across all nonfarm industries. The Leisure and Hospitality industry also posted strong gains, adding 4,865 new jobs to company payrolls, a 3.3% year-over-year increase. 3 61 RCTC Revenue Forecast Beacon Economics 0 5,000 10,000 15,000 $ MillionQ1-90 Q1-00 Q1-10 Q1-20 Actual Forecast Source: Forecast by Beacon Economics Taxable Sales 2.3 7.2 2.6 -16.0 2.7 -7.4 10.1 11.4 -15 -10 -5 0 5 10 Total Restaurants and Hotels General Consumer Goods Fuel and Service Stations Food and Drugs Business and Industry Building and Construction Autos and Transportation Source: HdL Companies Taxable Receipts Growth 20 40 60 80 100 120 $ BillionQ1-90 Q1-00 Q1-10 Q1-20 Actual Forecast Source: Forecast by Beacon Economics Personal Income 1,000,000 1,500,000 2,000,000 2,500,000 3,000,000 Q1-90 Q1-00 Q1-10 Q1-20 Actual Forecast Source: Forecast by Beacon Economics Population Population and job growth lead to higher income and spending Riverside County Spending and IncomeOuroutlook for the region’s la- bor market remains positive and weexpectnonfarmemploymentto continue to grow above the histor- ical average for the immediate fu- ture. Our current projections call for nonfarm employment to reach 1.5 million by the end of 2018. In similar fashion, we expect the un- employment rate in the region, at 6.3% as of October, to fall below 6% by the end of 2016. With the local economy moving forward and local firms continu- ing to add employees to their pay- rolls,incomeandspendingforcon- sumers and businesses will main- tainanupwardtrajectory.Thiswill in turn support growth in RCTC’s sales tax revenues that benefit from increased economic activity and consumer and business spending. The current spending trends support this view and nothing on the immediate horizon is expected to negatively im- pact the local economy. During 2014–15 fiscal year taxable sales in Riverside County were 5.0% higher compared to the prior fiscal year. Taxable receipts data from the HdL Companies show the gains from the second quarter of 2014 to the second quarter of 2015 have been concentrated in Autos and Transportation (+11.5%) as well as Building and Construction (+9.9%). Fuel and Service Station spending, which was down 15.9% year-over-year, were the largest drag on overall spending growth as the price of oil continues to trend lower and has not fully stabilized. Lower fuel prices are expected to contribute to growth in the near term, however, as households become accustomed to lower fuel prices and begin to spend their savings at the pump. Summary Overall,Beacon Economics’ current outlook for the Riverside County economy remains quite positive as all of the major economic indicators are trending in the right direction, which bodes well for RCTC sales tax revenues. Overall economic activity and steady gains in the region’s labor market will boost business and household balance sheets in the near term, fueling higher spending levels in the years to come. As payrolls increase, incomes rise, and popu- lation growth continues, we expect RCTC’s sales tax revenues to maintain an upward trajectory. Add it all up, and the prospects for RCTC’s finances in the future is quite bright, and there is nothing in the near term that currently points toward a reversal of these trends. 4 62 RCTC Revenue Forecast Beacon Economics 0 200 400 600 800 Sales Tax Revenue ($ Million)2000 2010 2020 2030 2040 Actual Forecast Source: Forecast by Beacon Economics Fiscal Year 1998-99 to 2038-39 Measure A Sales Tax Revenues 0 100 200 300 400 Sales Tax Revenue ($ Million)2000 2010 2020 2030 2040 Actual Forecast Source: Forecast by Beacon Economics Fiscal Year 1998-99 to 2038-39 LTF Sales Tax Revenues 5 63 RCTC Revenue Forecast Beacon Economics About Beacon Economics Beacon Economics, LLC is a leading provider of economic research, forecasting, industry analysis, and data services. Bydeliveringindependent,rigorousanalysiswegiveourclientstheknowledgetheyneedtomaketherightstrategic decisions about investment, growth, revenue, and policy. Learn more at www.BeaconEcon.com. Services Contacts Economic,revenue and occupa- tional forecasting Economic impact analysis Regional economic analysis Economic policy analysis Real estate market analysis Industry and market analysis EB-5 Economic analysis Public Speaking Expert Testimony Sherif Hanna Managing Partner (424) 646-4656 Sherif@BeaconEcon.com Victoria Pike Bond Director of Communications (415) 457-6030 Victoria@BeaconEcon.com Rick Smith Director of Business De- velopment (858) 997-1834 Rick@BeaconEcon.com 6 64 AGENDA ITEM 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 13, 2016 TO: Riverside County Transportation Commission FROM: Lisa DaSilva, Toll Project Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Design-Build Cooperative Agreement with Caltrans for the Interstate 15 Express Lanes Project STAFF RECOMMENDATION: This item is for the Commission to: 1)Approve Agreement No. 16-31-038-00 with Caltrans for enhanced oversight and construction inspection services for the Interstate 15 Express Lanes project in the amount of $13,081,496, plus a contingency amount of $1,918,504, for a total amount not to exceed $15 million; 2)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission; and 3)Authorize the Executive Director or designee to approve the use of the contingency amount as may be required for the project. BACKGROUND INFORMATION: Since May 2014, staff has been working closely with Caltrans to develop a design-build (DB) cooperative agreement. This agreement allows the Commission to make improvements to I-15 and assigns responsibilities between Caltrans and the Commission during the design and construction of the project. Since this project will be delivered using the design-build authority provided by AB 401, this agreement establishes the level of effort for Caltrans enhanced oversight and construction inspection to be paid by the Commission. These Caltrans services will be paid primarily with federal grant funds including Surface Transportation Program (STP) or Congestion Mitigation and Air Quality (CMAQ) funds. The costs associated with this cooperative agreement cover the cost of Caltrans’ personnel. Staff negotiated a fair price for Caltrans services of $13,081,496, which includes approximately $5.7 million in enhanced oversight services, $6.6 million in construction inspection services, and $750,000 in Caltrans-controlled contingency. Enhanced oversight refers to Caltrans staff or its consultants, over and above normally provided oversight, who are dedicated to the project delivery the Commission will fund. These services include dedicated Caltrans project management and its staff, the development of the technical provisions included in the DB contract along with the design and approval of the approved for construction design. The Agenda Item 10 65 Agenda Item 10  contract along with the design and approval of the approved for construction design.  The  construction inspection services cover the construction inspection services as defined in  AB 401.  A contingency amount of $750,000 is included in the base Caltrans agreement enabling  Caltrans to quickly adjust to changes in the level of services during the initial years of the  contract.     Under the terms of the agreement, in September of each year starting in 2016, staff from the  Commission and Caltrans will review the Caltrans proposed staffing plan for the upcoming fiscal  year and adjust resources and funds accordingly to meet project needs.  If the changes in the  resource levels are due to project scope changes, the Commission will release contingency to  cover the expenditures. Contingency will also be used to pay for future Caltrans’ compensation  increases to employees above estimates.   The contingency will also cover delivery risks such as  delays in the project including financial close due to funding issues, opening of the 91 Project,  or obtaining the environmental permits.    A separate toll facilities agreement is under development that will assign the responsibilities of  Caltrans and the Commission during the operations and maintenance phase. This agreement  will be brought to the Commission in the future for its consideration.       Project Description    The I‐15 Express Lanes project is part of the Commission’s 10‐Year Western Riverside County  Highway Delivery Plan and will improve I‐15 in northern Riverside County.  The project includes  the construction of one to two tolled express lanes in each direction between the I‐15/Cajalco  Road interchange in the city of Corona and the I‐15/State Route 60 interchange just south of  the Riverside/San Bernardino County line – approximately 14.6 miles.  The tolled express lanes  will be constructed in the existing I‐15 median and are planned to open in 2020.  Proposed  roadway improvements are anticipated to be constructed within the existing Caltrans right of  way with the majority of the improvements occurring within the existing I‐I5 median.  The  Commission will operate and maintain the tolled express lanes after opening.  66 Agenda Item 10  Project Schedule    Begin Toll System Integration and Operations (SI/Operations) Procurement Dec. 10, 2015  Begin Design‐Build Procurement       Winter 2016  Obtain Environmental Clearances       Spring 2016  Award SI/Operations Contract       Fall 2016  Award DB Contract         2017  Financial Close          2017  Start of Construction         2018  Open to Traffic          2020    Staff recommends the Commission approve this cooperative agreement with Caltrans in the  amount of $13,081,496, plus a contingency amount of $1,918,504 for a total amount not to  exceed $15 million.      Further, staff recommends the Commission authorize the Chair or Executive Director, pursuant  to legal counsel review, to execute the agreement on behalf of the Commission and authorize  the Executive Director or designee to release contingency and approve future non‐funding  amendments to this agreement.    Financial Information  In Fiscal Year Budget: Yes  N/A Year: FY 2015/16    FY 2016/17+ Amount:     $750,000  $14,250,000  Source of Funds: STP,CMAQ,  2009 Measure A Western County Highway  Budget Adjustment: No  N/A  GLA No.: 003027 81602 00009 0000 262 31 81602  Fiscal Procedures Approved: Date: 12/16/2015    Attachment:  Agreement No. 16‐31‐038‐00 with Caltrans (Draft)  67 District Agreement ________ 08-RIV-15-34.7/SBD-15-1.3EA: 0J0800 EA: (BETTERMENTS) District Agreement _______ Project Number 0800000283 COMMISSION Agreement 16-31-038-00 COOPERATIVE AGREEMENT FOR DESIGN-BUILD OF THE INTERSTATE 15 EXPRESS LANES PROJECT This AGREEMENT, entered into effective on , 2015, is between the STATE OF CALIFORNIA, acting by and through its Department of Transportation, referred to herein as “STATE,” and the RIVERSIDE COUNTY TRANSPORTATION COMMISSION, referred to herein as “COMMISSION.” RECITALS 1. STATE and COMMISSION (collectively referred to as “PARTIES” and each singularly referred to as “PARTY”), pursuant to Streets and Highways Code section 114 and 130, are authorized to enter into a Cooperative Agreement for potential improvements to the State Highway System (SHS) within the County of Riverside. 2. STATE is a public agency authorized under sections 90, 91.2, 100.1, 116 and 143 of the Streets and Highways Code; section 14030 of the Government Code as well as section 6820 et. seq. of the Public Contract Code to take steps to relieve congestion on California transportation systems, including the Interstate 15 (I-15) corridor in the County of Riverside, through DESIGN-BUILD delivery. 3. COMMISSION is a public agency authorized under sections 130050, 130058, 130240, et. seq. and 240202 of the Public Utilities Code as well as section 6820, et. seq. of the Public Contract Code to take steps to relieve congestion on California transportation systems, including the I-15 corridor in the County of Riverside through DESIGN-BUILD delivery. 4. The PROJECT to be covered under this AGREEMENT is intended to include the “TOLL FACILITY” and “NON-TOLL PROJECT FACILITIES,” as defined below, and as described and depicted in the attached Exhibit A. STATE and COMMISSION acknowledge that a “no project” alternative will also be studied as part of future environmental review and may, depending on the circumstances, be selected as the preferred alternative. Nothing in this AGREEMENT is intended to commit COMMISSION or STATE to completing the PROJECT, as identified in Exhibit A, or any other improvements shown in Exhibit A. Instead, this AGREEMENT is intended to recite the financial 17336.02101\22825198.1 1 68 District Agreement ________ OBLIGATIONS and other responsibilities of the respective PARTIES in the event that the proposed PROJECT is approved. 5. STATE and COMMISSION agree that should the proposed PROJECT be approved, COMMISSION will procure and administer contract(s) for project management, planning, design, right-of-way, financing, construction management and other related services, guidelines, toll system integration, toll system operations and maintenance, and a DESIGN-BUILD contract. All responsibilities assigned in this AGREEMENT to complete the following PROJECT components will be referred to hereinafter as OBLIGATIONS. 6. Pursuant to Public Contract Code section 6821 (b), the PARTIES desire to enter into this AGREEMENT which sets forth the roles and responsibilities of the PARTIES as they relate to the design and construction of the PROJECT. 7. The PROJECT is included in the class of the DESIGN-BUILD projects identified in Public Contract Code section 6821(b). 8. STATE recognizes that COMMISSION has, prior to the effective date of this AGREEMENT, selected and retained certain consultants to work on the PROJECT. 9. COMMISSION, as part of its role in planning and developing regional transportation facilities and in order to bring about the earliest completion of studies, design, and potential construction of the PROJECT, has determined that the PROJECT, if constructed, will be implemented using a DESIGN-BUILD approach in accordance with section 6820, et seq. of the Public Contracts Code, and COMMISSION, as a county transportation commission established under Section 130050 of the Public Utilities Code, falls within the definition of a “regional transportation agency” authorized to utilize DESIGN-BUILD under section 6820, et. seq. of the Public Contract Code. 10. The DESIGN-BUILD procurement method is anticipated to be a key component of making the PROJECT viable from a financial perspective by providing for schedule acceleration, innovation, risk transfer, cost certainty and other anticipated benefits. STATE and COMMISSION agree that DESIGN-BUILD is the method of procurement to be used for implementation of the PROJECT. 11. STATE and COMMISSION will define the terms and conditions under which PROJECT is to be developed, designed, and constructed consistent with STATE’S technical and legal standards, policies and procedures for implementation of DESIGN-BUILD projects on the SHS, as the same may be modified by the PARTIES, and such standards, and modifications thereto, will be reflected in the CONTRACT DOCUMENTS. 12. STATE and COMMISSION desire to provide efficient and cost-effective implementation of PROJECT, and will mutually establish PROJECT timelines and schedules related to review and/or concurrence with and/or approval of PROJECT submittals and documents by STATE. Such timelines, schedules, submittal requirements and standards for review by STATE will be reflected in the CONTRACT DOCUMENTS. STATE, in carrying out its role under this AGREEMENT, agrees, as further set forth herein, that it will be 17336.02101\22825198.1 2 69 District Agreement ________ required to provide its review, comments, non-concurrence, concurrence and/or approval of PROJECT submittals and documents in a timely manner, in accordance with agreed upon PROJECT timelines and schedules. 13. COMMISSION will, pursuant to the legislative authority cited above, advertise, award, and administer the DESIGN-BUILD contract. STATE shall not be considered to be in privity with the DESIGN-BUILDER and the CONTRACT DOCUMENTS shall reflect the fact that no contractual relationship is to be created between the DESIGN-BUILDER and the STATE. 14. The terms of this AGREEMENT shall supersede any inconsistent terms of any prior Memorandum of Understanding (MOU) or agreement relating to the PROJECT with the exception of the “Value Pricing Pilot Program Agreement” dated July 17, 2009 entered into between the STATE, the COMMISSION, and the Federal Highway Administration, the TOLL FACILITY Agreement for the PROJECT, and any other agreement between or among the COMMISSION and the Federal Highway Administration or the U.S. Department of Transportation. 15. STATE and COMMISSION intend to define herein the terms and conditions under which PROJECT is to be developed, designed, and constructed. This AGREEMENT shall not define the terms and conditions of operations or handback of the facility to the STATE. 16. STATE and COMMISSION agree and understand that, upon completion of the PROJECT, COMMISSION shall, for a period of up to fifty (50) years, maintain and operate the TOLL FACILITY portion of the PROJECT subject to the terms and conditions contained under a separate TOLL FACILITY Agreement to be entered into between the PARTIES. 17. STATE and COMMISSION agree and understand that, upon acceptance of the PROJECT FACILITIES by STATE such facilities shall become part of the SHS and the NON-TOLL PROJECT FACILITIES shall be operated and maintained by STATE, except for those facilities that would be operated and maintained by other agencies. 18. COMMISSION and STATE agree to fund their respective share of the PROJECT costs, as summarized in the attached Exhibit B, and as further set forth herein. 19. The total PROJECT cost estimate, including funding sources and allocations, is shown on the FUNDING SUMMARY attached hereto and made a part of this AGREEMENT. 20. COMMISSION is the only SPONSOR for PROJECT and agrees to fund PROJECT costs, as summarized in the FUNDING SUMMARY, and as further set forth herein. DEFINITIONS For the purposes of this AGREEMENT, the following terms shall have the meanings hereinafter provided: 17336.02101\22825198.1 3 70 District Agreement ________ 21. BETTERMENTS - As used herein, the term “BETTERMENTS” shall mean and refer to any improvements which are not part of the PROJECT scope and which are requested by STATE for inclusion as part of PROJECT, and which are to be paid for solely by STATE. Safety Standards defined as A CHANGE IN LAW shall not constitute a BETTERMENT, unless the cost of such a change is attributable to a BETTERMENT. If mutually agreed to by both PARTIES, COMMISSION agrees that BETTERMENTS will be included in PROJECT as requested by STATE. 22. CHANGE IN LAW – As used herein, the term “CHANGE IN LAW” shall mean (a) the adoption of any Law of the State on or before 60 days prior to the proposal submission deadline; (b) any change in any Law of the State or in the interpretation or application thereof by any governmental entity, excluding FHWA and Caltrans, on or before 60 days prior to the proposal submission deadline; (c) any change in the ADJUSTMENT STANDARDS applicable to a UTILITY ADJUSTMENT on or before 60 days prior to the proposal submission deadline; or (d) changes in Safety Standards that apply to the PROJECT; in each case that is materially inconsistent with the Laws, or interpretations thereof, or ADJUSTMENT STANDARDS, respectively, in effect 60 days prior to the proposal submission deadline. Notwithstanding the foregoing, a CHANGE IN LAW does not include the following: (i) any change in or a new Law of the State passed or adopted but which is not effective 60 days prior to the proposal submission deadline; (ii) any change in the standards that qualifies as a Betterment; (iii) any change in State labor Laws; or (iv) any change in State tax Laws of general application. 23. COMPLETION OF WORK – As used herein, the term “COMPLETION OF WORK,” shall mean that the PARTIES have met all scope, cost, and schedule commitments included in this AGREEMENT and have signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT. 24. CONSTRUCTION INSPECTION SERVICES – As used herein, the term “CONSTRUCTION INSPECTION SERVICES” as specified in Streets and Highways Code section 91.2(a) includes, but is not limited to, material source testing, certification testing, surveying, monitoring of environmental compliance, independent quality control testing and inspection, and quality assurance audits. CONSTRUCTION INSPECTION SERVICES does not include surveying work performed as part of the DESIGN-BUILD contract. 25. CONSTRUCTION WORK ZONE. As used herein, the term “CONSTRUCTION WORK ZONE” shall mean the portion of the PROJECT SHS RIGHT OF WAY in which construction equipment or material is present or temporary traffic control devices, for the purpose of construction, are in place. 26. CONTRACT DOCUMENTS – As used herein, the term “CONTRACT DOCUMENTS” shall mean and refer to the set of contractually binding documents between COMMISSION and its DESIGN-BUILDER, as approved by STATE and Federal Highway Administration (FHWA). 27. CONTRACT INDEPENDENT ASSURANCE TESTING - As used herein, the term 17336.02101\22825198.1 4 71 District Agreement ________ "CONTRACT INDEPENDENT ASSURANCE TESTING" shall mean and refer to the activities that are an unaffiliated, unbiased and independent evaluation of all the sampling and testing procedures used on PROJECT to accept the DESIGN-BUILDER’s work. 28. COOPERATIVE AGREEMENT CLOSURE STATEMENT – As used herein, the term “COOPERATIVE AGREEMENT CLOSURE STATEMENT” shall mean and refer to the document that verifies the completion of all scope, cost, and schedule commitments included in this AGREEMENT. A sample document is attached hereto as Exhibit G. 29. DESIGN-BUILD - As used herein, the term “DESIGN-BUILD” shall mean and refer to a procurement process in which both the final design and construction of a project are procured from a single entity. 30. DESIGN-BUILDER - The preferred proposer (or single purpose entity, if any,) who is chosen by COMMISSION as having the Best Value Proposal and who thereafter executes the contract with COMMISSION to deliver the final design and construction for PROJECT. 31. ENVIRONMENTAL DOCUMENTS – As used herein, the term “ENVIRONMENTAL DOCUMENTS” shall mean and refer to the final, adopted Mitigated Negative Declaration or Finding of No Significant Impact (FONSI) for the PROJECT, any related Mitigation Monitoring and Reporting Program and all supporting environmental documentation. 32. FHWA STANDARDS – As used herein, the term “FHWA STANDARDS” shall mean and refer to FHWA manuals, technical memoranda, standards, guidelines, and modifications to such standards, and which are in effect 60 days prior to the proposal submission deadline. 33. HM-1 – As used herein, the term “HM-1” shall mean and refer to hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not. 34. HM-2 – As used herein, the term “HM-2” shall mean and refer to hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by PROJECT. 35. HM MANAGEMENT ACTIVITIES – Management activities related to either HM-1 or HM-2 including, without limitation, any necessary manifest requirements and disposal facility designations. 36. OWNER VERIFICATION - As used herein, the term “OWNER VERIFICATION” shall mean and refer to work performed by COMMISSION and STATE to verify the Design-Builder’s compliance with the CONTRACT DOCUMENTS. 37. NON-TOLL PROJECT FACILITIES – As used herein, the term “NON-TOLL” or “NON-TOLL PROJECT FACILITIES” shall mean and refer to the Interstate 15 general 17336.02101\22825198.1 5 72 District Agreement ________ purpose lane improvements and any PROJECT related corridor improvements not part of the TOLL FACILITY, as depicted in Exhibit A. 38. OBLIGATIONS – All responsibilities included in this AGREEMENT. 39. PROJECT – As used herein, the term “PROJECT” shall mean and refer to the TOLL FACILITY and NON-TOLL PROJECT FACILITIES, as those terms are defined herein, and as further described and depicted in Exhibit A. 40. PROJECT SHS RIGHT OF WAY – As used herein, the term “PROJECT SHS RIGHT OF WAY” shall mean and refer to the right of way covered under the STATE issued encroachment permits for the PROJECT. 41. QUALITY MANAGEMENT PLAN - As used herein, the “QUALITY MANAGEMENT PLAN” shall mean and refer to the plan prepared by the DESIGN- BUILDER, which is submitted to the COMMISSION for approval, and to STATE for concurrence. The QUALITY MANAGEMENT PLAN shall establish the DESIGN- BUILDER’s procedures for quality control and quality assurance. 42. QUALITY MANAGEMENT PROGRAM - As used herein, the term “QUALITY MANAGEMENT PROGRAM” shall mean and refer to the quality programs developed by the COMMISSION and DESIGN-BUILDER to provide verification of conformance with the CONTRACT DOCUMENTS. 43. REIMBURSED WORK - As used herein, the term “REIMBURSED WORK” shall mean and refer to work to be performed by STATE and reimbursed by COMMISSION, up to the maximum amount as set forth in SECTION I, of this AGREEMENT. REIMBURSED WORK shall, unless otherwise specified in this AGREEMENT, include only that work identified in Exhibit “D”, and is derived from a mutually agreed upon staffing plan updated on a yearly basis. 44. RELIEF OF MAINTENANCE - As used herein, the term “RELIEF OF MAINTENANCE,” shall mean and refer to the point at which STATE will grant the NON-TOLL PROJECT FACILITIES “Maintenance and Protection Relief,” as allowed in the applicable Caltrans Construction Manual existing as of 60 days prior to the proposal submission date, and as may further be set forth in the CONTRACT DOCUMENTS. 45. REQUEST FOR PROPOSALS or RFP - As used herein, the term “REQUEST FOR PROPOSALS” or “RFP” shall mean and refer to the Request for Proposals, and all associated documents, issued by COMMISSION for the procurement of the DESIGN- BUILDER for the PROJECT. 46. REQUEST FOR QUALIFICATIONS or RFQ – As used herein, the term “REQUEST FOR QUALIFICATIONS” or “RFQ” shall mean and refer to the Request for Qualifications, and all associated documents, issued by COMMISSION for the short- listing of the proposers for PROJECT. 17336.02101\22825198.1 6 73 District Agreement ________ 47. SAFETY STANDARD – As used herein, the term “SAFETY STANDARD” shall mean and refer to (i) a standard adopted and published by the FHWA or Caltrans expressly pertaining to endangerment to life or safety on similarly situated STATE transportation facilities; (ii) applied within the same time period to all similarly situated State transportation facilities; (iii) necessary to correct an anticipated or actual imminent and substantial endangerment to life or safety; and (iv) which requires immediate implementation. 48. SCOPE OF WORK - The term “SCOPE OF WORK” shall mean and refer to the document(s) included in the relevant contractor or consultant contract that details the services and work to be performed under such contract. 49. SOURCE INSPECTION - As used herein, the term “SOURCE INSPECTION” shall mean and refer to sampling, testing and/or inspection of manufactured or prefabricated materials at locations other than the jobsite, generally at the manufactured location. 50. STATE FURNISHED MATERIALS or SFM – As used herein, the term “SFM” shall mean and refer to material for the PROJECT or services to be provided by STATE, at COMMISSION’s request, for which COMMISSION will reimburse STATE. The PARTIES expressly agree that Construction Zone Enhanced Enforcement Program (“COZEEP”) services shall be considered SFM. 51. STATE OVERSIGHT – As used herein, the term “STATE OVERSIGHT” shall mean and refer to activities performed by STATE, at STATE’s sole discretion, to assure and verify, as needed, PROJECT implementation by COMMISSION is compliant with applicable standards, laws, regulations, and policies provided for under this AGREEMENT, as the same may be modified by the Contract Documents, and which shall be performed at STATE’s sole cost and expense. It is understood and agreed that STATE OVERSIGHT activities are for the benefit of STATE, as the owner and operator of the State Highway System only, and shall not constitute acceptance, approval or ratification of any work or process. STATE OVERSIGHT does not include any REIMBURSED WORK. 52. STATE ENHANCED OVERSIGHT – As used herein, the term “STATE ENHANCED OVERSIGHT” shall mean and refer to mutually agreed upon additional STATE personnel or consultants, over and above those normally provided for as STATE OVERSIGHT who are solely dedicated to the PROJECT. It is understood and agreed that STATE ENHANCED OVERSIGHT activities are for the benefit of the PROJECT to assure timely response and action for required STATE approvals. STATE ENHANCED OVERSIGHT will be paid by the COMMISSION as part of REIMBURSED WORK, as shown in Exhibit “D”. 53. STATE REPAIR OBLIGATIONS – As used herein, the term “STATE REPAIR OBLIGATIONS” shall mean and refer to obligations of STATE to repair or replace third-party caused damage that occurs within the PROJECT SHS RIGHT OF WAY, but outside of the CONSTRUCTION WORK ZONE. 17336.02101\22825198.1 7 74 District Agreement ________ 54. STATE STANDARDS – As used herein, the term “STATE STANDARDS” shall mean and refer to those STATE documents including, as applicable, the FHWA STANDARDS; the version of the Standard Specifications referenced in the CONTRACT DOCUMENTS ; Standard Plans; the guidance provided in the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http://www.dot.ca.gov/hq/projmgmt/guidance.htm; STATE manuals (including but not limited to the Right of Way Manual, Construction Manual, Highway Design Manual, California Manual on Uniform Transportation Control Devices, etc.); technical memoranda; standards; guidelines; and modifications to such standards that are set forth in or expressly incorporated into the CONTRACT DOCUMENTS, and which are in effect 60 days prior to the proposal submission deadline. 55. TIFIA – As used herein, the term “TIFIA” shall mean and refer to the Transportation Infrastructure Finance and Innovation Act program administered through the Federal Highway Administration, or any future similar or replacement program existing under federal law, which provides credit assistance for qualified projects of regional and national significance. 56. TOLL FACILITY – As used herein, the term “TOLL FACILITY” shall mean and refer to the express lanes and related equipment and facilities that COMMISSION intends to design, construct and maintain on the existing SHS, as shown in Exhibit A. SECTION I COMMISSION AGREES: 57. COMMISSION will procure, advertise, award, and administer the DESIGN-BUILD contract provided that CONTRACT DOCUMENTS will be developed by COMMISSION in compliance with COMMISSION’s regulatory and statutory procurement and contracting authority for DESIGN-BUILD procurements on the SHS. Furthermore, the PARTIES agree STATE shall not be considered to have privity with the DESIGN -BUILDER and the CONTRACT DOCUMENTS shall reflect the fact that no contractual relationship is to be created between the DESIGN-BUILDER and STATE. 58. To carry out the PROJECT with COMMISSION forces, consultants and contractors. If environmentally approved, PROJECT will be implemented in accordance with the ENVIRONMENTAL DOCUMENTS and all applicable federal, State, and local laws and regulations, as well as compliance with the applicable FHWA STANDARDS. 59. To be responsible for one hundred (100%) percent of all PROJECT construction capital (excluding the cost of BETTERMENTS), right-of-way and support costs, and for the cost of REIMBURSED WORK, up to the maximum amount as set forth in the following sentence, and for SFM requested by COMMISSION. COMMISSION shall reimburse STATE the actual cost of REIMBURSED WORK up to the maximum amount shown on Exhibit D (“COMMISSION Maximum REIMBURSED WORK Payment Obligation”). COMMISSION has no obligation to reimburse STATE over the stipulated Maximum 17336.02101\22825198.1 8 75 District Agreement ________ REIMBURSED WORK Payment Obligation amount without written addendum to this AGREEMENT signed by both PARTIES. 60. That the purpose of Exhibit D is to illustrate the estimated STATE personnel to be assigned to REIMBURSED WORK, and that STATE shall manage such personnel and personnel assignments and classifications, including the use of consultants, at STATE’s sole discretion, except as otherwise set forth in paragraph 135, up to the COMMISSION Maximum REIMBURSED WORK Payment Obligation. Except as otherwise provided herein, it is agreed that STATE has no obligation to provide STATE personnel services beyond what is provided for in Exhibit D unless otherwise agreed to by the PARTIES. 61. To fund the total amount as shown on the FUNDING SUMMARY for the PROJECT. 62. That all of the COMMISSION and STATE OBLIGATIONS set forth in this entire AGREEMENT with respect to the construction and/or implementation of the PROJECT are expressly contingent upon the completion of all required environmental review under both California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) and the approval of the proposed PROJECT. In the event that the “no project” alternative is selected as a result of the environmental review process, except as otherwise specified in this AGREEMENT, all COMMISSION and STATE OBLIGATIONS under this AGREEMENT shall terminate. STATE shall be compensated for all REIMBURSED WORK performed for PROJECT as of the effective date of this AGREEMENT. COMMISSION may perform DESIGN-BUILD procurement work, and STATE approved early right-of-way acquisition, at COMMISSION’s sole risk and cost prior to completion of review under CEQA and NEPA and approval of the proposed PROJECT. 63. As ratified by adoption of Streets and Highways Code section 149.8, and California Public Contract Code section 6820, et. seq., to utilize the DESIGN-BUILD method of procurement for implementation of PROJECT. To carry out PROJECT with COMMISSION forces, consultants, and contractors. PROJECT is to be defined and implemented in accordance with the ENVIRONMENTAL DOCUMENTS, and all applicable federal, State, and local laws, rules, and regulations. COMMISSION will implement PROJECT in accordance with applicable STATE STANDARDS, except as the same may be modified in the approved CONTRACT DOCUMENTS. COMMISSION will coordinate with STATE during development of the CONTRACT DOCUMENTS, and STATE shall be afforded the opportunity to review, comment and, approve the CONTRACT DOCUMENTS in accordance with the terms of this AGREEMENT. 64. COMMISSION agrees that PROJECT scope adjustments must be developed cooperatively with and approved by STATE as the owner/operator of the SHS. The PARTIES agree that changes to design details or material type selections, for example, do not constitute PROJECT scope adjustments as used in this paragraph. 65. COMMISSION will provide the REQUEST FOR QUALIFICATIONS to STATE for STATE’s timely review and concurrence, and the REQUEST FOR PROPOSAL for 17336.02101\22825198.1 9 76 District Agreement ________ PROJECT to STATE for STATE’s timely review and approval prior to issuance by COMMISSION, and as further specified in Section II 66. That, as of the date first specified above, STATE will participate in the selection of COMMISSION’s consultants and contractors who will implement the PROJECT. COMMISSION has, prior to the effective date of this AGREEMENT, selected and retained certain consultants to work on PROJECT. COMMISSION agrees at the request of STATE to consider discontinuing the services of any personnel considered by STATE to be unqualified based on credentials, professional expertise, or failure to perform in accordance with SCOPE OF WORK and/or other pertinent criteria. 67. As the ultimate owner of the facility, STATE will be named as the intended third party beneficiary in the CONTRACT DOCUMENTS. The CONTRACT DOCUMENTS will include a provision granting STATE, in addition to COMMISSION, the right to pursue all legal remedies against the DESIGN-BUILDER for any “latent deficiency” pursuant to California Code of Civil Procedure section 337.15 (b), and shall amend any contrary provision contained in the STATE STANDARDS. 68. To require the DESIGN-BUILDER to maintain professional liability insurance through completion of construction of PROJECT and the resolution of all construction contract claims and/or litigation, with a limit of liability as set forth in the CONTRACT DOCUMENTS. If Owner Control Insurance Program (OCIP) is proposed, to have an OCIP Feasibility Study, prepared to commercially accepted insurance standards, for approval by STATE. DESIGN-BUILDER shall maintain in force, until completion and acceptance of all phase or elements of the DESIGN-BUILD contract for PROJECT, a policy of Contractual Liability Insurance, including coverage for Bodily Injury Liability and Property Damage Liability, with coverage that at a minimum meets the requirements set forth in the CONTRACT DOCUMENTS. Such policy shall contain an endorsement naming the State of California, its officers, agents, and employees as additional first-party insureds. Coverage shall be evidenced by a Certificate of Insurance, Policy of Insurance and a Declarations Page in a form satisfactory to STATE, all of which shall be delivered to STATE before the issuance of an encroachment permit to COMMISSION’s DESIGN- BUILDER or any other consultant or agent of COMMISSION. 69. To obtain and maintain business automobile liability coverage for all vehicles provided by or on behalf of COMMISSION for use by the STATE. Each policy must cover claims for accidental death, bodily injury and property damage liability arising from the ownership, maintenance or use of all owned, non-owned and hired vehicles connected with performance of the Work, including loading and unloading. Such policies must include as an insured anyone liable for the conduct of an insured as defined in the policy, or add STATE as an additional insured. COMMISSION’s automobile liability coverage must have a combined single limit per policy period of not less than $1,000,000 per accident. No such policy may contain a self-insured retention exceeding $50,000 per accident. The coverage required pursuant to this paragraph shall be maintained at all times during which vehicles are provided to the STATE as set forth herein. 17336.02101\22825198.1 10 77 District Agreement ________ 70. To be responsible for the preparation and implementation of the Mitigation and Monitoring Plan to be approved by STATE as part of the ENVIRONMENTAL DOCUMENTS and environmental permit, agreement, or approval process. COMMISSION, its consultant or DESIGN-BUILDER shall submit progress reports, per STATE and FHWA guidelines, to STATE for review and approval. As set forth in the ENVIRONMENTAL DOCUMENTS, and although STATE is the lead agency with respect to the ENVIRONMENTAL DOCUMENTS, COMMISSION agrees and warrants it shall comply, or cause its DESIGN-BUILDER to comply, with all PROJECT mitigation measures, including the terms and conditions of the ENVIRONMENTAL DOCUMENTS and any required environmental permits, agreements and approvals as those terms and conditions apply to STATE’s and COMMISSION’s responsibilities as set forth in this AGREEMENT and shall provide and certify a Mitigation Monitoring Report and Certificate of Environmental Compliance at the completion of the PROJECT. 71. If required by FHWA, to prepare and submit FHWA “Major Project Deliverables.” The Major Project Deliverables, if required, shall be prepared in accordance with FHWA guidelines. 72. To retain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred by COMMISSION, including support data for cost proposals (to the extent received from contractors), and make such materials available at the respective offices of COMMISSION and its consultants and contractors at all reasonable times during the contract period and for three years from the date of COMPLETION OF WORK or Federal Final Voucher, whichever is later. STATE or FHWA shall have access to any books, records, and documents of COMMISSION that are pertinent to this AGREEMENT for audits, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Upon completion of all work under this AGREEMENT, ownership and title to all planning and engineering reports, documents, plans, specifications and estimates, including but not limited to Resident Engineer memos and estimates backups, produced for delivery to STATE as part of PROJECT will automatically be vested in STATE and no further agreement will be necessary to transfer ownership to STATE. 73. To furnish STATE, prior to commencing work on DESIGN-BUILD activities, a proposed time schedule to complete PROJECT. 74. To have the release for construction design documents and drawings of structural, mechanical, electrical, civil, architectural, or other engineering features of PROJECT prepared by or under the direction of engineers or architects registered and licensed accordance with the most current version of the State of California, Professional Engineers Act at the time. Any reports, specifications, and each sheet of plans shall bear the professional seal, certificate number, registration classification, expiration date of certificate, and signature of the professional engineer responsible for their preparation. 75. To not specify any materials or equipment of single or sole source origin in the design of PROJECT unless COMMISSION complies with the requirements set forth in Public Contract Code section 3400(c). 17336.02101\22825198.1 11 78 District Agreement ________ 76. To ensure PROJECT deliverables are subject to approval in accordance with the QUALITY MANAGEMENT PROGRAM. All PROJECT design submittals once deemed complete as defined in the CONTRACT DOCUMENTS shall be provided to STATE for review, comment and approval, as appropriate. All release for construction design documents and drawings are subject to review and approval by STATE, provided that the scope of STATE’s review shall be limited to compliance with the CONTRACT DOCUMENTS. STATE shall complete its review and provide any comments in accordance with the requirements specified in SECTION II, of this AGREEMENT. 77. To notify STATE of any deviation(s) to the PROJECT’s Area of Potential Effects (APE) and/or description of the PROJECT as set forth in the ENVIRONMENTAL DOCUMENTS. Said notification shall occur within two business days of when the deviation(s) has been discovered by COMMISSION or determined to be necessary, whichever occurs first in time. 78. To obtain approval of contract change orders (CCOs), to be issued under the CONTRACT DOCUMENTS, from STATE and FHWA for federally eligible construction costs when the CCO exceeds $200,000, and for all major changes as defined in the STATE STANDARDS, prior to implementing the CCO, except as the same may be modified in the CONTRACT DOCUMENTS, or as otherwise approved by STATE. 79. To prepare or cause to be prepared any additional environmental documentation, including applications for new, or amendments to, environmental permits, agreements and approvals that are needed to maintain PROJECT environmental compliance and to submit said documentation to STATE for review, comment and, if appropriate, approval. Further, if changes to PROJECT warrant preparation of supplemental or subsequent ENVIRONMENTAL DOCUMENTS, COMMISSION will prepare or cause to be prepared the supplemental or subsequent ENVIRONMENTAL DOCUMENTS and STATE as CEQA and NEPA lead agency will review and, if appropriate certify and/or approve the supplemental or subsequent ENVIRONMENTAL DOCUMENTS. All noticing and circulation and other procedural responsibilities will be carried out as set forth for the original ENVIRONMENTAL DOCUMENTS. 80. To perform all right-of-way acquisition activities, including the exercise of COMMISSION’s power of eminent domain granted under California Public Utilities Code (CPUC) section 130220.5, including, the right to hear Resolutions of Necessity without STATE’s written approval for PROJECT pursuant to its authority under Section 149.8 of the Streets and Highways Code, if necessary, as a cost to PROJECT. All such acquisition activities shall be in compliance with applicable state and federal laws and regulations, and applicable FHWA STANDARDS and STATE STANDARDS, unless otherwise approved by STATE, subject to STATE OVERSIGHT under this AGREEMENT, to ensure that the acquired properties are acceptable for incorporation into the SHS right-of-way. 81. To transfer title to properties to be incorporated into STATE’s highway right-of-way in a manner acceptable to STATE in fee simple absolute and free and clear of all liens, claims 17336.02101\22825198.1 12 79 District Agreement ________ or encumbrances except as approved by STATE. Acceptance of said title by STATE is subject to a prior review and approval of a Policy of Title Insurance issued in the name of the State of California and in an amount commensurate with the estimated fair market value of the realty. 82. To maintain and manage any excess land acquired as a result of PROJECT until said excess land is disposed of by COMMISSION, unless such land was purchased with federal funds, in which case applicable federal rules shall govern the vesting and/or disposition of such property. Any existing STATE owned right-of-way not needed for the PROJECT shall not be deemed “excess” by COMMISSION and shall remain vested in STATE, unless otherwise agreed by the STATE. 83. To provide a land surveyor licensed in the State of California to be responsible for surveying and right-of-way engineering. All survey and right-of-way engineering documents shall bear the professional seal, certification number, registration classification, expiration date of certificate, and signature of the responsible surveyor consistent with the Professional Land Surveyors Act. 84. To be responsible for performing, within SHS right-of-way, all pre-construction monumentation perpetuation and perform all post-construction monumentation and the mapping/documentation thereof in conformance with applicable STATE STANDARDS, except where modified in the CONTRACT DOCUMENTS. This work includes, but is not limited to: • the recovery, reestablishment, and survey of points which control existing SHS right-of-way lines, or other pertinent boundary lines and centerlines, and the monumentation thereof; • the survey and establishment of existing SHS right-of-way lines and monumentation thereof for areas where the PROJECT improvements are outside or directly adjacent to the existing right of way; • the preservation of existing monumentation threatened by construction; • the survey, establishment and monumentation of new SHS right-of-way lines and re-monumentation of points destroyed by construction because of PROJECT. 85. To identify and locate all high and low risk underground facilities within the area of PROJECT and to protect or otherwise provide for such facilities, all in accordance with applicable law and the procedures set forth in STATE’s policy on high and low risk underground facilities. 86. If existing public and/or private utilities conflict with construction of PROJECT, COMMISSION shall make all necessary arrangements with the owners of such facilities for their protection, relocation, or removal and shall inspect the protection, relocation, or removal of such facilities at no cost to STATE. COMMISSION shall require any utility owner performing the protection or relocation work within SHS right-of-way to obtain an 17336.02101\22825198.1 13 80 District Agreement ________ encroachment permit from STATE prior to the performance of said work. Any relocated or new utilities shall be shown and identified on the As-Built plans. 87. To comply with the requirements of existing STATE Utility Master Agreements of record. 88. To furnish evidence to STATE, in a form reasonably acceptable to STATE, that arrangements have been made for the protection, relocation, or removal of all conflicting facilities within SHS right-of-way and that such work will be either completed by the utility providers, or will be provided for in the CONTRACT DOCUMENTS. 89. To be responsible for the investigation of potential hazardous material sites within and outside of the existing SHS right-of-way that would impact PROJECT as part of COMMISSION responsibility for the PROJECT Environmental Document. If COMMISSION encounters hazardous material contamination or unanticipated protected cultural materials within the existing and proposed SHS right-of-way during said investigation or in the course of construction, COMMISSION shall immediately notify STATE and responsible control agencies of such discovery. 90. To procure, advertise, award, and administer the DESIGN-BUILD contract for PROJECT provided that CONTRACT DOCUMENTS will be developed by COMMISSION in compliance with COMMISSION’s regulatory and statutory procurement and contracting authority for DESIGN-BUILD procurements on SHS, including Public Contract Code Section 6820, et. seq. If the work performed on PROJECT is done under contract and falls within the Labor Code section 1720(a)(1) definition of “public work” in that it is construction, alteration, demolition, installation, or repair; or maintenance work under Labor Code section 1771, COMMISSION must conform to the provisions of Labor Code sections 1720 through 1815, and all applicable provisions of California Code of Regulations found in Title 8, Chapter 8, Subchapter 3, Articles 1-7. COMMISSION agrees to include prevailing wage requirements in its contracts for public work. Work performed by COMMISSION’s own forces is exempt from the Labor Code’s Prevailing Wage requirements. COMMISSION shall require its contractors to include prevailing wage requirements in accordance with the CONTRACT DOCUMENTS in all subcontracts funded by this AGREEMENT when the work to be performed by the subcontractor is a “public work” as defined in Labor Code section 1720(a)(1) and Labor Code section 1771. Subcontracts shall include all applicable prevailing wage requirements. COMMISSION shall obtain applicable wage rates from the State Department of Industrial Relations. 91. To utilize a qualified STATE-approved public agency or consultant in all right-of-way activities. Right-of-way consultant contracts will be administered by a qualified right-of- way professional. 92. To apply for and obtain encroachment permits for required work within SHS right-of- way in accordance with STATE standard permit procedures. Contractors and/or agents will not perform work within SHS right-of-way without an encroachment permit issued 17336.02101\22825198.1 14 81 District Agreement ________ in their name. To obtain all other permits and approvals, including local agency and regulatory agency permits and approval documentation for construction of PROJECT. In the event that railroads are involved, COMMISSION will coordinate with the railroad and the California Public Utilities Commission to obtain needed approvals. Copies of all permits obtained for PROJECT shall be submitted to STATE. The Quality Management Plan to be prepared by the DESIGN-BUILDER is to be submitted to STATE for review and approval prior to issuance of encroachment permits for construction, in accordance with the CONTRACT DOCUMENTS. 93. That in recognition that PROJECT construction work done on STATE property will not be directly funded and paid by STATE, for the purpose of protecting stop notice claimants and the interests of STATE relative to the successful completion of PROJECT, COMMISSION shall require the DESIGN-BUILDER to furnish both a payment and performance bond, issued by a California admitted surety naming COMMISSION as obligee with both bonds complying with the requirements of applicable laws and in the form provided in the CONTRACT DOCUMENTS, or other security approved in writing by STATE. COMMISSION shall defend, indemnify, and hold harmless STATE and all its officers and employees from all claims by stop notice claimants related to the construction of PROJECT under the payment bond or otherwise. 94. That all survey work shall conform to the methods, procedures, and requirements of Caltrans Surveys Manual and Caltrans Staking Information Booklet, except as the same may be modified in the CONTRACT DOCUMENTS. COMMISSION agrees to use primary horizontal and vertical survey control information provided by STATE in developing the survey control for PROJECT. 95. Material testing and quality control shall conform to those provisions of applicable STATE STANDARDS, except as the same may be modified in the CONTRACT DOCUMENTS, and shall be performed by a material-tester certified by STATE in accordance with its standard certification procedures. 96. To submit for STATE approval, a draft Transportation Management Plan (TMP) for PROJECT, which shall comply with the STATE TMP guidelines. Final TMP will be prepared by the DESIGN-BUILDER during PROJECT design. COMMISSION shall provide the final TMP to STATE for review and approval in accordance with the CONTRACT DOCUMENTS and PROJECT timelines and schedules. 97. To furnish, at PROJECT expense and subject to the approval of STATE, PROJECT Representatives who are licensed Civil Engineers in the State of California, to perform the functions of a Resident Engineer and a Structural Engineer. The Resident Engineer and the Structural Engineer shall not be employees or agents of the DESIGN-BUILDER or any related entity. If the Resident Engineer is not also a registered Landscape Architect, COMMISSION will furnish, at COMMISSION’S expense a registered Landscape Architect to perform work related to architecture treatment and landscaping and to perform the function of an Assistant Resident Engineer/Inspector who is responsible for both daily on-site inspection and final decisions including, but not limited to, any highway planting and the irrigation systems that comprise a portion of the 17336.02101\22825198.1 15 82 District Agreement ________ PROJECT work, consistent with any applicable measures in the environmental commitments record. 98. At PROJECT expense, to furnish qualified support staff to assist the Resident Engineer with contract administration, and other inspection and staff services necessary to assure that construction is being performed in conformance with this AGREEMENT and with the CONTRACT DOCUMENTS. Said qualified support staff engaged in COMMISSION activities shall be independent of the DESIGN-BUILDER and shall not be an employee or agent of any related entity. 99. To provide a Safety Engineer/Manager who will be responsible for auditing the DESIGN -BUILDER for compliance with any PROJECT safety plans, Occupational Safety and Health Administration (OSHA) requirements and STATE, COMMISSION, and local jurisdiction requirements set forth in the CONTRACT DOCUMENTS. 100. Prior to Final Acceptance, as that term is defined in the CONTRACT DOCUMENTS, to furnish STATE with a complete set of pre-approved design plans depicting the proposed construction of the PROJECT; a complete set of “As-Built” plans and all STATE requested contract records, including survey documents, Records of Surveys, and structure As-Built documents according to the CONTRACT DOCUMENTS. The format of these plans, records and documents shall be in both printed and readily readable electronic format, consistent with the format used by STATE as of the date of issuance of the final addendum to the RFP. 101. Subject to paragraphs 178 through 186 of this Agreement, to be responsible for maintenance and repair of the TOLL FACILITY and the NON-TOLL PROJECT FACILITIES located within the designated PROJECT SHS right-of-way upon the issuance by STATE of an encroachment permit to the DESIGN-BUILDER. COMMISSION shall be responsible for such maintenance and repair of the NON-TOLL PROJECT FACILITIES until RELIEF OF MAINTENANCE is granted by STATE of the NON-TOLL PROJECT FACILITIES. Maintenance and repair of PROJECT facilities includes, but is not limited to, compliance with all legally required storm water provisions, landscaping and irrigation, pavement, signs, lighting, barriers, guardrail, graffiti abatement, weed abatement, removing debris, and general housekeeping. Major damage to PROJECT structures and roadway facilities by hazardous spills and causes beyond COMMISSION control, including but not limited to, any incidence of fire, flood, earthquake, or other acts of God will be STATE’s responsibility. 102. To maintain any part of the PROJECT facilities located outside of the current SHS right- of-way until acceptance of any such part of the PROJECT facilities into the SHS by STATE. 103. That if COMMISSION terminates PROJECT prior to completion thereof, STATE may require COMMISSION, at COMMISSION expense, to return the affected SHS right-of- way to its original condition or a condition acceptable for permanent public operations. If COMMISSION fails to do so, STATE reserves the right to finish the NON-TOLL PROJECT FACILITIES or to place the NON-TOLL PROJECT FACILITIES in a 17336.02101\22825198.1 16 83 District Agreement ________ condition satisfactory for permanent public operations. STATE will bill COMMISSION for all actual expenses incurred and COMMISSION agrees to pay said expenses within thirty (30) days of issuance of that invoice or STATE, acting through the State Controller or State Treasurer, may withhold an equal amount from future apportionments due COMMISSION from STIP or any other sources. 104. If unanticipated cultural, archaeological, paleontological, biological, or other protected resources are encountered during construction of PROJECT, COMMISSION shall stop work in that area until a qualified professional evaluates the nature and significance of the find and a plan is approved for the removal or protection of that resource, which plan must be in accordance with applicable law. COMMISSION shall notify STATE within 24 hours of any said discovery. The costs for any removal or protection shall be covered as a PROJECT cost. 105. COMMISSION shall provide STATE personnel dedicated to the PROJECT, acceptable office space, furniture, utilities, vehicles, vehicle costs (including, but not limited to fuel, maintenance, registration, insurance, etc…), laptops, cell-phones, and any other items necessary to perform their work at no expense to STATE for the duration of PROJECT. 106. To notify STATE in writing of the projected date for achievement of Final Acceptance, as that term is defined in the CONTRACT DOCUMENTS. 107. Final Acceptance of PROJECT will include all necessary documentation and approvals from affected local agencies for those segments which will have maintenance and operational control relinquished back to said local agencies. 108. To accept maintenance of the TOLL FACILITY upon PROJECT substantial completion, as that term shall be defined in the CONTRACT DOCUMENTS. COMMISSION will accept control of and operate and maintain, at COMMISSION’s sole cost and expense, the TOLL FACILITY lying within the SHS right-of-way. The terms and conditions for the operation and maintenance of the TOLL FACILITY will be covered in a separate maintenance agreement. 109. COMMISSION shall obtain all required permits for construction of PROJECT from third parties, including but not limited to railroads, the City of Corona and resource agencies. 110. COMMISSION shall ensure that the CONTRACT DOCUMENTS include the provisions of STATE Standard Specification 7-1.03 (2010 ed.), subject to amendments approved by STATE, to ensure that public convenience is maintained by the DESIGN- BUILDER whenever work is performed by or on behalf of COMMISSION under an encroachment permit within the SHS right-of-way. COMMISSION shall enforce such provisions in a reasonable manner pursuant to the procedures set forth in, and terms of, the CONTRACT DOCUMENTS. 111. To submit a written request for any SFM identified in the PROJECT plans and specifications, or as may otherwise be required by COMMISSION, a minimum of one hundred eighty (180) days in advance of the need for such materials or services identified by the PARTIES as SFM. Such notice may be waived at STATE’s discretion on a case 17336.02101\22825198.1 17 84 District Agreement ________ by case basis. As applicable, COMMISSION may take delivery of the SFM after STATE’s receipt of COMMISSION’s payment at the location directed by STATE. SFM shall be considered a PROJECT cost. 112. To pay STATE, within thirty (30) days of receipt of STATE’s billing, the actual cost invoiced for the requested SFM. 113. COMMISSION will, as part of PROJECT, incorporate into the PROJECT scope and REQUEST FOR PROPOSALS, STATE requested BETTERMENTS all as further set forth in Exhibit E. 114. As may be necessary based on the funding source, COMMISSION will submit invoices to STATE for those funding sources identified in the FUNDING SUMMARY. 115. COMMISSION will submit a lump sum invoice to STATE for BETTERMENTS in the amount set forth in Exhibit E upon execution of this AGREEMENT by the PARTIES. 116. To pay STATE, within thirty (30) days of receipt of STATE’s billing, the actual cost invoiced for the REIMBURSED WORK, up to the COMMISSION Maximum REIMBURSED WORK Payment Obligation, as defined in SECTION I, of this AGREEMENT. SECTION II STATE AGREES: 117. That all of COMMISSION and STATE OBLIGATIONS set forth in this entire AGREEMENT with respect to the construction and/or implementation of the PROJECT are expressly contingent upon the completion of all required environmental review under both CEQA and NEPA and the approval of the proposed PROJECT which results from said reviews. In the event that the “no project” alternative is selected and except as otherwise specified in this AGREEMENT, all COMMISSION and STATE OBLIGATIONS under this AGREEMENT shall terminate. 118. To fund up to the amount set forth in Exhibit E for BETTERMENTS. Total STATE contribution towards the PROJECT cost is shown on the FUNDING SUMMARY attached hereto and made a part of this AGREEMENT. 119. To be the agency responsible for timely performing the REIMBURSED WORK for the NOT TO EXCEED amount identified in Exhibit D. STATE shall notify COMMISSION in writing prior to commencing performance of any REIMBURSED WORK for which it feels exceed or is not consistent with the mutually agreed upon staff plan, and shall provide COMMISSION at least ninety (90) days prior written notice that its costs are anticipated to exceed the NOT TO EXCEED amount identified in Exhibit D. Notwithstanding the foregoing, if the PARTIES are unable to reach agreement on an amended NOT TO EXCEED amount for any reason, the PARTIES shall promptly follow the issue resolution process identified in paragraph 208. 17336.02101\22825198.1 18 85 District Agreement ________ 120. To provide additional work and services not included herein as requested in writing by COMMISSION and agreed to in writing by STATE followed by an amendment to Exhibit D. 121. STATE shall timely, in accordance with the schedule agreed upon by the PARTIES, provide its review and concurrence of the REQUEST FOR QUALIFICATION and the review and approval of the REQUEST FOR PROPOSAL for PROJECT prior to issuance by COMMISSION. 122. STATE shall timely, in accordance with the schedule agreed upon by the PARTIES, provide its review and approval of the PROJECT MANAGEMENT PLAN, FINANCE PLAN and COST ESTIMATE REVIEW. 123. STATE shall participate, through the review of procurement documents and involvement in the evaluation process, in the selection of the DESIGN-BUILDER, the project and construction manager, and the toll systems contractor. COMMISSION and STATE shall mutually identify any other PROJECT related contracts that are appropriate for participation by STATE in the evaluation and selection process. Although not required to participate, STATE shall timely notify COMMISSION if STATE desires to participate in any such identified procurements or evaluations. 124. STATE shall provide its concurrence in a timely manner, in accordance with the timeframes set forth in the CONTRACT DOCUMENTS, to COMMISSION for the issuance of a Certificate of Substantial Completion and a Certificate of Final Acceptance for the DESIGN-BUILD contract. 125. STATE shall perform CONSTRUCTION INSPECTION SERVICES for PROJECT using STATE employees or consultants under contract with STATE. 126. As part of its CONSTRUCTION INSPECTION SERVICES responsibilities, STATE shall include a direct reporting relationship between the STATE inspectors and senior STATE engineers responsible for all STATE inspectors and construction inspection services. 127. Notwithstanding any other provision of law, STATE retains the authority to stop the DESIGN -BUILDER’s work wholly or in part and take appropriate action when public safety is jeopardized on PROJECT. STATE’ authority to stop the DESIGN-BUILDER’S work includes but is not limited to work performed under an encroachment permit within the SHS right-of-way, including, but not limited to, work performed that includes lane closures, signing, work performed at night, detours, dust control, temporary pavement quality, crash cushions, temporary railings, pavement transitions, falsework, shoring, and delineation. STATE shall regularly inspect the job sites for safety compliance and any possible deficiencies. If any deficiency is observed, a written notice shall be sent by STATE to COMMISSION for corrective action. Once the deficiency is corrected, a written notice describing the resolution of the deficiency shall be sent to STATE by COMMISSION and documented. 17336.02101\22825198.1 19 86 District Agreement ________ 128. To provide additional REIMBURSED WORK not included herein as requested in writing by the COMMISSION and agreed to by STATE in writing. If such additional REIMBURSED WORK is required, the PARTIES will negotiate and execute an addendum to this AGREEMENT. 129. To provide STATE OVERSIGHT of the PROJECT work performed by COMMISSION, at STATE’s sole cost and expense. 130. To process, review and approve, as appropriate, complete submittals by COMMISSION. Incomplete submittals shall be promptly returned without review but with explanation as to what is required to render such submittals “complete.” STATE shall cooperate with COMMISSION and its consultants and contractors (including, without limitation, the DESIGN-BUILD DESIGN-BUILDER) with development of PROJECT and shall provide comments, reviews and if appropriate, approvals within the time frames and in accordance with the standards of review specified in the CONTRACT DOCUMENTS and as agreed to in the quality assurance procedures contained in the QUALITY MANAGEMENT PROGRAM. COMMISSION shall not be required to implement comments not timely submitted by STATE. Nothing in this paragraph precludes the reasonable exercise of the professional discretion by STATE with respect to review and approvals in accordance with the terms of the CONTRACT DOCUMENTS, including the potential to refuse requested approvals under the terms of the CONTRACT DOCUMENTS, provided that the scope of STATE’s review shall be limited to compliance with the CONTRACT DOCUMENTS. STATE agrees to provide reviews of and any comments to each submittal at the time the submittal is provided to STATE in order to avoid compiling all comments to the final review of a submittal. 131. To refer COMMISSION to all necessary regulations, policies, procedures, manuals, standard plans and specifications, and other standards required for the administration of PROJECT. 132. To make a determination of need for a NEPA/CEQA revalidation/reevaluation within 30 calendar days of receiving the proper documentation from COMMISSION. The STATE determination of need shall include, but not be limited to, the following information: 1) If Work in the area of the PROJECT can continue, 2) the type of future documentation required, and 3) if re-evaluation is required, an estimate of time to process the re- evaluation based upon the documentation provided by COMMISSION. 133. That STATE will participate in the selection and approval of COMMISSION’s consultants and contractors who will perform PROJECT. STATE recognizes that COMMISSION has, prior to the effective date of this AGREEMENT, selected and retained certain consultants to work on PROJECT. 134. That STATE shall, prior to permitting any managerial employee of STATE for whom reimbursement will be sought from COMMISSION, provide to COMMISSION, for COMMISSION’s review and comment, information regarding the credentials, professional expertise and availability of such management employee. STATE agrees that it shall not substitute any STATE managerial employee assigned to PROJECT, and 17336.02101\22825198.1 20 87 District Agreement ________ whose services are subject to reimbursement by COMMISSION, without prior notice to STATE agrees to consider any request by COMMISSION to discontinue the services of any personnel considered by COMMISSION to be unqualified based on credentials, professional expertise, or failure to perform in accordance with SCOPE OF WORK and/or other pertinent criteria. 135. That STATE shall, prior to permitting any consultant of STATE for whom reimbursement will be sought from COMMISSION, provide COMMISSION, for COMMISSION’s review and approval, information regarding the credentials, professional expertise and availability of such consultant. STATE agrees that it shall not substitute any consultant assigned to PROJECT, and whose services are subject to reimbursement by COMMISSION, without prior notice to COMMISSION. STATE has, prior to the effective date of this AGREEMENT, selected and retained certain consultants to work on PROJECT, as well as other projects. STATE shall provide COMMISSION with the names of said retained consultants for COMMISSION’s review and approval. Except where impracticable, STATE shall, upon request by COMMISSION, discontinue the services of any consultant considered by COMMISSION to be unqualified based on credentials, professional expertise, or failure to perform in accordance with SCOPE OF WORK and/or other pertinent criteria. 136. STATE shall, upon COMMISSION written request, and subject to reimbursement by COMMISSION, make reasonable efforts to engage additional staff or consultants for PROJECT who may be available, as needed, to perform any PROJECT work or services as necessary, as further specified in this AGREEMENT. 137. That STATE will participate in the development of and will approve, if appropriate, the technical requirements, including environmental requirements, of the final RFP before the release of those requirements in the final RFP to the proposers. 138. To issue, at no cost to COMMISSION, upon acceptable completed applications by COMMISSION and its consultants or DESIGN-BUILDER, those necessary encroachment permits to authorize entry onto SHS right-of-way to perform activities required for PROJECT, within thirty (30) days following receipt of an acceptable application. The standards for approval of such permit application shall be no more stringent than applied on STATE projects. If COMMISSION uses consultants rather than its own staff to perform required work, those consultants will also be required to obtain an encroachment permit which will be issued at no cost upon proper application by the consultants. In reviewing and issuing any necessary encroachment permits, STATE shall approve encroachment permits that are consistent with the CONTRACT DOCUMENTS which will have been approved by STATE. The generally-applicable requirement of evidence of insurance coverage by encroachment permittees, including the procurement of a certificate of insurance naming the State of California and its employees, officers and agents as a first party, additional named insured, is not a “cost” within the meaning of this paragraph and is expressly not waived as a condition of issuance of any encroachment permit COMMISSION’s Permit shall be contingent upon submittal of COMMISSION’s Quality Management Plan concurrence by STATE. 17336.02101\22825198.1 21 88 District Agreement ________ 139. That, except to the extent that STATE reasonably determines that work is required for public safety or to prevent significant property damage, STATE will, to the extent possible, avoid performing major maintenance, rehabilitation or construction within the existing SHS right-of-way that would increase costs, delay PROJECT completion or otherwise adversely and materially impact PROJECT. Prior to STATE undertaking any major maintenance or repair work within the SHS right of way adjacent to PROJECT, STATE shall contact COMMISSION to coordinate its work with COMMISSION in order to avoid interference with the PROJECT. Prior to issuance, any STATE encroachment permit for work within the PROJECT limits, except in cases requiring the immediate protection of public safety or to prevent significant property damage, shall be forwarded to COMMISSION Resident Engineer for review and comment. 140. To work with COMMISSION with the goal that all applicable State and Federal rules and regulations are followed and approvals obtained. Exceptions to applicable STATE STANDARDS needed for DESIGN-BUILD procurement are to be approved in the sole discretion of STATE, and such approval shall be in writing. Incorporation of such approved exceptions into the CONTRACT DOCUMENTS shall satisfy the foregoing requirement. 141. To participate in first, and if necessary, second level Condemnation Panel Reviews scheduled and facilitated by the COMMISSION. 142. Upon presentation by COMMISSION, to accept from COMMISSION, good and sufficient fee simple absolute title to that real property acquired in fee by COMMISSION for STATE pursuant to this AGREEMENT subject to a prior review and approval by STATE of the form of title, free of liens or exceptions, except as otherwise approved by STATE, and supported by a policy of title insurance issued in the name of STATE. 143. To timely provide, at COMMISSION’s cost and upon COMMISSION’s request, any SFM as determined by STATE to be appropriate and available during construction of PROJECT. STATE shall not be obligated to provide SFM, but may do so at its discretion. Upon receipt of COMMISSION’s request for any such SFM, STATE will order the SFM and STATE’s PROJECT Coordinator will have an invoice submitted to COMMISSION for the cost of the SFM. Upon receipt of the SFM and COMMISSION’s payment, STATE will make the SFM available to COMMISSION at a STATE designated site, or will provide the SFM as agreed upon in writing by the PARTIES. 144. Upon completion of PROJECT to furnish COMMISSION with a detailed final accounting of the SFM, REIMBURSED WORK. Based on the final accounting, STATE will refund or invoice as necessary in order to satisfy the financial OBLIGATIONS of this AGREEMENT. 145. To retain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred by STATE and make such materials available at the respective offices of STATE and its consultants and contractors at all reasonable times during the contract period and for three years from the date of COMPLETION OF WORK or Federal Final 17336.02101\22825198.1 22 89 District Agreement ________ Voucher, whichever is later. Upon request, STATE agrees to provide copies of any books, records, and documents that are pertinent to this AGREEMENT. 146. STATE agrees to provide primary horizontal and vertical survey control information for use in developing the survey control for PROJECT. 147. As applicable, STATE agrees to grant RELIEF OF MAINTENANCE of NON-TOLL PROJECT FACILITIES upon acceptance of such facilities as further set forth herein. Upon such grant of relief, STATE will accept control of and operate and maintain, at STATE’s sole cost and expense, those NON-TOLL PROJECT FACILITIES lying within the SHS right-of-way, except local roads delegated to local agencies for maintenance. 148. To perform SOURCE INSPECTION as outlined in STATE’s Construction Manual. COMMISSION shall reimburse STATE, as part of the REIMBURSED WORK, up to the COMMISSION Maximum REIMBURSED WORK Payment Obligation, for all direct and indirect costs incurred for any SOURCE INSPECTION performed by STATE, as further set forth in Exhibit D. 149. Independent assurance testing, testing required to verify the DESIGN-BUILDER’s work, which is not available commercially and which is proprietary (STATE-owned), and approval of the type of asphalt and concrete plants shall be performed by STATE and shall be considered REIMBURSED WORK. 150. To invoice COMMISSION for SFM within thirty (30) days of STATE’s receipt of COMMISSION’s request for the SFM. 151. STATE will contribute the maximum amount shown on Exhibit E of STATE funds to COMMISSION, as payment for BETTERMENTS 152. STATE will pay COMMISSION within 30 calendar days of receipt of invoice as payment for BETTERMENTS. 153. STATE will invoice COMMISSION for an initial deposit upon execution of this AGREEMENT by the PARTIES in the amount of $200,000. This deposit represents two (2) months’ estimated support costs for REIMBURSED WORK. Thereafter, STATE will submit to COMMISSION monthly invoices based on the prior month’s actual expenditures. 154. After PARTIES agree that all REIMBURSED WORK is complete for Construction, Right-of-Way, Design and SOURCE INSPECTION, billing PARTIES will submit a final accounting for all costs. Based on the final accounting, PARTIES will refund or invoice as necessary in order to satisfy the financial commitments of this AGREEMENT. 155. In the event of damage to the SHS or its appurtenances; and to the extent the repair is the responsibility of the DESIGN BUILDER or of RCTC; and to the extent STATE has available inventory of appropriate materials in its inventory; STATE agrees to make such materials available for use by the DESIGN BUILDER or RCTC. Materials provided 17336.02101\22825198.1 23 90 District Agreement ________ pursuant to this section shall not be deemed SFM and RCTC shall reimburse STATE for the cost of replacement and/or, restocking of STATE’s inventory. 156. STATE and COMMISSION will invoice for funds where the SPENDING SUMMARY shows that either STATE or COMMISSION provides funds for use by the other. STATE or COMMISSION will pay invoices within forty-five (45) calendar days of receipt of invoice when not paying with Electronic Funds Transfer (EFT). When paying with EFT, STATE or COMMISSION will pay invoices within five (5) calendar days of receipt of invoice. SECTION III IT IS MUTUALLY AGREED: 157. STATE and COMMISSION desire to implement a collaborative approach for the development of PROJECT, using the resources of both agencies to expedite the process and agree to implement all the provisions of California Public Contract Code section 6820, et. seq. and Streets and Highways Code section 91.2. 158. The cost of any engineering support performed by STATE includes all direct and applicable indirect costs. STATE calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds are subject to the current Program Functional Rate. Local funds are subject to the current Program Functional Rate and the current Administration Rate. The Program Functional Rate and the Administration Rate are adjusted periodically. 159. STATE and COMMISSION recognize that applicable STATE STANDARDS and other standards may be in conflict with a DESIGN-BUILD procurement and project delivery method. COMMISSION shall coordinate with STATE during development of the CONTRACT DOCUMENTS, and STATE shall be afforded the opportunity to review, comment and approve the CONTRACT DOCUMENTS during the development of the RFP in accordance with the terms of this AGREEMENT. Once approved by STATE, the CONTRACT DOCUMENTS shall control the design and construction of the PROJECT and any deviations to the applicable STATE STANDARDS and other standards that are set forth in the CONTRACT DOCUMENTS shall be deemed approved by STATE. 160. That COMMISSION has the right and authority, in accordance with 23 CFR 636.109 and as allowed in the amended (August 14, 2007) FHWA regulations for DESIGN-BUILD contracting, Section 1503 of the ‘‘Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users” (SAFETEA–LU), and as modified by the federal Moving Ahead for Progress in the 21st Century Act (MAP-21) legislation, to issue the Request for Qualifications (RFQ) and RFP prior to completion of the NEPA process. The release of the RFP prior to NEPA approval shall be subject to the following limitations as outlined in the FHWA regulations: a) Issue an RFP prior to the conclusion of the NEPA process as long as the RFP informs proposers of the general status of the NEPA process and that no commitment will be made as to any alternative under evaluation in the NEPA process, including the no-build 17336.02101\22825198.1 24 91 District Agreement ________ alternative; b) Preclude a contractor from proceeding with final design or construction before NEPA is complete, unless otherwise permitted by law. 161. That all OBLIGATIONS of STATE under the terms of this AGREEMENT are subject to the appropriation of resources by the Legislature and allocation of funds by the CTC to STATE for the purposes of fulfilling STATE OBLIGATIONS herein. Should the Legislature fail to allocate funds to STATE for purposes of fulfilling STATE OBLIGATIONS hereunder, the PARTIES agree to meet and confer in an attempt to close the funding shortfall. 162. PARTIES acknowledge that, pursuant to Section 91.2(c) of the Streets and Highways Code, STATE resources necessary for the performance of those services identified hereunder as STATE ENHANCED OVERSIGHT, CONSTRUCTION INSPECTION SERVICES and SOURCE INSPECTION, including personnel requirements, are legally mandated to be included in STATE’s capital outlay support program for workload purposes in the annual Budget Act. 163. In the event this AGREEMENT is terminated in accordance with SECTION I, of this AGREEMENT, payments to STATE shall be made through and including the entire month in which the termination occurred for amounts earned and owing under this AGREEMENT. 164. STATE and COMMISSION agree to meet prior to September 1 of every year to review the STATE’s staffing plan for REIMBURSED WORK for the following fiscal year. The Parties shall mutually agree to the staffing levels to be programmed in the following fiscal year by the STATE and any necessary adjustments to the REIMBURSED WORK Summary shown on EXHIBIT D. The STATE agrees to provide the appropriate staffing and resources as mutually agreed in the work plan and to fulfill its responsibilities for performing all REIMBURSED WORK. The COMMISSION will not be responsible for any REIMBURSED WORK in excess of the yearly budget derived from the staff plan, unless a mutually agreed adjustment is made to the REIMBURSED WORK Summary shown on EXHIBIT D. 165. That timely and accurate invoicing by the STATE and subsequent payment by COMMISSION is of high importance to both PARTIES. Accordingly, the following shall be implemented: (a) STATE Corridor Director, or his designee, shall review and approve all monthly STATE invoices prior submission to COMMISSION. (b) STATE shall submit to COMMISSION an approved monthly invoice no more than 30 calendar days following the close of the previous month’s billing cycle. REIMBURSED WORK invoiced by the STATE to the COMMISSION more than 180 days after the work was performed shall be considered delinquent and not reimbursable by the COMMISSION. STATE invoices for support costs shall include all direct and applicable indirect costs. Costs for REIMBURSED WORK 17336.02101\22825198.1 25 92 District Agreement ________ not invoiced to COMMISSION within 180 days shall be the responsibility of the STATE. (c) COMMISSION shall remit payment to STATE for REIMBURSED DIRECT WORK, up to the COMMISSION Maximum REIMBURSED WORK Payment Obligation, as defined in SECTION I, of this AGREEMENT, within 30 days of COMMISSION approval of STATE’s invoice. (d) Prior to any REIMBURSED WORK being performed on PROJECT, STATE and COMMISSION Project Managers shall mutually agree on the individuals allowed to charge to REIMBURSED WORK. Those individuals shall be limited to those required to fill the positions shown on Exhibit D. In consultation with the Commissions’ Project Manager, the STATE Project Manager shall update this approved list monthly. (e) STATE will be responsible for the development of the REIMBURSED WORK invoice format, including cost, schedule and status reports, to be jointly agreed upon prior to implementation and payment. 166. To incorporate into the PROJECT scope and REQUEST FOR PROPOSALS, STATE requested BETTERMENTS as shown on Exhibit E. The cost of the BETTERMENTS shall be borne in their entirety by the STATE and paid in accordance with the provisions of this section. STATE acknowledges the potentially negative impact of changes occurring during construction and shall endeavor to minimize any Betterment requests after issuance of the final REQUEST FOR PROPOSALS. (a) The cost of the BETTERMENTS set forth in Exhibit E shall be the agreed upon lump sum amount set forth in Exhibit E. The foregoing lump sum amount shall constitute full payment for all design, construction, testing, and inspections performed by COMMISSION, its consultants, and/or contractor. The lump sum amount of the BETTERMENTS shall only be changed if a material change in the BETTERMENTS is requested by STATE, or if the DESIGN-BUILDER is entitled a change order under the “Changes of Work” clause of the CONTRACT DOCUMENTS. Change order costs directly attributed to the BETTERMENTS are not included in the lump sum amount for the BETTERMENTS, and shall be the financial responsibility of STATE. STATE shall be afforded the opportunity to inspect, review and participate in any change order discussions directly impacting the BETTERMENTS. (b) COMMISSION shall have no obligation to undertake any Betterment requested beyond those identified in Exhibit E or after release of the final REQUEST FOR PROPOSALS. If such BETTERMENTS are acceptable to COMMISSION in its sole discretion, COMMISSION shall include them in the SCOPE OF WORK for the PROJECT. No BETTERMENTS that are inconsistent with the PROJECT’s environmental documents, or that would require re-evaluation, revalidation or supplementation of the environmental document shall be considered, unless otherwise determined by the Commission, in its sole discretion. Proposed 17336.02101\22825198.1 26 93 District Agreement ________ BETTERMENTS must be in compliance with SAFETY STANDARDS and with all applicable law. (c) In the event STATE requests BETTERMENTS for incorporation into the PROJECT after release of the REQUEST FOR PROPOSALS and COMMISSION agrees to incorporate such BETTERMENTS into the PROJECT, STATE shall be solely responsible for all costs and expenses related thereto, including (i) the costs incurred to incorporate the BETTERMENTS into the SCOPE OF WORK of the PROJECT, (ii) additional design, construction and oversight costs arising from or associated with the BETTERMENTS, including change orders related thereto; (iii) additional operations and maintenance costs arising from or associated with the BETTERMENTS, including change orders related thereto; and (iv) costs associated with any impact on the design and construction schedule associated with the BETTERMENTS, including any associated PROJECT delay cost and damages. 167. That STATE shall designate a STATE representative to represent STATE, and COMMISSION shall designate a PROJECT Representative through whom all communications between the two agencies shall be channeled. The STATE representative or other official designated by STATE shall review the work of COMMISSION through completion of PROJECT. 168. That COMMISSION shall establish a PROJECT document control system acceptable to STATE. Document control, storage, and retrieval methods will include the use of both hard copies and electronic records. When PROJECT is complete, it is intended that the appropriate documents be transferred to the appropriate PARTIES in a format that is compatible with existing filing systems. 169. To develop warranty terms and requirements to be included in the RFP. 170. If required by the STATE STANDARDS governing Freeway Agreements, COMMISSION shall prepare and STATE shall execute Freeway Agreements with the local agencies for PROJECT. Freeway Agreements shall be executed prior to issuance of a notice to proceed to the DESIGN-BUILDER. 171. Freeway Maintenance Agreements, if necessary, shall be executed prior to the STATE’s acceptance of RELIEF OF MAINTENANCE for PROJECT. 172. That STATE shall issue encroachment permits for utility improvements which lie within the SHS right-of-way by individual utility owner, not by individual relocation. PROJECT specific utility agreements will be negotiated between the COMMISSION and the individual utility owners, with work orders addressing individual relocations coordinated between the DESIGN-BUILDER and the utility owners. 173. That COMMISSION shall not start PROJECT construction until and unless environmental review under CEQA and NEPA are first completed, PROJECT approval – if any – is granted, right-of-way has been secured in such area, all pre-construction environmental surveys and mitigation completed for the area(s) proposed for construction 17336.02101\22825198.1 27 94 District Agreement ________ have been completed and legal and physical control of rights of way have been acquired in accordance with the CONTRACT DOCUMENTS. 174. That PROJECT may be segmented to allow construction to be completed in phases based upon right-of-way availability, in compliance with applicable State and federal acquisition and relocation policies. If applicable, to meet the right-of-way availability requirements for construction, right-of-way segment certification will be performed by segment, section, or parcel groupings. If applicable, the CONTRACT DOCUMENTS will include language that provides that construction will not commence until all property is acquired and relocation of the occupants have been completed in each defined phase or segment. 175. That during the construction of PROJECT, representatives of COMMISSION and STATE will cooperate and consult with each other, and all work pursuant to PROJECT shall be accomplished according to the CONTRACT DOCUMENTS. Satisfaction of these requirements shall be verified by STATE’s representative who is authorized to enter COMMISSION property during construction for the purpose of monitoring, inspecting, and coordinating construction and post-construction activities. 176. That any and all material changes to the CONTRACT DOCUMENTS shall be approved by STATE in advance of performing the work. If STATE does not provide its comments, complete its reviews or provide its approval in accordance with the requirements of the CONTRACT DOCUMENTS, including the PROJECT timelines and schedules, the provisions of SECTION III, shall apply. 177. Unless otherwise directed by STATE representative, changes authorized as provided herein will not require an encroachment permit rider. The foregoing does not preclude deviations from the CONTRACT DOCUMENTS necessitated by emergency situations or to address an immediate safety issue. STATE shall be notified, as soon as reasonably possible, of any such deviations. All changes shall be shown on the As-Built plans referred to in this AGREEMENT. 178. The PARTIES agree that under the encroachment permits to be issued for the PROJECT, COMMISSION and the DESIGN-BUILD contractor will be responsible for debris removal and general housekeeping activities to maintain the PROJECT SHS RIGHT OF WAY (except as otherwise set forth in the DESIGN-BUILD contract) and for repair of damage to STATE facilities resulting from PROJECT construction activities. 179. The PARTIES hereby agree that COMMISSION shall be the party responsible for repair or replacement of third-party caused damage that occurs within the CONSTRUCTION WORK ZONE, unless such damage is unrelated to construction activities. As used in paragraphs 179 through 187, "third-party" shall not include contractors or subcontractors of STATE or COMMISSION. Third-party caused damage that occurs within the CONSTRUCTION WORK ZONE that COMMISSION believes is unrelated to construction activities shall be handled as a potential STATE REPAIR OBLIGATION pursuant to paragraph 184 or 185 below, as applicable. 17336.02101\22825198.1 28 95 District Agreement ________ 180. Consistent with Streets and Highways Code section 730 and Vehicle Code sections 17300 through 17303, the cost of damage to the State Highway System and its appurtenances may be recovered by either STATE or the authority in charge of the highway or bridge. To the extent COMMISSION is obligated to perform repair or replacement of damage to the PROJECT SHS RIGHT OF WAY or its appurtenances within the CONSTRUCTION WORK ZONE, STATE authorizes COMMISSION to take all actions to recover its costs related thereto. STATE agrees to reasonably assist in such actions, if requested by COMMISSION, and to waive any rights to recovery, except as to any direct damage to STATE not remedied by COMMISSION repair work. 181. Should COMMISSION decide not to pursue a recovery action, as described in paragraph 180 above, STATE reserves the right to do so in its own name. In such case, STATE shall reimburse COMMISSION, for any COMMISSION incurred costs related to the third-party damage, from any proceeds of such recovery action in excess of STATE's attorney and other litigation related fees. 182. In order to assist COMMISSION with repairing or replacing third-party caused damage to the PROJECT SHS RIGHT OF WAY, STATE shall, if available, provide impact attenuators, special light or sign poles, electrical cabinets, and other items from STATE's stock, as needed. Such materials provided by STATE shall be replaced in kind by COMMISSION. 183. The PARTIES hereby agree that STATE shall be the party responsible for STATE REPAIR OBLIGATIONS. Third-party caused damage that occurs outside the CONSTRUCTION WORK ZONE, but that results from construction activities within the CONSTRUCTION WORK ZONE will be handled as a STATE REPAIR OBLIGATION, but STATE reserves its right to seek compensation from COMMISSION upon proving that the construction activities were the direct cause of the third-party caused damage. 184. In the case of an emergency which requires immediate action, and which involves a potential STATE REPAIR OBLIGATION, COMMISSION shall make all reasonable efforts to contact STATE in order to determine which PARTY is responsible and best able to complete the required work. In the case of an emergency, STATE may provide verbal authorization for COMMISSION to direct the DESIGN-BUILD contractor to conduct emergency repair efforts at STATE's cost. STATE shall follow its verbal approval with a written authorization. If COMMISSION is unable to contact STATE after reasonable efforts to do so, and the nature of the emergency requires, in COMMISSION's reasonable judgment, immediate action, COMMISSION may, but shall not be obligated to, undertake a STATE REPAIR OBLIGATION to the extent required to remediate the emergency condition. In such case, COMMISSION shall notify STATE of such work at the earliest time possible, and STATE shall confirm in writing whether or not the repair work was a STATE REPAIR OBLIGATION within ten (10) days of notification. For repair work determined to be a STATE REPAIR OBLIGATION, STATE shall reimburse COMMISSION for the actual costs thereof. STATE shall reimburse COMMISSION for repair work conducted under this paragraph within thirty (30) days of receipt of COMMISSION's invoice therefor, unless otherwise agreed upon by the PARTIES. 17336.02101\22825198.1 29 96 District Agreement ________ 185. In the case of third-party damage which does not require immediate action, the PARTIES shall meet and confer to determine which party is responsible for the work. If it is determined that the work is a STATE REPAIR OBLIGATION, STATE may request that COMMISSION direct the DESIGN-BUILD contractor to perform the work, and shall reimburse COMMISSION for all costs thereof. 186. The PARTIES agree that COMMISSION shall not be responsible for repair to the PROJECT SHS RIGHT OF WAY which is necessitated by (i) war, riot, acts of a public enemy or other civil disturbance, (ii) acts of God, including but not limited to, greater than a 25-year storm event, lightning, earthquakes, hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, fires, and objects striking the earth from space (such as meteorites), or (iii) any other human or natural disaster specified in paragraph 206. 187. Prior to STATE undertaking any maintenance or repair work within the PROJECT SHS RIGHT OF WAY, STATE shall contact COMMISSION to coordinate its work with COMMISSION in order to avoid interference with the PROJECT. 188. That COMMISSION shall provide a contract claims process reasonably acceptable to STATE and shall process any and all claims through COMMISSION’s claim process. STATE’s representative will be made available to COMMISSION to provide advice and technical input in any claim process. Said representative shall not be deemed to be an agent of COMMISSION. 189. The PARTY that discovers hazardous material (HM) will immediately notify the other PARTY(IES) to this AGREEMENT. HM-1 is defined as hazardous material (including but not limited to hazardous waste) that may require removal and disposal pursuant to federal or state law, whether it is disturbed by PROJECT or not. HM-2 is defined as hazardous material (including but not limited to hazardous waste) that may require removal and disposal pursuant to federal or state law, only if disturbed by PROJECT. 190. STATE, independent of PROJECT, is responsible for any HM-1 found solely within existing SHS right of way. STATE will undertake or cause to be undertaken HM-1 management activities with minimum impact to PROJECT schedule. STATE, independent of PROJECT, will pay all costs for HM-1 management activities related to HM-1 found solely within existing SHS right of way. STATE shall make reasonable efforts to investigate any HM-1 found within existing SHS right of way within 72 hours of notification of STATE by COMMISSION of such discovery, and shall immediately commence work with regulatory agencies to develop and implement an action plan to remediate the site. STATE shall involve COMMISSION in all meetings and work with governmental/regulatory agencies and third parties related to any HM-1 found solely within existing SHS right of way. 191. STATE has no responsibility for management activities or costs associated with HM-1 found outside the existing SHS right-of-way. COMMISSION, independent of 17336.02101\22825198.1 30 97 District Agreement ________ PROJECT, is responsible for any HM-1 found within PROJECT limits outside existing SHS right-of-way. COMMISSION will undertake, or cause to be undertaken, HM-1 management activities with minimum impact to PROJECT schedule, and COMMISSION will pay, or cause to be paid, all costs associated with HM-1 management activities. 192. If HM-2 is found within the limits of PROJECT, COMMISSION will be responsible for HM-2 management activities. Any management activity cost associated with HM-2 is a PROJECT cost. 193. Management activities associated with HM-1 or HM-2 include, without limitation, any necessary manifest requirements and designation of disposal facility. 194. The PARTIES agree that COMMISSION is designated as the Legally Responsible Person and the Approved Signatory Authority pursuant to the Construction General Permit, State Water Resources Control Board (SWRCB) Order Number 2009-0009- DWQ, as defined in Appendix 5, Glossary, and assumes all roles and responsibilities assigned to the Legally Responsible Person and the Approved Signatory Authority as mandated by the Construction General Permit. 195. STATE’s acquisition or acceptance of title to any property on which any hazardous material is found will proceed in accordance with the applicable FHWA STANDARDS and STATE STANDARDS. 196. That pursuant to the authority contained in Section 591 of the Vehicle Code for areas within the limits of PROJECT that are open to public traffic, COMMISSION shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. COMMISSION shall take all necessary precautions for safe operation of COMMISSION vehicles, the construction contractor’s equipment and vehicles and/or vehicles of personnel retained by COMMISSION, and for the protection of the traveling public from injury and damage from such vehicles or equipment. 197. STATE will accept control and operate and maintain, at its own cost and expense, those segments of the NON-TOLL PROJECT FACILITIES lying within the SHS right-of-way upon granting of RELIEF OF MAINTENANCE, except local roads delegated to local agencies for maintenance. Upon granting of RELIEF OF MAINTENANCE by STATE of the NON-TOLL PROJECT FACILITIES, STATE shall also be deemed to exercise ownership and control of those facilities for which RELIEF OF MAINTENANCE has been granted. 198. Use, operation and maintenance of the TOLL FACILITY shall be the subject of a separate TOLL FACILITY Agreement between COMMISSION and STATE. 199. Upon issuance of an encroachment permit to COMMISSION’s DESIGN-BUILDER, and subject to paragraphs 178 through 186 of this AGREEMENT, COMMISSION shall control and maintain, at its own cost and expense, those portions of PROJECT lying within the SHS right-of-way. COMMISSION will also maintain, at COMMISSION expense, local roads within the SHS right-of-way delegated to local agencies for maintenance and remaining portions of any local road overcrossing structures, including 17336.02101\22825198.1 31 98 District Agreement ________ the deck surface and above, as well as all traffic service facilities that may be required for the exclusive benefit or control of local road traffic. This responsibility will remain for each area outside of SHS right-of-way until each area has been relinquished back to local agency. This paragraph shall apply except as specifically set forth in paragraph 101. 200. That upon completion of all work under this AGREEMENT, ownership and title to materials, equipment and appurtenances installed within SHS right-of-way, excluding any toll plazas, gantries and equipment cabinets; conduit, fiber, cameras, readers, signage and supporting or related computerized communications systems; and other toll related toll operations equipment and systems, will automatically be vested in STATE, subject to the TOLL FACILITY Agreement. No further agreement will be necessary to transfer ownership as herein above stated. COMMISSION shall arrange for the transfer of ownership and title to materials, equipment and appurtenances installed outside of STATE right-of-way, excluding those materials, equipment and appurtenances owned by COMMISSION as described in the foregoing sentence, to be retained by appropriate local agencies, unless otherwise agreed to by STATE and COMMISSION in the TOLL FACILITY Agreement. 201. That nothing in the provisions of this AGREEMENT is intended to create duties or OBLIGATIONS to or rights of third parties in this AGREEMENT or affect the legal liability of either party to the AGREEMENT to third parties by imposing any standard of care with respect to the development, design, construction, operation and maintenance of SHS and public facilities different from the standard of care imposed by law or applicable STATE STANDARDS. 202. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by COMMISSION and/or its agents under or in connection with any work, authority or jurisdiction conferred upon COMMISSION under this AGREEMENT. It is understood and agreed that COMMISSION, to the extent permitted by law, will defend, indemnify and save harmless STATE and all its officers and employees from all claims, suits or actions of every name, kind and description including but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by COMMISSION and/or its agents under this AGREEMENT. 203. Neither COMMISSION nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by STATE and/or its agents under or in connection with any work, authority or jurisdiction conferred upon STATE under this AGREEMENT. It is understood and agreed that, STATE, to the extent permitted by law, will defend, indemnify and save harmless COMMISSION and all its officers and employees from all claims, suits or actions of every name, kind and description including but not limited to, tortious, contractual, inverse condemnation or other theories or assertions of liability occurring by reason of anything done or omitted to be done by STATE and/or its agents under this AGREEMENT. 17336.02101\22825198.1 32 99 District Agreement ________ 204. Notwithstanding any other term of this AGREEMENT, existing corridor utility service expenses, including water and electrical, shall remain the responsibility of STATE, whereas COMMISSION will be responsible for utility service expenses when modifying existing utilities. COMMISSION will not utilize existing STATE sources for any temporary connection, unless otherwise approved by STATE. 205. That no alteration, or variation of the terms of this AGREEMENT shall be valid unless made in writing and signed by the PARTIES hereto and no oral understanding or agreement which is not incorporated herein shall be binding on any of the PARTIES hereto. 206. A party is not liable for failure to perform the party’s OBLIGATIONS if such failure is as a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption. 207. In the event of damage caused by third parties which may require repair or other remedial response, the PARTIES agree to coordinate to determine which PARTY is responsible for the repair or remedial action; which PARTY’s forces or agents are most appropriate to perform the remedial action; and what the mechanism for reimbursement may be. To the extent STATE does not exercise its authority to seek recovery of response costs from third parties, STATE expressly authorizes RCTC to exercise any and all authority conferred as result of Vehicle Code sections 17000-17303 with respect to actions to recover response costs. 208. If the PARTIES are unable to reach agreement on a particular issue, including concerns over timeliness of submittal reviews or performance of REIMBURSED WORK, the PARTIES agree to promptly follow a mutually agreed upon issue resolution process. The issue resolution process may take the form similar to the Issue Escalation Ladder shown in Exhibit H. The final form and content of the issue resolution process will be mutually developed prior to commencement of construction. The primary objective of the issue resolution process is timely decision making. 209. To form an Executive Oversight Committee (EOC) as part of the issue resolution process. The EOC will be available to provide direction to the PROJECT team when issues are elevated to the EOC. The EOC will be the final step in the PROJECT level dispute resolution process. The primary objective of the EOC will be to ensure that PROJECT stays on schedule and issues are resolved in a timely manner. The EOC will meet on an as-needed basis to resolve issues that otherwise threaten to delay the overall PROJECT schedule or adversely impact PROJECT costs. An EOC Charter has been signed by COMMISSION, STATE and FHWA and is attached as Exhibit I. STATE is defined in the Charter as Department. 210. That no waiver of any claim, defense or obligation shall be imputed to either party as a result of that party’s failure or delay in assertion of said claim, defense or obligation. 17336.02101\22825198.1 33 100 District Agreement ________ 211. This AGREEMENT will terminate upon selection of the “no project” alternative as a result of the environmental review process, COMPLETION OF WORK or upon 30 calendar days’ written notification to terminate and acceptance between STATE and COMMISSION, whichever occurs first. However, all OBLIGATIONS to pay amounts accrued or due and payable as of the date of termination, indemnification, document retention, audit, claims, environmental commitment, legal challenge, ownership articles and other provisions that, by their express terms survive termination or expiration of this AGREEMENT, will remain in effect until terminated or modified in writing by mutual agreement. 212. COMMISSION will operate under the STATE Disadvantaged Business Enterprise (DBE) Program, and will develop contract specific DBE goals for the applicable I-15 PROJECT contracts with subcontracting opportunities including the DESIGN-BUILD contract. COMMISSION will report its DBE participation on the PROJECT through STATE. 213. Notwithstanding Section III, paragraph 205, or any other provision of this AGREEMENT, the PARTIES, or either of them, may change the funding source allocations set forth above without an amendment to this AGREEMENT. 214. If any portion of this AGREEMENT is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on following page] 17336.02101\22825198.1 34 101 District Agreement ________ SIGNATURE PAGE TO COOPERATIVE AGREEMENT FOR DESIGN-BUILD OF THE STATE INTERSTATE 15 EXPRESS LANES PROJECT STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: John Bulinski District Director RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Anne E. Mayer Executive Director APPROVED AS TO FORM AND PROCEDURE: By: Glenn B. Mueller Assistant Chief Counsel APPROVED AS TO FORM: Best Best & Krieger LLP By: Steven C. DeBaun, COMMISSION General Counsel CERTIFIED AS TO FUNDS: By: District Budget Manager CERTIFIED AS TO FINANCIAL TERMS AND POLICIES: By: Accounting Administrator 17336.02101\22825198.1 35 102 District Agreement 08-XXXXX FUNDING SUMMARY November 1, 2015 Funding Source Funding Partner Fund Type R/W Support R/W Capital CON Capital CON and PS&E Support Subtotal Funds Type Local RCTC Local $200,000 $1,000,000 $6,500,000 $98,800,000 $106,500,000 TIFIA Loan RCTC Federal $135,000,000 $17,000,000 $152,000,000 Toll Revenue Bonds RCTC Local $1,500,000 $112,500,000 $29,500,000 $143,500,000 CMAQ/STP RCTC Federal $44,000,000 $16,000,000 $60,000,000 Subtotals by Component $200,000 $2,500,000 298,000,000 $161,300,00 $462,000,000 Notwithstanding SECTION III, or any other provision of the Agreement, the PARTIES, or either of them, may change the funding source allocations and/or identified funding sources set forth above without an amendment to the Agreement. 17336.02101\22825198.1 36 103 District Agreement 08-XXXXX Exhibit A PROJECT DESCRIPTION The PROJECT is comprised of the TOLL FACILITY and NON-TOLL PROJECT FACILITIES as depicted below in Figure 1 and Figure 2, and; •Generally described as two tolled express lanes in each direction (a total of four tolled express lanes) from Cajalco Road in Corona, California to the SR 60 interchange in Jurupa Valley, California by paving the existing unimproved median between the existing general purpose lanes. One Tolled express lane is constructed in isolated areas to match existing conditions at the project termini through the SR-91 interchange. •The PROJECT currently does not contain any NON-TOLL PROJECT FACILITIES. Page 1 of 3 17336.02101\22825198.1 37 104 District Agreement 08-XXXXX Figure 1 PROJECT MAP Page 2 of 3 17336.02101\22825198.1 38 105 District Agreement 08-XXXXX Figure 2 Typical Cross-Sections Page 3 of 3 17336.02101\22825198.1 39 106 District Agreement 08-XXXXX Exhibit B PROJECT FUNDING RESPONSIBILITY MATRIX Description Performing Agency Reimbursed Work Fund Source Agency -1 Agency-2 Agency – 1 Agency - 2 Local Federal State Funds Construction Capital COMMISSION No X X Construction Management COMMISSION No X Construction Inspection (AB401) STATE Yes X Construction Oversight (standard) STATE No X Right-Of-Way Capital COMMISSION No X Utility Relocation COMMISSION No X R/W Acquisition Support Services COMMISSION No X R/W Acquisition Oversight (standard) STATE No X Design Design Plan Development (Design-Builder) COMMISSION No X Design Reviews of D/B Provided Plans COMMISSION No X Design Oversight (enhanced) STATE Yes X X Design Oversight (standard) STATE No X Misc SOURCE INSPECTION (METS) STATE Yes X 17336.02101\22825198.1 40 107 District Agreement 08-XXXXX Exhibit C PROJECT ORGANIZATIONAL CHART 17336.02101\22825198.1 41 108 District Agreement 08-XXXXX Exhibit D REIMBURSED WORK SUMMARY 17336.02101\22825198.1 42 109 District Agreement 08-XXXXX Exhibit E STATE BETTERMENTS SUMMARY There are no STATE requested BETTERMENTS identified at this time. 17336.02101\22825198.1 43 110 District Agreement 08-XXXXX Exhibit F STATE FURNISHED MATERIAL (SFM) There is no STATE FURNISHED MATERIAL identified at this time. 17336.02101\22825198.1 44 111 District Agreement 08-XXXXX Exhibit G COOPERATIVE AGREEMENT CLOSURE STATEMENT STATE and COMMISSION agree that all scope, cost and schedule commitments included in the Cooperative Agreement for DESIGN-BUILD of the Interstate 15 Express Lanes Project entered into as of ___________ (the “Agreement”) have been completed. As of the date this COOPERATIVE AGREEMENT CLOSURE STATEMENT has been executed by the representatives of the PARTIES, as set forth below, the Agreement shall terminate. STATE OF CALIFORNIA RIVERSIDE COUNTY DEPARTMENT OF TRANSPORTATION TRANSPORTATION COMMISSION By: __________________________ By: __________________________ District Director Executive Director Date: ________________________ Date: ________________________ 17336.02101\22825198.1 45 112 District Agreement 08-XXXXX Exhibit H ESCALATION LADDER I-15 ELP DESIGN-BUILD PROJECT ISSUE RESOLUTION LADDER COMMISSION STATE LEVEL I - FIELD Construction Design Construction Design name (TBD) name (TBD) District name (TBD) name (TBD) name (TBD) name (TBD) Structures name (TBD) name (TBD) LEVEL II - PROJECT MANAGERS Lisa DaSilva Daniel Ciacchella LEVEL III - SPONSORS Michael Blomquist Jesus Galvan LEVEL IV – EXECUTIVES (EOC) Anne Mayer John Bulinski 17336.02101\22825198.1 46 113 District Agreement 08-XXXXX Exhibit I EXECUTIVE OVERSIGHT COMMITTEE CHARTER Executive Oversight Committee CHARTER January 2015 VISION: To successfully implement and deliver the Interstate 15 (I-15) Express Lanes Project in Riverside County. PROJECT LOCATION: The Project will begin just south of the Cajalco Road interchange and extend northward to just south of the I-15/SR-60 interchange. The Project will pass through the cities of Corona, Norco, Eastvale, and Jurupa Valley, and portions of unincorporated Riverside County. EXECUTIVE OVERSIGHT COMMITTEE (EOC) PURPOSE: An Executive Oversight Committee (EOC) has been established to provide guidance to the Project team when issues arise that may affect the overall Project direction. The EOC consists of the executives from four partnering agencies — Riverside County Transportation Commission (RCTC) Executive Director, Caltrans District 8 Director, Caltrans Chief Engineer/Deputy Director, and the FHWA Associate Division Administrator. The EOC provides overall Project direction and convenes, when necessary, to resolve conflicts. Before an issue is brought to the committee, staff members from the parties will attempt a resolution based on a formal partnering program to be implemented for the Project. The objective of the issue resolution process is to resolve issues collaboratively and timely at the lowest possible level, resulting in less adverse impacts to Project cost and schedule. PROJECT PURPOSE: The primary purpose of the Project is to address current and future travel demand and improve traffic operations on the I-15 corridor between Cajalco Road (PM 36.80) and the I-15/SR-60 Interchange near the San Bernardino County line (PM 52.28). The Project is intended to improve existing and future mobility on I-15. Secondary objectives include reducing safety conflicts on I-15, expanding travel choice, increasing HOV/express lane system continuity, and contributing to improved air quality. BACKGROUND: This portion of I-15 has been identified as a corridor that needs capacity improvements to address existing and projected capacity deficiencies from the accelerated growth and development that has taken place in communities along the I-15 corridor, and is expected to continue. In the spring of 2006, RCTC assessed the feasibility of tolling four freeway corridors in Riverside County and concluded that portions of the SR-91 and I-15 corridors were generally feasible for tolling from a financial, traffic operation, and engineering standpoint. In 2009, RCTC received federal tolling authority for I-15 through FHWA’s Value Pricing Pilot Program. The 17336.02101\22825198.1 47 114 District Agreement 08-XXXXX approved Project focuses on providing tolled express lanes on 14.6 miles in the existing median of I-15 from Cajalco Road to SR-60. The Project is being cleared with a California Environmental Quality Act Initial Study/Mitigated Negative Declaration and a National Environmental Policy Act Environmental Assessment/Finding of No Significant Impact. RCTC will perform both final engineering and construction of this Project using a single design-build contract. A separate tolling contract will be procured by RCTC to perform toll systems integration and toll operations and maintenance. DELIVERABLES: The committee will meet on an as-needed basis to resolve issues that otherwise threaten to delay the overall project schedule or adversely impact project costs. SUCCESS CRITERIA: Project Success will be defined as achieving the following milestones: •Release of the Final Tolling System Provider (TSP) Request for Proposals (RFP) on June 13, 2016; •Release of the Final Design-Build contractor RFP to be released August 4, 2016; •Award of the TSP contract by January 11, 2017; •Award of the Design-Build contract by April 12, 2017; •Opening of the I-15 Express Toll Lanes to traffic in July 2020; and •Construction Contract Acceptance by the end of 2020. ______________________________ ______________________________ John Bulinski Date Anne Mayer Date District Director Executive Director Caltrans District 8 RCTC ______________________________ ______________________________ Karla Sutliff Date Richard Backlund Date Chief Engineer Associate Division Administrator Caltrans FHWA 17336.02101\22825198.1 48 115 AGENDA ITEM 11 RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: January 13, 2016 TO: Riverside County Transportation Commission FROM: Tanya Love, Goods Movement Manager THROUGH: Anne Mayer, Executive Director SUBJECT: Avenue 66/Union Pacific Railroad Grade Separation Bypass Project STAFF RECOMMENDATION: This item is for the Commission to: 1) Approve the programming of up to $15 million in federal Surface Transportation Program (STP) funds to the county of Riverside (County) for the Avenue 66/Union Pacific Railroad grade separation bypass project (Avenue 66 bypass project); 2) Approve the deletion of $15 million in federal Congestion Management Air Quality (CMAQ) funds previously allocated to the County for the Avenue 66 bypass project; 3) Approve Agreement No. 16-67-053-00 with the California Transportation Commission (CTC), the County, and Caltrans for the Avenue 66 bypass project to receive Proposition 1B funding under the Trade Corridor Improvement Fund (TCIF) program; and 4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute the agreement on behalf of the Commission. BACKGROUND INFORMATION: Per the Commission’s Grade Separation Funding Strategy, 25 percent of STP and CMAQ apportionments are taken off the top to fund specific grade separation projects. In October 2015, the Commission allocated up to $15 million in CMAQ funding to the County for the Avenue 66 at-grade crossing project. Staff subsequently learned the Avenue 66 project is actually a planned bypass project that will connect State Route 195 to Avenue 66 with a new railroad grade separation over the existing Union Pacific Railroad mainline and SR-111 and will be located south of the existing Avenue 66 alignment. The proposed bypass will consist of approximately 1.7 miles of roadway and a bridge crossing over the existing Union Pacific Railroad mainline and SR-111. The overcrossing will provide a secondary access to the community of Mecca and will be an alternative route for auto, truck, farm equipment, emergency vehicles, and pedestrians to the existing 4th Street at-grade crossing. Since the bypass is a new road (capacity enhancing) and it does not remove the existing at-grade railroad crossing at 4th Street, it is not eligible for CMAQ funding. Accordingly, staff recommends the Commission rescind the previous CMAQ allocation of $15 million and replace it with a $15 million allocation of STP funds. Agenda Item 11 116 Commission staff previously submitted an application and supporting documentation to the CTC requesting allocation of $5,708,444 in TCIF funding for the Avenue 66 bypass project. At this time, staff is requesting approval to enter into a baseline agreement with the CTC, Caltrans, and the County so the project is officially recognized as a TCIF project and as such, can receive the TCIF funding. These funds do not pass through the Commission; therefore, there is no direct financial impact. Agenda Item 11 117 Avenue 66/Union Pacific Railroad Grade Separation Bypass Project & TCIF Project Update January 13, 2016 •1.7 mile bypass project •Improve connectivity: SR-86, SR-111 and the Mecca community •$39.08 million –$5.7 million/TCIF AVENUE 66/UPRR BYPASS PROJECT •New road will provide secondary access to the community of Mecca •Project supports the ever-expanding agribusiness –$1.4 billion gross valuation & growing –120+ commodities exported to 50+ countries •Capacity enhancing –no longer qualifies for CMAQ funding •Rescind $15 million previously allocated and replace with STP funding •TCIF Project/Baseline Agreement with California Transportation Commission (CTC) AVENUE 66/UPRR BYPASS PROJECT •Nearly 43 percent of the nation’s freight enters the Ports of Long Beach and Los Angeles (Ports) •Ports handle approximately 13.5 million twenty-foot equivalent units (TEUs) of freight annually •Projected to triple to 43.2 million TEUs by 2035 •Freight creates jobs, income and tax revenue in all 50 states GOODS MOVEMENT -JOB CREATION AND ECONOMIC GROWTH MEGA SHIPS CMA CGM Benjamin Franklin •As long as the Empire State Building is tall •Carries twice as much cargo compared to ships five years ago •4.5 days to unload INCREASED RAIL/TRUCK TRAFFIC: QUALITY OF LIFE INCREASED RAIL TRAFFIC: •Trains will be more frequent and longer in length –Current: 66 –137 (2035) –Trains length will increase from 4,000 to 5,200 feet (2035) •Vehicle hours of delay (daily) –Current 600 –3,700 (2035) •Emissions (yearly) –Current 9 tons –53 tons (2035) •Noise impacts, safety concerns •Impacts to health GOODS MOVEMENT PROJECTS – BRIEF UPDATE •Selected 12 TCIF Projects: –7 completed –5 under construction – anticipated completion by March 2016 –$461 million investment •Closed two additional crossings –reconfigured streets •Constructed two crossings (prior to TCIF funding). Goods Movement: What’s Next 2014 Policy Board Update: •Ensure TCIF projects are delivered •Advocate for federal support of freight projects •Support Congressional action to create dedicated funding source Avenue 52 –Before/After Photos 46 at-grade crossings remain -$1.7 Billion Price Tag 1.Approve the programming of $15 million in STP funds for Avenue 66; 2.Delete the $15 million in CMAQ funding previously approved; and 3.Approve the Baseline Agreement with the CTC, County of Riverside and Caltrans. STAFF RECOMMENDATION