HomeMy Public PortalAbout01 January 11, 2017 CommissionComments 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.
MEETING AGENDA
TIME/DATE: 9:30 a.m. / Wednesday, January 11, 2017
LOCATION: BOARD ROOM
County of Riverside Administrative Center
4080 Lemon Street, First Floor, Riverside
COMMISSIONERS
Chair – John F. Tavaglione
Vice Chair – Dana Reed
Second Vice Chair – Chuck Washington
Kevin Jeffries, County of Riverside
John F. Tavaglione, County of Riverside
Chuck Washington, County of Riverside
To Be Appointed, County of Riverside
Marion Ashley, County of Riverside
Deborah Franklin / Art Welch, City of Banning
Nancy Carroll / Lloyd White, City of Beaumont
Joseph DeConinck / Tim Wade, City of Blythe
Jim Hyatt / Jeff Hewitt, 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
Brian Berkson / Verne Lauritzen, City of Jurupa Valley
Robert Radi / To Be Appointed, City of La Quinta
Bob Magee / Natasha Johnson, City of Lake Elsinore
Neil Winter / John Denver, City of Menifee
Yxstian Gutierrez / Jesse Molina, City of Moreno Valley
Rick Gibbs / Jonathan Ingram, City of Murrieta
Berwin Hanna / Ted Hoffman, City of Norco
Jan Harnik / Susan Marie Weber, City of Palm Desert
Ginny Foat / Geoffrey Kors, City of Palm Springs
To Be Appointed / Rita Rogers, City of Perris
Ted Weill / Charles Townsend, City of Rancho Mirage
Rusty Bailey / Andy Melendrez, City of Riverside
Andrew Kotyuk / Crystal Ruiz, City of San Jacinto
Michael S. Naggar / To Be Appointed, City of Temecula
Ben Benoit / Timothy Walker, City of Wildomar
John Bulinski, Director, Governor’s Appointee Caltrans District 8
COMM-COMM-00064
Tara Byerly
From: Tara Byerly
Sent: Monday, January 09, 2017 11:08 AM
To: Tara Byerly
Cc: Jennifer Harmon; Anne Mayer; STANDIFO
Subject: REVISED: RCTC CONFLICT OF INTEREST MEMO FOR THE JANUARY COMMISSION
MEETING - 01.11.2017
Importance:
High
Good morning Commissioners,
a
Conflict of
Interest Memo R...
I have attached a revised conflict of interest (C01) memo to include S2 Engineering, Inc., which was inadverently omitted
from the prior COI memo that was included in your agenda packet or in the email for the iPad users. Let me know if you
have any questions or concerns. Thank you.
Respectfully,
1111111
R
Riverside County Transportation Commission
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
PO Box 12008, Riverside, CA 92502-2208
4080 Lemon Street, 3rd Floor, Riverside, CA 92501
(951) 787-7141 I rctc.org
1
REVISED COI MEMO
riverside County Transportation Commission
TO: Riverside County Transportation Commission
FROM: Jennifer Harmon, Clerk of the Board
DATE: January 9, 2017
SUBJECT: Possible Conflicts of Interest — Riverside County Transportation Commission
Agenda of January 11, 2017
The January 11, 2017 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. 6D — Agreement for Railroad Right of Wav Property Maintenance Services
Consultant(s): Joshua Grading & Excavating
Thomas R. Craft, Owner
P.O. Box 292329
Phelan, CA 92329
Agenda Item No. 6E — Agreements for Closed Circuit Television Maintenance and Repairs and
Capital Improvements
Consultant(s): Fibertronics Inc.
Anthony S. Ababat, CEO
1449 Linville Lane
Colton, CA 92324
Agenda Item No. 6F — Agreement with S2 Engineering for Construction Management Services for
the Construction of the La Sierra Parking Lot Expansion Project
Consultant(s): S2 Engineering, Inc.
Sagar Pandey, Principal Engineer
8608 Utica Avenue
Suite 100
Rancho Cucamonga, CA 91730
Tara Byerly
From: Tara Byerly
Sent: Thursday, January 05, 2017 7:00 AM
To: Tara Byerly
Cc: Jennifer Harmon; Anne Mayer; STANDIFO
Subject: RCTC: January Commission Agenda - 01.11.2017
Importance: High
Good morning Commissioners:
The January Agenda for the Commission meeting scheduled for Wednesday, January 11, 2017 @ 9:30 a.m. is available.
Please copy the link:
http://www.rctc.org/uploads/media items/la nuary-11-2017.original.pdf
Conflict of Conflict of
Interest Form.pdf Interest Memo.p,..
Also, attached for your review and information is the conflict of interest memo and form. Please let me know if you
have any questions. Thank you,
Respectfully,
MO`r
Riverside County Transportation Commission
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
PO Box 12008, Riverside, CA 92502-2208
4080 Lemon Street, 3rd Floor, Riverside, CA 92501
(951) 787-7141 I rctc.org
Tara Byerly
From: Tara Byerly
Sent: Thursday, January 05, 2017 7:02 AM
To: Tara Byerly
Subject: RCTC: January Commission Agenda - 01.11.2017
Importance: High
Good morning Commission Alternates,
The January Agenda for the Commission meeting scheduled for Wednesday, January 11, 2017 @ 9:30 a.m. is available.
Please copy the link:
http://www.rctc.org/uploads/media items/ianuary-11-2017.original.pdf
Respectfully,
MIN r 111
Riverside County Transportation Commission
Tara Byerly
Deputy Clerk of the Board
Riverside County Transportation Commission
PO Box 12008, Riverside, CA 92502-2208
4080 Lemon Street, 3rd Floor, Riverside, CA 92501
(951) 787-7141 I rctc.org
i
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 11, 2017
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 / ROLL CALL
2. PLEDGE OF ALLEGIANCE
3. 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.
4. APPROVAL OF MINUTES – DECEMBER 14, 2016
Riverside County Transportation Commission Agenda
January 11, 2017
Page 2
5. 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.
6. 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.
6A. FISCAL YEAR 2016/17 MID-YEAR REVENUE PROJECTIONS
Page 1
Overview
This item is for the Commission to:
1) Approve the mid-year Fiscal Year 2016/17 revenue projections of $173 million
for Measure A revenues, $85 million for Local Transportation Fund (LTF)
revenues, and $18.5 million for Transportation Uniform Mitigation Fee (TUMF)
revenues; and
2) Approve the budget increase adjustments to LTF transfers in of $279,000, and
expenditures and transfers out of $348,700 to reflect the revised LTF
projections.
6B. FISCAL YEAR 2017/18 REVENUE PROJECTIONS
Page 5
Overview
This item is for the Commission to:
1) Approve the projections for Measure A revenues of $176 million for Fiscal Year
2017/18;
2) Approve the projections of the Local Transportation Fund (LTF) apportionment
of $88 million for the Western Riverside County, Coachella Valley, and Palo
Verde Valley areas for FY 2017/18; and
3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF)
revenues of $20 million for FY 2017/18.
Riverside County Transportation Commission Agenda
January 11, 2017
Page 3
6C. AMENDMENT TO THE 91 EXPRESS LANES OPERATOR AGREEMENT
Page 11
Overview
This item is for the Commission to:
1) Approve Agreement No. 13-31-105-02, Amendment No. 2 to the 91 Express
Lanes Operator Agreement No. 13-31-105-00 (commonly referred to as the
ORCOA), among the Orange County Transportation Authority (OCTA), the
Commission, and Cofiroute USA, LLC (Cofiroute) to incorporate the final joint
software license, escrow, and maintenance agreements; reduce the monthly
cost allocated for the software license and maintenance agreements under the
ORCOA; and revise Exhibit C to the ORCOA for extended pre-operation costs;
and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the amendment and the joint software agreements on behalf of the
Commission.
6D. AGREEMENT FOR RAILROAD RIGHT OF WAY PROPERTY MAINTENANCE SERVICES
Page 66
Overview
This item is for the Commission to:
1) Award Agreement No. 17-33-028-00 to Joshua Grading & Excavating, Inc.
(Joshua Grading) for railroad right of way (ROW) property maintenance services
for a three-year term, and two one-year options to extend the agreement, in an
amount of $2,750,000, plus a contingency amount of $250,000, for a total
amount not to exceed $3 million;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement, including option years, on behalf of the Commission;
3) Authorize the Executive Director or designee to execute task orders awarded to
the contractor under the terms of the agreements; and
4) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for these services.
Riverside County Transportation Commission Agenda
January 11, 2017
Page 4
6E. AGREEMENTS FOR CLOSED CIRCUIT TELEVISION MAINTENANCE AND REPAIRS AND
CAPITAL IMPROVEMENTS
Page 91
Overview
This item is for the Commission to:
1) Approve Amendment No. 4, to Agreement No. 13-24-066-00 with Fibertronics,
Inc. (Fibertronics) for closed circuit television (CCTV) security system capital
improvements for an additional amount of $318,000, plus a contingency
amount of $31,800, for a total additional amount of $349,800, and a total
contract amount not to exceed $1,643,405;
2) Authorize the procurement of CCTV equipment through the use of the
California Multiple Award Schedules (CMAS) pursuant to the Public Contract
Code Section 10299(a) and the Commission’s Procurement Policy Manual in the
amount of $667,000.00, plus a contingency amount of $66,700, for a total
amount not to exceed $733,700;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission;
4) Authorize the Executive Director or designee to execute task orders awarded
under the terms of the agreements; and
5) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for the CCTV maintenance, repairs, and
capital improvements.
6F. AGREEMENT WITH S2 ENGINEERING FOR CONSTRUCTION MANAGEMENT SERVICES
FOR THE CONSTRUCTION OF THE LA SIERRA PARKING LOT EXPANSION PROJECT
Page 97
Overview
This item is for the Commission to:
1) Award Agreement No. 16-24-080-00 to S2 Engineering, Inc. (S2) to provide
construction management (CM), materials testing, and construction surveying
services for the La Sierra Parking Lot Expansion project, in the amount of
$544,000, plus a contingency amount of $54,400, for a total amount not to
exceed $598,400;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission; and
3) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for the project.
Riverside County Transportation Commission Agenda
January 11, 2017
Page 5
6G. SUBRECIPIENT AGREEMENT FOR RIVERSIDE TRANSIT AGENCY FOR PERRIS VALLEY
LINE SHUTTLES
Page 138
Overview
This item is for the Commission to:
1) Approve Agreement No. 17-25-017-00 with the Riverside Transit Agency (RTA)
for the Commission’s funding commitment related to the Perris Valley Line
(PVL) shuttle services for a total amount not to exceed $6 million for a term of
five years;
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 to approve and execute amendments to the
agreement related to revised compensation amounts in subsequent years.
6H. FISCAL YEAR 2016/17 COMMUTER RAIL SHORT RANGE TRANSPORTATION PLAN AND
BUDGET AMENDMENT
Page 152
Overview
This item is for the Commission to:
1) Approve an amendment of $20 million in federal Congestion Mitigation Air
Quality (CMAQ) revenues to the Fiscal Year 2016/17 Commuter Rail Short Range
Transit Plan (SRTP); and
2) Approve an increase to the FY 2016/17 budget of $4.7 million for CMAQ grant
revenues and corresponding rail operations and shuttle service expenditures.
6I. RESOLUTION TO OBTAIN PROPOSITION 1B GRANT FUNDING
Page 154
Overview
This item is for the Commission to adopt Resolution No. 17-001, “Resolution of the
Riverside County Transportation Commission Approving the Authorization for the
Execution of the Certifications and Assurances for the Public Transportation
Modernization, Improvement, and Service Enhancement Account Bond Program”.
Riverside County Transportation Commission Agenda
January 11, 2017
Page 6
6J. OPERATION OF THE FREEWAY SERVICE PATROL PROGRAM IN RIVERSIDE COUNTY
Page 158
Overview
This item is for the Commission to:
1) Approve Agreement No. 17-45-057-00 with the California Department of
Transportation (Caltrans) for the operation of the Riverside County Freeway
Service Patrol (FSP) program in an amount not to exceed $1,648,178 in state
funding for Fiscal Year 2016/17; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to
execute the agreement on behalf of the Commission.
7. PRESENTATION: 40TH ANNIVERSARY SPOTLIGHT – EXPANSION OF LEGISLATION
8. CALIFORNIA TRANSPORTATION COMMISSION’S ACTIVE TRANSPORTATION PROGRAM
CYCLE 3 FOR FISCAL YEARS 2019/20 – 2020/21
Page 167
Overview
This item is for the Commission to:
1) Approve the Riverside County Active Transportation Program (ATP) projects for
inclusion in the Metropolitan Planning Organization (MPO) ATP Regional Program
Cycle 3 consisting of the highest scoring implementation projects (85.5 to 87 pts) in the
total amount of $6,627,537;
2) Submit the recommended projects to the Southern California Association of
Governments (SCAG) for inclusion in the MPO ATP Regional Program and subsequent
submittal to the California Transportation Commission (CTC) for final approval in
March 2017;
3) Submit the MPO ATP regional projects to SCAG for inclusion in the Federal
Transportation Improvement Program (FTIP) programming; and
4) Direct staff to coordinate with the MPO ATP Regional Program project sponsors
regarding timely funding allocations, obligations, and project delivery.
9. LOCAL TRANSPORTATION FUND LOAN TO SUNLINE TRANSIT AGENCY
Page 174
Overview
This item is for the Commission to approve an advance of Local Transportation Fund (LTF) funds
in the amount of $3 million to SunLine Transit Agency (SunLine).
Riverside County Transportation Commission Agenda
January 11, 2017
Page 7
10. 2017 STATE AND FEDERAL LEGISLATIVE PLATFORM
Page 176
Overview
This item is for the Commission to adopt the Commission’s 2017 State and Federal Legislative
Platform.
11. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
12. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT
Overview
This item provides the opportunity for the Commissioners and the Executive Director to report
on attended meetings/conferences and any other items related to Commission activities.
13. CLOSED SESSION
13A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(d)(1)
Case No.(s) RIC 10016058
14. ADJOURNMENT
The next meeting of the Commission is scheduled to be held on Thursday and Friday,
January 26-27, 2017, Hyatt Palm Springs, 285 N. Palm Canyon Drive, Palm Springs, CA 92262.
DETACH AND SUBMIT TO THE CLERK OF THE BOARD
DATE:
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January 10, 2017
Susan Bransen, Executive Director
California Transportation Commission
1120 N St, MS-52
Sacramento, CA 95814
Anne Mayer, Executive Director
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Hasan Ikhrata, Executive Director
Southern California Association of Governments
(SCAG)
818 W. 7th Street, 12th Floor Los Angeles, CA
90017
VIA E-MAIL
Re: Urgent Request to Reconsider Eligibility of CV Link Application
Dear Ms. Bransen, Mr. Ikhrata, and Ms. Mayer:
Our organizations are writing you to follow up with additional information that impacts the rescoring of
the CV Link - Multi -Modal Transportation Corridor application. A number of our organizations submitted
a request to rescore this application on November 28, 2016 based on missing Census tract information
related to Narrative Question #1--Disadvantaged Communities (enclosed). CTC staff subsequently
rescored the application resulting in the project's removal from the staff recommendations list that was
approved by the Commission at the December 7, 2016 meeting.
Since that time, additional information has come to light regarding this project application that warrants
reconsideration of the project's eligibility in the Southern California Association of Government's
(SCAG) competition for the Metropolitan Planning Organization (MPO) portion of Active Transportation
Program funds. On December 28, 2016, Council Member G. Dana Hobart of the City of Rancho Mirage
submitted a letter to CTC staff regarding additional inaccuracies and misrepresentations within the CV
Link application. According to Mr. Hobart, the project sponsors failed to disclose within the application
that the cities of Rancho Mirage and Indian Wells have withdrawn from the CV Link project, resulting in
substantial gaps in the proposed 50-mile project. These two gaps constitute 10% of the project's length
and greatly impact the stated benefits to disadvantaged community residents --in terms of access to
services and jobs --as well as the claimed benefits to improved active transportation mobility.
The 2017 Active Transportation Program Guidelines (Section 111.9, Page 5) state that "A project
applicant found to have purposefully misrepresented information that could affect a project's score may
result in the applicant being excluded from the program for the current cycle and the next cycle."
Accordingly, we write to request that the California Transportation Commission exclude this
project application from the current cycle and the next cycle in alignment with the adopted
Program Guidelines. If the Commission chooses to not exclude this project application, then we
request that SCAG and the Riverside County Transportation Commission rescore this
application in light of a drastically different scope that would impact the project's score for
Narrative Question #2--Potential for Increasing Walking and Bicycling.
We thank the Commission for working with all stakeholders to ensure the success and integrity of the
Active Transportation Program.
Sincerely,
Tony Dang, Executive Director
California Walks
Mariela Magafia, Policy Advocate
Leadership Counsel for Justice & Accountability
Encl.
Jeanie Ward -Waller, Policy Director
California Bicycle Coalition
cc:
Tom Kirk, Executive Director, Coachella Valley Association of Governments, tkirke.cvaa.orq
Sarah Jepson, Manager, Active Transportation & Special Programs, Southern California Association of
Governments (SCAG), Jepsonescag.ca.gov
Stephen Patchan, Senior Planner, Southern California Association of Governments (SCAG),
patchanscag.ca.gov
Mitchell Weiss, Deputy Director, California Transportation Commission, mitchell.weiss(a.dot.ca.gov
Laurie Waters, Associate Deputy Director, California Transportation Commission,
laurie.waters(a�dot.ca.gov
November 28, 2016
California Transportation Commission
1120 N St, MS-52
Sacramento, CA 95814
Re: Urgent Request to Reevaluate CV Link Application
Dear Commissioners and CTC staff:
In the interest of ensuring the success of the Active Transportation Program and all projects awarded
ATP funds, especially with regard to assured benefits to disadvantaged communities, our organizations
have carefully reviewed the successful project applications that have received staff recommendation for
Cycle 3 awards. We discovered an issue in the CV Link - Multi -Modal Transportation Corridor
application in the response to Narrative Question #1 - Disadvantaged Communities, that warrants
additional review and possible rescoring of the application.
The instructions for Narrative Question #1 state that the applicant "must provide information for all
Census Tract/Block Group/Place # that the project affects" (emphasis added). This should include
Census tracts that qualify as disadvantaged, as well as those that do not qualify as disadvantaged. A
median of household incomes for all the affected Census tracts --both low- and high -income --adjacent
to the project is then used to calculate a "severity" subscore which indicates the depth of disadvantage
of the whole area affected by the project and is worth up to 4 points in the application.
In the case of the CV Link project, there are dozens of Census tracts in the vicinity of the 50-mile
project, some of which are very low-income but also many that are high -income. Unfortunately, the
applicant agency only provided data for the Census tracts that meet the criteria for low-income (below
80% of median household income) in their response to Narrative Question #1 and failed to list the
adjacent census tracts that are not low-income. Therefore, the median of all household incomes for all
affected census tracts appears very low because only the low-income affected census tracts were used
in the calculation, ultimately resulting in a higher severity subscore for the whole area adjacent to CV
Link than should have been awarded.
We write to you in earnest with the understanding that the Commission aims to adopt the staff
recommendation at the December 7 meeting and that any changes to the staff recommended project
list could have implications for funding a number of other projects on the list.
Sincerely,
Jeanie Ward -Waller, Policy Director
California Bicycle Coalition
Mariela Magana-Ceballos, Policy Advocate
Leadership Counsel for Justice and Accountability
Wendy Alfsen, Executive Director
California Walks
Bill Sadler, Senior CA Policy Manager
Safe Routes to School National
Partnership
Kim Chen, Government Affairs Manager Laura Cohen, Western Region Director
CA Pan -Ethnic Health Network Rails -to -Trails Conservancy
Tamika Butler, Executive Director Angela Glover Blackwell, CEO
Los Angeles County Bicycle Coalition PolicyLink
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
ROLL CALL
JANUARY 11, 2017
Present Absent
County of Riverside, District I % 0
County of Riverside, District II RI 0
County of Riverside, District III ,A� 0
County of Riverside, District IV 0 X
County of Riverside, District V �` 0
City of Banning ,� 0
City of Beaumont ,� 0
City of Blythe ,S 0
City of Calimesa ,1� 0
City of Canyon Lake ,0 0
City of Cathedral City � 0
City of Coachella ,� 0
City of Corona ,OJ 0
City of Desert Hot Springs ZIT0
City of Eastvale ,O 0
City of Hemet 2 0
City of Indian Wells ,r 0
City of Indio �' 0
City of Jurupa Valley ,o 0
City of La Qu i nta ,, 0
City of Lake Elsinore � 0
City of Menifee O ,�
City of Moreno Valley 0
City of Murrieta / 0
City of Norco f�' 0
City of Palm Desert ,� 0
City of Palm Springs j:.
,�City of Perris 0
City of Rancho Mirage 0
City of Riverside ,2 0
City of San Jacinto � 0
City of Temecula � 0
City of Wildomar 0
Governor's Appointee, Caltrans District 8 � 0
AGENDA ITEM 4
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MINUTES
Wednesday, December 14, 2016
1. CALL TO ORDER / ROLL CALL
The Riverside County Transportation Commission was called to order by
Chair Scott Matas at 9:31 a.m. in the Board Room at the County of Riverside
Administrative Center, 4080 Lemon Street, First Floor, Riverside, California, 92501.
2. PLEDGE OF ALLEGIANCE
Commissioner Kevin Jeffries led the Commission in a flag salute.
Commissioners/Alternates Present Commissioners Absent
Marion Ashley Linda Krupa John J. Benoit
Rusty Bailey Bob Magee Ginny Foat
Ben Benoit Scott Matas Yxstian Gutierrez
John J. Benoit** Robert Radi Greg Pettis
David Brecker Dana Reed Michael Naggar
Joseph DeConinck Adam Rush* City of Perris
Deborah Franklin Karen Spiegel
Rick Gibbs John F. Tavaglione
Dawn Haggerty Chuck Washington
Steven Hernandez Ted Weill
Berwin Hanna Lloyd White
Jan Harnik Michael Wilson
Kevin Jeffries Neil Winter
Frank Johnston Ella Zanowic
Andrew Kotyuk
*Arrived after the meeting was called to order
**Commissioner John Tavaglione assigned his proxy vote to Commissioner John Benoit. A letter was filed
with the Clerk of the Board.
3. PUBLIC COMMENTS
At this time, Chair Matas and Executive Director Anne Mayer presented Commissioners
Frank Johnston and Ella Zanowic with plaques to commemorate their tenure for serving
on the Commission.
Riverside County Transportation Commission Minutes
December 14, 2016
Page 2
Commissioner Zanowic expressed her gratitude for serving on the Commission and
shared her plans for retirement.
Commissioner Johnston expressed his gratitude for the opportunity to be elected to the
first city council for Jurupa Valley and serve on the Commission.
4. APPROVAL OF MINUTES – NOVEMBER 9, 2016
At this time, Commissioner John Tavaglione stated he has the proxy vote for
Commissioner John Benoit.
M/S/C (Radi/Hanna) to approve the November 9, 2016 minutes as submitted.
5. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
6. CONSENT CALENDAR
M/S/C (Ashley/M.Wilson) to approve the following Consent Calendar items.
6A. PROPOSED 2017 COMMISSION/COMMITTEE MEETING SCHEDULE
Adopt its 2017 Commission/Committee Meeting Schedule.
6B. RESOLUTION TO AMEND THE APPENDIX OF THE CONFLICT OF INTEREST CODE
Adopt Resolution No. 16‐016, “Resolution of the Riverside County Transportation
Commission Amending the Appendix of the Conflict of Interest Code Pursuant to
the Political Reform Act of 1974”.
6C. QUARTERLY FINANCIAL STATEMENTS
Receive and file the Quarterly Financial Statements for the period ended
September 30, 2016.
6D. QUARTERLY SALES TAX ANALYSIS
Receive and file the sales tax analysis for Quarter 2, 2016 (2Q 2016).
Riverside County Transportation Commission Minutes
December 14, 2016
Page 3
6E. QUARTERLY INVESTMENT REPORT
Receive and file the Quarterly Investment Report for the quarter ended
September 30, 2016.
6F. AMENDMENT TO 91 EXPRESS LANES RCTC‐OCTA FACILITY AGREEMENT
1) Approve Agreement No. 16‐31‐025‐02, Amendment No. 2 to Agreement
No. 16‐31‐025‐00, with the Orange County Transportation Authority
(OCTA) for joint operating costs of the toll operations center in the amount
of $2,536,500, plus a contingency amount of $126,825, for a total amount
not to exceed $2,663,325;
2) Authorize 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.
6G. DEPARTMENT OF CALIFORNIA HIGHWAY PATROL AGREEMENT FOR RCTC 91
EXPRESS LANES TOLL ENFORCEMENT
1) Approve Agreement No. 17‐31‐044‐00 to the Department of California
Highway Patrol (CHP) for toll enforcement on the RCTC 91 Express Lanes
for a three‐year term in the amount of $1,443,310, plus a contingency
amount of $56,690, for a total amount not to exceed $1.5 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 contingency
work as may be required for the agreement.
6H. RCTC 91 EXPRESS LANES CHANGEABLE MESSAGE SIGNS MAINTENANCE
AGREEMENT AND SOFTWARE PURCHASE
1) Award Agreement No. 17‐31‐045‐00 to Daktronics, Inc. (Daktronics) for the
maintenance and repair of the changeable message signs (CMS) for the
91 Express Lanes for a four‐year term, in the amount of $115,690, plus a
contingency amount of $11,569, for a total amount not to exceed
$127,259;
2) Award Agreement No. 17‐31‐046‐00 to Daktronics for CMS software for
the RCTC 91 Express Lanes, in the amount of $16,200, plus a contingency
amount of $1,620, for a total amount not to exceed $17,820;
3) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to execute the agreements on behalf of the Commission; and
Riverside County Transportation Commission Minutes
December 14, 2016
Page 4
4) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required for the agreements.
6I. AGREEMENT FOR LANDSCAPE MAINTENANCE SERVICES
1) Award Agreement No. 17‐24‐023‐00 to Tropical Plaza Nursery, Inc.
(Tropical) for the provision of landscape maintenance services for a three‐
year term, and two, two‐year options to extend the agreement, in an
amount of $3,267,100, plus a contingency amount of $326,710, for a total
amount not to exceed $3,593,810;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to execute the agreement, including option years, 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 these services.
7. PRESENTATION: 40TH ANNIVERSARY SPOTLIGHT – COMMITMENT TO TRANSIT
John Standiford, Deputy Executive Director, presented an overview of public transit,
highlighting the following areas:
Original responsibilities: 1) coordinate state highway planning; 2) adopt Short
Range Transit Plans (SRTP); 3) coordinate transit service; 4) identify projects for
state and federal funding; and 5) coordinate county plans with state and regional
agencies;
RCTC’s current transit role – provide financial oversight role for seven bus
operators and rail;
SRTP process;
Southern California Regional Rail Authority (SCRRA) – Joint Powers Authority;
Comprised of five county transportation agencies; 536‐mile network; seven
service lines; and 63 stations;
RCTC’s Metrolink Budget for operating, rehabilitation, and capital; and
RCTC’s responsibility of owning nine commuter rail stations.
8. 2016 COORDINATED PUBLIC TRANSIT – HUMAN SERVICES TRANSPORTATION PLAN
Robert Yates, Multimodal Services Director, presented the Public Transit‐Human Services
Coordinated Transportation 2016 update (Coordinated Plan), highlighting the following
areas:
Coordinated Plan purposes;
Hard to serve target populations – Seniors and people with disabilities, people of
low income, and Military Veterans;
Riverside County Transportation Commission Minutes
December 14, 2016
Page 5
Extensive countywide outreach;
Findings in 10 themes identified – 1) expanded transit service area needs;
2) improved connectivity; 3) expanded hours and days of service; 4) regional
medical trip needs; 5) safe and comfortable rides; 6) safe pedestrian and bicyclist;
7) transit affordability; 8) information and mobility management; 9) coordination;
and 10) securing funding;
Five identified goals – 1) grow mobility options; 2) connect and coordinate
services; 3) promote safety and comfort; 4) improve health access; and 5) promote
and improve communication; and
Next steps – Call for Projects process commences fall 2017.
At Commissioner Karen Spiegel’s request, Robert Yates clarified the disabilities
categories, the funding for services, and the need for specialized transportation.
M/S/C (Radi/Gibbs) to approve the 2016 Coordinated Public Transit‐Human
Services Transportation Plan (2016 Coordinated Plan).
At this time, Commissioner Adam Rush joined the meeting.
9. ELECTION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION OFFICERS AND
APPOINTMENT OF EXECUTIVE COMMITTEE MEMBERS
At this time, Jennifer Harmon, Clerk of the Board, reviewed the election process from the
Commission’s Administrative Code.
Chair Matas, seconded by Commissioner Dana Reed, nominated Commissioner
John Tavaglione for Chair for 2017. No other nominations were received.
Abstain: Tavaglione
Commissioner Mike Wilson, seconded by Commissioner Marion Ashley, nominated
Commissioner Dana Reed for Vice Chair. No other nominations were received.
Abstain: Reed
Commissioner Tavaglione, seconded by Commissioner Frank Johnston, nominated
Commissioner Chuck Washington for Second Vice Chair. No other nominations were
received.
Chair Matas closed the nominations. John Tavaglione was elected as the Commission’s
Chair, Dana Reed as Vice Chair, and Chuck Washington as Second Vice Chair for 2017.
Riverside County Transportation Commission Minutes
December 14, 2016
Page 6
Appointment of Executive Committee Representatives
At this time, Chair Matas called for a recess for the representatives of the following groups
to meet and determine their respective representatives to the Executive Committee as
follows: 1) the cities of Corona, Moreno Valley, Murrieta, Riverside, and Temecula to
appoint two representatives; 2) the cities of Banning, Beaumont, Calimesa, Canyon Lake,
Eastvale, Hemet, Jurupa Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and
Wildomar to appoint one representative; and 3) the cities of Blythe, Cathedral City,
Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs,
and Rancho Mirage to appoint one representative to the Executive Committee.
The Commission reconvened and Chair Matas called for the groups to announce their
representatives to the Executive Committee.
Commissioner Rusty Bailey announced the reappointments of Commissioner Spiegel and
Commissioner Gibbs to the Executive Committee to represent the cities of Corona,
Moreno Valley, Murrieta, Riverside, and Temecula.
Commissioner Ben Benoit announced his reappointment to the Executive Committee to
represent the cities Banning, Beaumont, Calimesa, Canyon Lake, Eastvale, Hemet, Jurupa
Valley, Lake Elsinore, Menifee, Norco, Perris, San Jacinto, and Wildomar.
Commissioner Jan Harnik announced the appointment of Commissioner
Mike Wilson to the Executive Committee to represent the cities of Blythe, Cathedral City,
Coachella, Desert Hot Springs, Indian Wells, Indio, La Quinta, Palm Desert, Palm Springs,
and Rancho Mirage.
At this time, Ms. Harmon reminded the Executive Committee members the appointment
to the Executive Committee is for a two‐year term. Also, with the election of Supervisor
Washington as an officer, there is one vacant supervisor appointment on the Executive
Committee, which will be filled by Supervisor Jeffries by default as he is the only remaining
supervisor that is not currently a member.
In response to Commissioner Jeffries’ suggestion for Supervisor Marion Ashley to fill the
vacancy, Ms. Harmon explained Supervisor Ashley is currently a member of the Executive
Committee filling one of the three supervisor appointments. Supervisor Benoit is also a
member. Therefore, with Supervisors Tavaglione and Washington serving as officers on
the Executive Committee, the remaining three supervisors fill the supervisor
appointments for 2017.
At this time, Chair Matas expressed appreciation to the Commissioners for their service.
Riverside County Transportation Commission Minutes
December 14, 2016
Page 7
10. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION
There were no items pulled from the Consent Calendar.
11. COMMISSIONERS/EXECUTIVE DIRECTOR’S REPORT
11A. Anne Mayer announced:
On December 7, the California Transportation Commission (CTC) held its
meeting in Riverside at the County Administrative Center Board Room,
followed by a well‐attended reception. She expressed appreciation to the
County Information Technology staff that assisted with the meeting and
reception;
On December 8, Transportation Secretary Brian Kelly joined staff for a
helicopter tour of key projects in the Inland Empire, including 91 Project
and the I‐15 Express Lanes project;
The special trains for the Festival of Lights at the Mission Inn in Riverside.
Flyers will be distributed to the Commissioners; and
Reminded the Commissioners there will be no December committee
meetings due to the Christmas Day holiday.
11B. Jennifer Harmon reminded the Commissioners to return the dinner and lodging
form for the annual Commission Workshop on January 26 and 27, and the
reappointment request form.
11C. Chair Matas expressed it has been an honor to serve as Chair for 2016, and also to
serve on the Executive Committee. He wished everyone Happy Holidays and a
safe New Year.
12. ADJOURNMENT
There being no further business for consideration by the Riverside County Transportation
Commission, Chair Matas adjourned the meeting at 10:15 a.m. The next Commission
meeting is scheduled to be held at 9:30 a.m., Wednesday, January 11, 2017, Board Room,
First Floor, County Administrative Center, 4080 Lemon Street, Riverside.
Respectfully submitted,
Jennifer Harmon
Clerk of the Board
AGENDA ITEM 6A
Agenda Item 6A
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Theresia Trevino, Chief Financial Officer
Michele Cisneros, Deputy Director of Finance
THROUGH: Anne Mayer, Executive Director
SUBJECT: Fiscal Year 2016/17 Mid-Year Revenue Projections
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve the mid-year Fiscal Year 2016/17 revenue projections of $173 million for
Measure A revenues, $85 million for Local Transportation Fund (LTF) revenues, and
$18.5 million for Transportation Uniform Mitigation Fee (TUMF) revenues; and
2) Approve the budget increase adjustments to LTF transfers in of $279,000, and
expenditures and transfers out of $348,700 to reflect the revised LTF projections.
BACKGROUND INFORMATION:
Prior to the beginning of FY 2016/17, 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 9.6 percent and 13.7 percent higher,
respectively, for the six months ended December 31, 2016, compared to the same period last
year. The overall upward yet slowing trend in receipts over the past six months reflects some
improvement in sales tax revenues compared to the actual receipts during the same period in
FY 2015/16. For comparison purposes, the FY 2015/16 actual revenues reflected an increase of
2.8 percent and 3 percent in Measure A and LTF revenues, respectively, from the FY 2014/15
levels. FY 2016/17 TUMF receipts to date are lower than the FY 2015/16 trend; however,
monthly TUMF receipts tend to fluctuate significantly – making it difficult to identify and project
any trend. FY 2015/16 TUMF revenues were 14 percent higher than FY 2014/15 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 continues to decrease and new jobs are being added, primarily in the
construction and administrative support service industries. Home sale transactions continue to
rise. These indicators support an expanding economy. Nonetheless, staff will continue to take
a conservative approach to this year’s mid-year projection analysis based on the revenue trend
1
Agenda Item 6A
noted through December 2016. Staff recommends the Commission maintain the current year
revenue projections for Measure A, LTF, and TUMF revenues projections as follows:
Revenue
Projections
Original
(January 2016)
FY 2016/17
Budget
Revised for Mid-
Year Adjustment
Increase
(Decrease)
from Budget
Measure A $ 177,000,000 $ 173,000,000 $ 173,000,000 $ 0
LTF 85,000,000 85,000,000 85,000,000 0
TUMF 18,500,000 18,500,000 18,500,000 0
For reference purposes, audited revenues for FY 2015/16 were approximately $167,630,000
(Measure A), $83,776,000 (LTF), and $19,789,000 (TUMF). The Measure A and LTF revenue
projections for FY 2016/17 are 3.2 percent and 1.5 percent higher than the FY 2015/16 actual
revenues, respectively. The TUMF revenue projection reflects the prior fiscal year’s actual
revenue with a 7 percent decrease due to the staff’s conservative approach and the fluctuating
trends.
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 preliminary analysis through
December 31, 2016, it appears that this limitation will not be exceeded. Additionally, the
original Measure A administrative allocation $3,250,000 is sufficient to cover FY 2016/17
administrative costs. This allocation does not exceed the 4 percent limitation on administration
costs adopted by the Commission in the prior year.
The LTF audit was completed and financial statements were issued in October 2016. Staff
revised the original LTF projections to include the carryover that is available to the local
governments and transit agencies amount to approximately $9,299,000. Staff recommends the
LTF administrative allocation to the Commission remain unchanged at $1 million. Expenditure
adjustments are required for Commission and Southern California Association of Governments
planning of approximately $279,000 and $69,700, respectively. Since the Commission
administrative and planning allocations may be transferred to the General fund, similar
adjustments to transfer in and out are also needed. The increase for SB 821 bicycle and
pedestrian projects of approximately $179,000 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 $7,894,000
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.
2
Agenda Item 6A
Upon Commission approval, staff will provide this updated information to the necessary local
governments and transit operators. Additionally, staff will continue to monitor FY 2016/17
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 2016/17 Amount: $279,000 sources
$348,700 uses
Source of Funds: LTF Budget Adjustment: Yes
GL/Project Accounting No.:
$ 279,000 106 65 59001
279,000 601 62 97001
69,700 601 62 86205
Fiscal Procedures Approved: Date: 12/15/2016
Attachment: Riverside County LTF FY 2015/16 Apportionment
3
Revised Original
Projection Projection (Decrease)
(1/11/2017)(04/25/16)Increase
Estimated Carryover (Unapportioned)9,299,411$ -$ 9,299,411$
Est. Receipts 85,000,000 85,000,000 -
TOTAL 94,299,411 85,000,000 9,299,411
Less: County Auditor-Controller Administration 12,000 12,000 -
Less: RCTC Administration 1,000,000 1,000,000 -
Less: RCTC Planning (3% of revenues)2,828,982 2,550,000 278,982
Less: SCAG Planning (3/4 of 1% of revenues)707,246 637,500 69,746
BALANCE 89,751,183 80,800,500 8,950,683
Less: SB 821 (2% of balance)1,795,024 1,616,010 179,014
BALANCE AVAILABLE BEFORE RESERVES 87,956,159 79,184,490 8,771,669
Less: 10% Transit Reserves 8,795,616 7,918,449 877,167
BALANCE AVAILABLE FOR APPORTIONMENT 79,160,543$ 71,266,041$ 7,894,502$
Population FY 2016/17 Revised FY 2016/17 Original (Decrease)
APPORTIONMENT Population % of Total Apportionment Apportionment Increase
Western:1,835,439 79.51% 62,940,452.31$ 56,663,542.92$ 6,276,909$
Rail 22%13,846,900 12,465,979 1,380,920
Transit 78%49,093,553 44,197,563 4,895,989
Coachella Valley 448,413 19.42%15,376,895 13,843,392 1,533,503
Palo Verde Valley 24,589 1.07%843,196 759,106 84,090
2,308,441 100.00%79,160,543$ 71,266,041$ 7,894,502$
ALLOCATION OF TRANSIT RESERVES (in accordance with Reserve Policy adopted January 12, 2005):
Western:
Rail 1,538,544$
Transit:
RTA 4,540,416$
Banning 169,633
Beaumont 230,513
Corona 208,200
Riverside 306,077
Subtotal Transit 5,454,839$ 5,454,839
Subtotal Western 6,993,384
Coachella Valley 1,708,544
Palo Verde Valley 93,688
Total Reserves 8,795,616$
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 (Revised)
N:\LTF\2016-2017 Apportionments Mid-Yr_1.11.17.xlsx 12/12/201612:57 PM
4
AGENDA ITEM 6B
Agenda Item 6B
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Theresia Trevino, Chief Financial Officer
Michele Cisneros, Deputy Director of Finance
THROUGH: Anne Mayer, Executive Director
SUBJECT: Fiscal Year 2017/18 Revenue Projections
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve the projections for Measure A revenues of $176 million for Fiscal Year 2017/18;
2) Approve the projections of the Local Transportation Fund (LTF) apportionment of
$88 million for the Western Riverside County, Coachella Valley, and Palo Verde Valley
areas for FY 2017/18; and
3) Approve the projections for Transportation Uniform Mitigation Fee (TUMF) revenues of
$20 million for FY 2017/18.
BACKGROUND INFORMATION:
Prior to the commencement of the annual budget process, the Chief Financial Officer presents
to the Commission the projections for Measure A, LTF, and TUMF revenues 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. The source of data is the quarterly
sales tax forecast of Measure A revenues prepared by MuniServices, LLC.
Measure A
The Measure A projection consists of revenues generated from the local half-cent transactions
and use tax approved by voters in November 2002. The 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 2017/18
represents the ninth year of the 30-year term of the 2009 Measure A.
The Measure A projection for FY 2017/18 is $176 million. The estimate is based on the
mid-year projection for FY 2016/17 and a 1.7 percent increase over the FY 2016/17 estimate.
5
Agenda Item 6B
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 2017/18 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 $3.4 million, which is approximately 1.9 percent of
Measure A revenues, the amount available for distribution to the three geographic areas is
$172.6 million, which is allocated as follows:
Geographic Area Amount
Western Riverside County $ 133,414,000
Coachella Valley 38,171,000
Palo Verde Valley 1,015,000
Total $ 172,600,000
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. The estimate then becomes the basis for geographic
apportionment and for claimant allocation through the Short Range Transit Plan (SRTP) process,
which commences in January 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 2017/18 LTF apportionment based on a revenue estimate of $88 million. The
estimate will be submitted to the County for its concurrence. The estimate is based on the
mid-year projection for FY 2016/17 and assumes a 3.5 percent increase over the FY 2016/17
estimate. This increase is conservative and represents cautious optimism based on current
6
Agenda Item 6B
economic forecast information. After the deductions for administration of $1,050,000 and
set-asides of approximately $4,985,000, the amount available for apportionment before
reserves is approximately $81,965,000. The balance available for apportionment before
reserves is as follows:
Geographic Area Amount
Western Riverside County $ 65,228,000
Coachella Valley 15,852,000
Palo Verde Valley 885,000
Total $ 81,965,000
In accordance with 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 2017/18, 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 2015/16 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 2017/18 is
$20 million. The estimate is based on the projection for FY 2016/17, and assumes an 8.1
percent increase.
Next Steps
Upon Commission approval, staff will provide this information to the local jurisdictions and
transit operators for planning purposes. Staff will continue to monitor FY 2016/17 revenues
during the development of the FY 2017/18 budget to determine if any adjustments to the
revenue projections are necessary.
7
Agenda Item 6B
Financial Information
In Fiscal Year Budget: N/A Year: FY 2017/18 Amount:
$176,000,000 Measure A;
$88,000,000 LTF;
$20,000,000 TUMF
Source of Funds: Measure A, LTF, and TUMF Budget Adjustment: N/A
GL/Project Accounting No.:
Measure A
$ 3,400,000 001001 401 40101 101 1X 40101
40,501,000 623999 401 40101 262 31 40101
14,691,000 613999 401 40101 261 31 40101
8,100,000 654199 401 40101 265 33 40101
2,025,000 269 62 40101
2,531,000 260 26 40101
844,000 270 26 40101
1,985,000 632199 401 40101 263 41 40101
11,913,000 266 72 40101
38,515,000 267 71 40101
10,721,000 264 19 40101
1,588,000 683999 401 40101 268 31 40101
19,085,000 563999 401 40101 256 31 40101
13,360,000 257 71 40101
5,726,000 258 26 40101
1,015,000 234 71 40101
LTF
88,000,000 601 62 40102
TUMF
10,000,000 725000 416 41607 210 72 42110
10,000,000 735000 416 41607 210 73 42110
Fiscal Procedures Approved: Date: 12/15/2016
Attachments:
1) Measure A Program Allocation FY 2017/18
2) Riverside County LTF FY 2017/18 Apportionment
8
Revenues 176,000,000$
Less: Administration 3,400,000
APPORTIONMENT TO PROGRAMS 172,600,000$
Western County
Highway Improvements 40,501,000$
New Corridors 14,691,000
Public Transit
Commuter Rail 8,100,000
Intercity Bus 2,025,000
Specialized Transit-Operations 2,531,000
Specialized Transit-CTSA 844,000
Commuter Services 1,985,000
Regional Arterial 11,913,000
Local Streets & Roads 38,515,000
BANNING 552,000$
BEAUMONT -
CALIMESA 155,000
CANYON LAKE 174,000
CORONA 3,950,000
EASTVALE 1,255,000
HEMET 1,656,000
JURUPA VALLEY 1,896,000
LAKE ELSINORE 1,280,000
MENIFEE 1,624,000
MORENO VALLEY 3,829,000
MURRIETA 2,299,000
NORCO 643,000
PERRIS 1,476,000
RIVERSIDE 7,280,000
SAN JACINTO 836,000
TEMECULA 2,929,000
WILDOMAR 604,000
RIVERSIDE COUNTY 5,211,000
RCTC Regional Arterial 866,000
Bond Financing 10,721,000
Economic Development Projects 1,588,000
SUBTOTAL―Western County 133,414,000
Coachella Valley
Highways & Regional Arterials 19,085,000
Local Street & Roads 13,360,000
CATHEDRAL CITY 1,461,000$
COACHELLA 602,000
DESERT HOT SPRINGS 466,000
INDIAN WELLS 232,000
INDIO 1,866,000
LA QUINTA 1,449,000
PALM DESERT 2,660,000
PALM SPRINGS 2,007,000
RANCHO MIRAGE 874,000
RIVERSIDE COUNTY 1,743,000
Specialized & Public Transit 5,726,000
SUBTOTAL―Coachella Valley 38,171,000
Palo Verde Valley
Local Street & Roads 1,015,000
BLYTHE 826,000$
RIVERSIDE COUNTY 189,000
SUBTOTAL―Palo Verde Valley 1,015,000
TOTAL 172,600,000$
Note: Estimate for Planning Purposes, subject to change and rounding differences.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MEASURE A PROGRAM ALLOCATION (PROJECTION)
FY 2017/18
ATTACHMENT 1
9
Original
Projection
(1/11/2017)
Estimated Carryover (Unapportioned)-$
Est. Receipts 88,000,000
TOTAL 88,000,000
Less: County Auditor-Controller Administration 12,000
Less: RCTC Administration 1,050,000
Less: RCTC Planning (3% of revenues)2,640,000
Less: SCAG Planning (3/4 of 1% of revenues)660,000
BALANCE 83,638,000
Less: SB 821 (2% of balance)1,672,760
BALANCE AVAILABLE BEFORE RESERVES 81,965,240
Less: 10% Transit Reserves 8,196,524
BALANCE AVAILABLE FOR APPORTIONMENT 73,768,716$
Population FY 2017/18 Original
APPORTIONMENT Population % of Total Apportionment
Western: 1,868,306 79.58% 58,702,142$
Rail 22%12,914,471
Transit 78%45,787,671
Coachella Valley 454,097 19.34%14,267,722
Palo Verde Valley 25,425 1.08%798,852
2,347,828 100.00%73,768,716$
ALLOCATION OF TRANSIT RESERVES (in accordance with Reserve Policy adopted January 12, 2005):
Western:
Rail 1,434,941$
Transit:
RTA 4,218,202$
Banning 157,640
Beaumont 218,739
Corona 201,565
Riverside 291,373
Subtotal Transit 5,087,519$ 5,087,519
Subtotal Western 6,522,461
Coachella Valley 1,585,302
Palo Verde Valley 88,761
Total Reserves 8,196,524$
NOTES: Estimate for Planning Purposes, subject to change and rounding differences
Population Source: California Department of Finance, Demographic Research Unit as of January 1, 2016
Allocation of Reserves: FY 2015/16 SRTP Funding Allocations Approved 7/8/15
RIVERSIDE COUNTY
LOCAL TRANSPORTATION FUND
FY 2017/18 APPORTIONMENT (Original)
N:\LTF\2017-2018 Apportionments 1.11.17.xlsx 12/12/201612:57 PM
ATTACHMENT 2
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AGENDA ITEM 6C
Agenda Item 6C
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Jennifer Crosson, Toll Operations Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Amendment to the 91 Express Lanes Operator Agreement
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve Agreement No. 13-31-105-02, Amendment No. 2 to the 91 Express Lanes
Operator Agreement No. 13-31-105-00 (commonly referred to as the ORCOA), among
the Orange County Transportation Authority (OCTA), the Commission, and Cofiroute
USA, LLC (Cofiroute) to incorporate the final joint software license, escrow, and
maintenance agreements; reduce the monthly cost allocated for the software license
and maintenance agreements under the ORCOA; and revise Exhibit C to the ORCOA for
extended pre-operation costs; and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the amendment and the joint software agreements on behalf of the Commission.
BACKGROUND INFORMATION:
In May 2013 the Commission approved the ORCOA to facilitate the joint operation of the 91
Express Lanes between the Commission and OCTA through the use of the existing contractor,
Cofiroute. In November 2016, the Commission approved an amendment to the ORCOA to
reflect a reduction in total costs due to a reduction in the annual escalation rate and the
removal of the customer assistance patrol from the scope of work.
Staff is requesting an additional amendment to the ORCOA to incorporate the final joint
agreements related to the use and maintenance of the Revenue and Account Management
Systems (RAMS) software with Cofiroute, to reduce the monthly costs under the ORCOA for the
software license and maintenance agreements and to reallocate funds originally anticipated for
the Commission’s share of joint operating costs to extended pre-operations costs.
The ORCOA includes three items related to the RAMS software that required further
negotiation upon completion of the software updates to incorporate the Commission’s
extension of the 91 Express Lanes:
• RAMS Software License Agreement (License Agreement),
• Software Escrow Agreement (Escrow Agreement), and
• Software Maintenance Agreement (Maintenance Agreement).
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Agenda Item 6C
Updates to the RAMS software have been completed for the inclusion of the Commission’s
extension of the 91 Express Lanes. Commission and OCTA staff worked with Cofiroute to finalize
the terms of the License Agreement, Escrow Agreement, and Maintenance Agreement. All
three agreements have been negotiated as joint agreements with OCTA, and the costs will be
shared equally.
The License Agreement grants the Commission and OCTA a joint non-exclusive license to use
the RAMS software on the computer hardware and software that operates the 91 Express
Lanes. The annual license fee was included in the ORCOA as an agency specific cost at an initial
annual amount of $91,875 per year per agency. Commission and OCTA staff negotiated a lower
initial year amount of $87,500 per agency by entering into a shared license agreement with
OCTA. The monthly amount charged to each agency under the ORCOA for the license fee will
be adjusted in the ORCOA to reflect the reduced cost. The Commission’s annual license fee
may increase if the Commission or OCTA require additional upgrades to the RAMS software.
The license fee is not subject to annual escalation due to other factors.
The Escrow Agreement sets forth Cofiroute’s requirement to deposit a copy of the RAMS
source code and certain related documentation related to the RAMS software into an escrow
account. The Escrow Agreement also sets forth both the Commission and OCTA’s rights to
retrieve such items from escrow. The escrow account will be shared equally by the Commission
and OCTA and has been included in previous Commission authorization requests.
The Maintenance Agreement sets forth Cofiroute’s responsibilities related to the on-going
maintenance of the RAMS software. The estimated Maintenance Agreement cost was included
in the ORCOA joint scope of work; however, both the form of the agreement and the annual
cost was subject to negotiation. Staff worked with OCTA and Cofiroute to finalize the form of
the Maintenance Agreement and to negotiate an annual shared maintenance cost of $687,435,
which is subject to 2 percent annual escalation and is a reduction in the original amount of
$731,315 included in the ORCOA.
The pre-operation activities performed by Cofiroute in preparation for the Commission’s
opening of the 91 Express Lanes extension are included in Exhibit C (the Commission’s scope of
work) of the ORCOA. The pre-operation activities include the cost of staff hired in advance of
revenue commencement to prepare for operations and to service customers. In accordance
with the pre-operations plan, Cofiroute hired and trained staff in preparation for an estimated
January opening. In order to keep the additional staff in place through the current anticipated
opening date of early spring 2017, staff recommends that funding identified in the ORCOA for
joint operating costs be reallocated to provide for extended pre-operations costs. The total
contract authorized amount will not change.
Staff requests approval of Amendment No. 2 to the ORCOA to incorporate the final License,
Software and Maintenance Agreements related to the RAMS software, reflect the reduction in
Software License and Maintenance Agreements, and reallocate funds from operations to
pre-operations, as described in this staff report. These amendments do not result in an
increase in costs to the Commission.
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Agenda Item 6C
Financial Information
In Fiscal Year Budget: Yes Year: FY 2016/17+ Amount: $0 net increase
Source of Funds: Toll Bonds Operations and Maintenance
Reserve Funds and toll revenues Budget Adjustment: N/A
GL/Project Accounting No.: 009199 73305 00000 0000 591 31 73302
Fiscal Procedures Approved: Date: 12/15/2016
Attachment: ORCOA Amendment No. 13-31-105-02
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924805.1
AMENDMENT NO. 2
OCTA AGREEMENT NO. C-3-1529
RCTC AGREEMENT NO. 13-31-105-02
AMONG
ORANGE COUNTY TRANSPORTATION AUTHORITY,
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AND
COFIROUTE USA, LLC.
THIS AMENDMENT NO. 2 TO AGREEMENT is entered into this _______ day of
______________, 2017, (the “Entered Into Date”) by and among the Orange County
Transportation Authority, a public corporation of the state of California (the “AUTHORITY”);
the Riverside County Transportation Commission, a public agency (the “COMMISSION”); and
Cofiroute USA, LLC., a Delaware limited liability company (“CONTRACTOR”). The
AUTHORITY, the COMMISSION and CONTRACTOR are sometimes individually referred to
herein as a “Party” and collectively as the “Parties.” The AUTHORITY and the COMMISSION
are sometimes individually referred to herein as an “Agency” and collectively as the “Agencies.”
WITNESSETH:
WHEREAS, the Parties have entered into that certain three party operating agreement,
OCTA Agreement No. C-3-1529, RCTC Agreement No. 13-31-105-00, dated as of May 24, 2013
(the “Operating Agreement”), pursuant to which AUTHORITY and COMMISSION engaged
CONTRACTOR to provide management and operational services for the 91 Express Lanes, with
the mutual intent of the Agencies of operating said lanes as a single, seamless toll facility from
the customer’s perspective, as further detailed herein.
WHEREAS, the Parties have entered into that certain Amendment No. 1 to the Operating
Agreement for the purpose of making certain changes to the services to be completed by
CONTRACTOR on behalf of the Agencies.
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WHEREAS, CONTRACTOR, on behalf of the Agencies, has developed and upgraded
that certain Revenue and Account Management System (“RAMS” or the “Software”) to be used
and maintained for operating the 91 Express Lanes.
WHEREAS, as anticipated under the Operating Agreement, in order to further the joint
operation of the 91 Express Lanes, the Parties have negotiated joint Software License,
Maintenance and Escrow Agreements, all for the RAMS, the forms of which the Parties desire to
incorporate into the Operating Agreement.
WHEREAS, Section A-4.2.1 titled Back Office/Account Management System contained
in the Joint Scope of Work included as Exhibit “A” to the Operating Agreement set forth an
estimated annual cost for the joint Software Maintenance Agreement in the amount of $731,315
(based on 2012/2013 dollars), which amount was included in the calculation of the Monthly
Lump Sum Price, as set forth in Article 7(K) of the Agreement.
WHEREAS, Section A-4.2.1 of Exhibit “A” anticipated that, based on final negotiation
of the price for the joint Software Maintenance Agreement, an amendment to the Operating
Agreement would be required to account for any change to the estimated amount included as part
of the Monthly Lump Sum Price.
WHEREAS, the Parties now desire to decrease the Monthly Lump Sum Price to account
for the final negotiated cost of the joint Software Maintenance Agreement.
WHEREAS, the Operating Agreement provides for funding of the Software License
Agreement under each Agencies’ separate Scope of Work included as part of Exhibit “B” and
Exhibit “C” respectively, and the Parties now desire to reduce the monthly amount specified in
each Agencies’ separate Scope of Work to account for the final negotiated price for the joint
Software License Agreement.
WHEREAS, the Parties now desire to amend the Operating Agreement as described
above, and to include the forms of the joint Software License, Maintenance and Escrow
Agreements as a new Exhibit “D” to the Operating Agreement.
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WHEREAS, COMMISSION also desires to amend the total amount allocated under the
COMMISSION Statement of Work to include additional costs for Pre-Operations Services to
address a new Projected Opening Date.
NOW, THEREFORE, for valuable and adequate consideration, receipt of which is
hereby acknowledged, it is mutually understood and agreed by AUTHORITY, COMMISSION
and CONTRACTOR as follows:
1. Capitalized terms not otherwise defined in this Amendment No. 2 shall have the
meanings ascribed to such terms in the Operating Agreement.
2. Section A-4.2.1 of the Joint Statement of Work contained in Exhibit “A” of the
Operating Agreement is hereby amended to include the final negotiated cost of the joint Software
Maintenance Agreement, in the annual sum of $687,435, calculated based on 2016/2017 dollars,
and subject to 2% annual escalation.
3. Article 7, Payment, subsection K is amended in its entirety to read as follows:
K. The amount of the Monthly Lump Sum Price payable by
AUTHORITY and COMMISSION, respectively, during the annual periods
following the Actual Opening Date shall be determined by adjusting the
baseline sums set forth below in accordance with Article 7(F) from the
Entered Into Date. The baseline sum for purposes of calculating the amount
of the Monthly Lump Sum Price for the first six (6) months following the
Actual Opening Date shall be Four Hundred Thirty-Six Thousand, Four
Hundred Eighty-Four Dollars ($436,484). The baseline sum for purposes of
calculating the Monthly Lump Sum Price for the period commencing six
(6) months following the Actual Opening Date through June 30, 2021 shall
be Four Hundred Eighteen Thousand, Eighteen Dollars ($418,018).
4. Article 7, Payment, subsection J (1) shall be amended, in its entirety, to read as
follows:
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J (1) Maximum Cumulative Payment Obligation for Joint Statement of
Work.
(a) AUTHORITY’s respective maximum cumulative payment obligation,
hereunder, for the Joint Statement of Work, for the period commencing on
the Effective Date through June 30, 2021, shall not exceed Twenty Six
Million, Four Hundred Fifty Nine Thousand, Three Hundred Twelve
Dollars ($26,459,312), (excluding from the maximum cumulative payment
obligation, an amount equal to: (1) the Temporary Supplement Amount; (2)
the difference between the New Monthly Lump Sum Payment and the
Monthly Lump Sum Price, or (3) any Resumption Costs, as each may be
applicable) which shall include all amounts payable to CONTRACTOR for
its performance of the Joint Statement of Work, and for all subcontracts,
leases, materials and costs arising from, or due to termination of, this
Agreement.
(b) COMMISSION’s respective maximum cumulative payment
obligation, hereunder, for the Joint Statement of Work, for the period
commencing on the Effective Date through June 30, 2021, shall not exceed
Twenty Five Million, Eight Hundred Eighty-Three Thousand, Five
Hundred Ninety Five Dollars ($25,883,595), (excluding from the maximum
cumulative payment obligation, an amount equal to: (1) the Temporary
Supplement Amount; (2) the difference between the New Monthly Lump
Sum Payment and the Monthly Lump Sum Price, or (3) any Resumption
Costs, as each may be applicable) which shall include all amounts payable
to CONTRACTOR for its performance of the Joint Statement of Work, and
for all subcontracts, leases, materials and costs arising from, or due to
termination of, this Agreement.
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924805.1
5. Article 7, Payment, subsection (J)(3) shall be amended, in its entirety, to read as
follows:
COMMISSION’s maximum cumulative payment obligation, hereunder,
for the COMMISSION Statement of Work, for the period commencing on
the Effective Date through June 30, 2021, shall not exceed Two Million,
One Hundred Ninety Three Thousand, Nine Hundred Three Dollars
($2,193,903), in 2016/2017 dollars, which shall include all amounts
payable to CONTRACTOR for its performance of the COMMISSION
Statement of Work, and for all subcontracts, leases, materials and costs
arising from, or due to termination of, this Agreement.
6. The AUTHORITY Statement of Work contained in Exhibit “B” of the Operating
Agreement is hereby amended to replace, in its entirety, Section 1 under the heading “RAMS
SOFTWARE LICENSE FEE” to read as follows:
1. AUTHORITY's share of the fee due under the Software
Installation and License Agreement amongst COMMISSION,
AUTHORITY and CONTRACTOR (“Three Party Software Installation
and License Agreement”). The annual fee due under the Three Party
Software Installation and License Agreement shall be divided into twelve
monthly lump sum payments of Seven Thousand Two Hundred Ninety-
Two Dollars ($7,292). An amount equal to one-half of the foregoing
specified monthly lump sum payment shall be invoiced to AUTHORITY in
accordance with Article 7(C)(1)(b), as applicable, of the Agreement.
Notwithstanding any other provision of the Agreement, the monthly lump
sum payment for the Three Party Software Installation and License
Agreement, as set forth herein, shall not be subject to escalation.
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924805.1
7. The COMMISSION Statement of Work contained in Exhibit “C” of the Operating
Agreement is hereby amended to replace, in its entirety, Section 1 under the heading “RAMS
SOFTWARE LICENSE FEE” to read as follows:
1. COMMISSION's share of the fee due under the Software
Installation and License Agreement amongst COMMISSION,
AUTHORITY and CONTRACTOR (“Three Party Software Installation
and License Agreement”). The annual fee due under the Three Party
Software Installation and License Agreement shall be divided into twelve
monthly lump sum payments of Seven Thousand Two Hundred Ninety -
Two Dollars ($7,292). An amount equal to one-half of the foregoing
specified monthly lump sum payment shall be invoiced to COMMISSION
in accordance with Article 7(C)(2)(b), as applicable, of the Agreement.
Notwithstanding any other provision of the Agreement, the monthly lump
sum payment for the Three Party Software Installation and License
Agreement, as set forth herein, shall not be subject to escalation.
8. Exhibit “C”, the COMMISSION Statement of Work, shall be amended to increase
the total compensation for Pre-Operations Services by Five Hundred Seventy - Five Thousand
Seven Hundred Seventy Dollars ($575,717), in 2016/2017 dollars. The new total compensation
amount for Pre-Operations Services shall not exceed One Million Eight Hundred Thousand One
Hundred Fifty - Three Dollars ($1,800,153) in 2016/2017 dollars. Funding for the increased Pre-
Operations Services shall be reallocated from funding previously anticipated to be used by
COMMISSION, commencing on January 1, 2016, to fund the Joint Scope of Work.
9. A new Exhibit “D” shall be added to the Operating Agreement to include the joint
Software License, Maintenance and Escrow Agreements, in the forms attached hereto as Exhibit
“D” and incorporated herein by reference. The attached forms of agreements are hereby
approved by the Parties as part of approval of this Amendment No. 2. AUTHORITY’s Chief
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Executive Officer and COMMISSION’s Executive Director are authorized to execute the
attached agreements on behalf of their respective Agency.
10. This instrument may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
11. This Amendment No. 2 shall be governed by and construed in accordance with the
laws of the State of California without regard to conflict of law principles. The parties agree that
exclusive original jurisdiction and venue for any legal action or proceeding, at law or in equity,
that is permitted to be brought by a party in court arising out of this Agreement shall be in the
Superior Court for the County of Riverside, California or the Superior Court for the County or
Orange, California.
12. Except as amended by this Amendment No. 2, all provisions of the Operating
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 No. 2.
[Signatures on following page]
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924805.1
SIGNATURE PAGE TO AMENDMENT NO. 2 TO OCTA AGREEMENT NO. C-3-1529 RCTC AGREEMENT NO. 13-31-105-01 AMONG ORANGE COUNTY TRANSPORTATION AUTHORITY, RIVERSIDE COUNTY TRANSPORTATION COMMISSION AND COFIROUTE USA, LLC.
RIVERSIDE COUNTY ORANGE COUNTY
TRANSPORTATION COMMISSION TRANSPORTATION
AUTHORITY
By: By: _______________________
Its: ________________________ Its: _______________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
BEST BEST & KRIEGER LLP
By: ____________________________ By: _______________________
Counsel to the Riverside General Counsel to Orange
County Transportation Commission County Transportation
Authority
COFIROUTE USA, LLC
By:
Gary L. Hausdorfer
Chairman and Chief Executive Officer
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D-Attachment 1 1
924805.1
EXHIBIT “D” JOINT SOFTWARE ESCROW, MAINTENANCE AND LICENSE AGREEMENT FORMS [attached behind this page]
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924805.1
SOFTWARE ESCROW AGREEMENT
This Software Escrow Agreement (this “Escrow Agreement”) is made as of
________________, 2017 by and among Cofiroute USA, LLC, a Delaware limited liability
company (“Cofiroute”); Riverside County Transportation Commission, a California public entity
(“RCTC”); Orange County Transportation Authority, a California public entity (“OCTA”); and
Escrow Tech (“Escrow Agent”). RCTC and OCTA are sometimes referred to herein, individually,
as “Agency” and collectively as “Agencies”.
RECITALS
A. Cofiroute has been authorized by Agencies to design, develop, install, deliver, test and
license to Agencies a new, upgraded back office revenue and account management system (the
“Software”) tailored to the unique requirements of the 91 Express Lanes.
B. Cofiroute and Agencies are parties to that certain three party agreement for the operation
and maintenance of the 91 Express Lanes for and on behalf of Agencies (OCTA Agreement No.
C-3-1529; RCTC Agreement No. 13-31-105-00), dated May 24, 2013 (the “Operating
Agreement”); to that certain license agreement dated as of ________ (the “License Agreement”)
pursuant to which Cofiroute will license the Software to Agencies and Agencies will pay
Cofiroute a fee therefor; and that certain maintenance agreement dated as of _____ 2017 (the
“Maintenance Agreement”), pursuant to which Cofiroute will provide maintenance, technical
support, and modification/enhancement services of the Software for Agencies.
D. Cofiroute and Agencies now desire to provide for the delivery of the source code and
certain related documentation for the Software into an escrow, and for the disposition of such
items from such escrow, all as set forth herein.
E. Escrow Agent represents and warrants that it is, and shall remain throughout the term of
this Agreement, duly organized and in good standing in its state of incorporation.
NOW, THEREFORE, for valuable and adequate consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Delivery. Within ten (10) days after execution of this Escrow Agreement, Cofiroute shall
deliver to Escrow Agent two (2) sealed packages each containing magnetic tapes, disks, disk
packs, or other forms of media, in machine readable form, containing: (a) a copy of the Software;
(b) all computer source code required to permit Agencies to implement, operate and maintain the
Software; and (c) the written documentation (including media indexes) prepared in connection
therewith, all as identified in Exhibit 1 hereto (the “Deposit Materials”). Escrow Agent shall hold
the Deposit Materials in accordance with the terms hereof. Escrow Agent shall have no obligation
to verify the completeness or accuracy of the Deposit Materials.
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2. Storage; Duplication; Updates.
(a) Escrow Agent shall take such actions as may be reasonably necessary to preserve
the Deposit Materials and all Additional Deposits (defined below) against damage, loss, or decay,
whether by natural causes or otherwise.
(b) Escrow Agent may duplicate the Deposit Materials by any means in order to
comply with the terms and provisions of this Escrow Agreement; and Cofiroute shall bear the
reasonable expense of such duplication. Alternatively, Escrow Agent, by written notice to
Cofiroute, may require Cofiroute to reasonably promptly duplicate the Deposit Materials.
(c) Cofiroute shall deposit with Escrow Agent two (2) copies of any modifications,
updates, new releases or additional documentation related to the Deposit Materials (an
“Additional Deposit”) as soon as practicable after the same shall have been developed by
Cofiroute. Escrow Agent shall hold all Additional Deposits in accordance with the terms hereof.
Escrow Agent shall have no obligation to verify the accuracy or completeness of any Additional
Deposit.
3. Notification of Deposits. Simultaneously with the delivery to Escrow Agent of the
Deposit Materials or any Additional Deposit, as the case may be, Cofiroute shall deliver to
Escrow Agent and Agencies a written statement specifically identifying all items deposited and
stating that the Deposit Materials or any Additional Deposit, as the case may be, so deposited
have been inspected by Cofiroute and are complete and accurate.
4. Delivery to Agencies.
(a) RCTC and OCTA may independently obtain the Deposit Material or copies
thereof and all Additional Deposits or copies thereof from Escrow Agent as set forth in this
Section 4. Such right shall apply to either or both Agencies if the Agency has terminated the
Maintenance Agreement by reason of Cofiroute’s default thereunder. The terminating Agency is
referred to below as “Applicable Agency”.
(i) If Applicable Agency shall have terminated the Maintenance Agreement by
reason of Cofiroute’s default thereunder, then concurrently with such termination, then
Applicable Agency may deliver to Escrow Agent, all of the following:
(A) Written notification and certification that Applicable Agency is
entitled to access as a result of the termination of the Maintenance Agreement by reason of
Cofiroute's breach thereof (a “Release Notice”); provided, that the said Notice shall specify the
specific Section of the Maintenance Agreement under which Applicable Agency is entitled to
access;
(B) Evidence satisfactory to Escrow Agent that Applicable Agency has
previously served a copy of the Release Notice on Cofiroute;
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(C) A written demand that the Deposit Materials and all Additional
Deposits be released and delivered to Applicable Agency;
(D) A written undertaking from Applicable Agency that the Deposit
Materials and Additional Deposits being delivered to Applicable Agency will be used only by
Applicable Agency and only as permitted under terms of the License Agreement;
(E) Specific instructions from Applicable Agency regarding the address
for this delivery; and
(ii) Cofiroute shall have thirty (30) days from the date of service of the Release
Notice on it (the “Objection Period”) to notify Escrow Agent and Applicable Agency, in writing
of its objection to the release of the Deposit Materials and the Additional Deposits to Applicable
Agency (an “Objection”).
(iii) If Cofiroute shall have timely served an Objection on Escrow Agent and
Applicable Agency, then Escrow Agent shall not release the Deposit Materials or any Additional
Deposits to Applicable Agency unless and until Applicable Agency shall have served on Escrow
Agent, either (A) a certified copy of an award from an arbitral panel, issued in accordance with
Section 7 hereof and directing the release of the Deposit Materials and any Additional Materials
to Applicable Agency; or (B) a writing executed by both Applicable Agency and Cofiroute,
directing the release of the Deposit Materials and any Additional Materials to Applicable Agency.
(iv) If Cofiroute shall have failed, on or before the expiration of the Objection
Period, to serve an Objection on Escrow Agent and Applicable Agency as set forth above, then
Escrow Agent shall, within a reasonable period after the expiration of the Objection Period,
deliver the Deposit Materials and all Additional Deposits to Applicable Agency. Escrow Agent
shall have no further liability under this Escrow Agreement following such delivery.
(b) Agencies’ rights to retain the Deposit Materials and all Additional Deposits shall
be subject to the provisions of the License Agreement; including without limitation, Sections 1.4
(“Copies”), 2.2 (“Nondisclosure; Security”) and 2.3 (“Copyrights and Other Marks”). As among
Cofiroute, RCTC, and OCTA, and notwithstanding the provisions of Section 23 of the Operating
Agreement, title to the Deposit Materials and all Additional Deposits shall at all times remain
with Cofiroute.
5. Delivery to Cofiroute. At such time as the License Agreement shall have been terminated,
Cofiroute may notify Escrow Agent and Agencies, in writing, of such termination; and within a
reasonable period after Escrow Agent's receipt of such notice, Escrow Agent shall deliver the
Deposit Materials and all Additional Deposits to Cofiroute. Escrow Agent shall have no further
liability under this Escrow Agreement following such delivery. Escrow Agent may rely on that
notification.
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6. Indemnity.
(a) Agencies and Cofiroute shall, jointly and severally, indemnify and hold harmless
Escrow Agent and each of its directors, officers, agents, employees and stockholders (“Escrow
Agent Indemnitees”) absolutely and forever, from and against any and all claims, actions,
damages, suits, liabilities, obligations, costs, fees, charges, and any other expenses whatsoever,
including reasonable attorneys’ fees and costs, that may be asserted against Escrow Agent
Indemnitee in connection with the lawful performance by any Escrow Agent Indemnitee of
Escrow Agent's duties hereunder.
(b) Escrow Agent shall indemnify and hold harmless Agencies and Cofiroute and each
of their respective directors, officers, agents, employees and members, absolutely and forever,
from and against any and all claims, actions, damages, suits, liabilities, obligations, costs, fees,
charges and any other expenses whatsoever, including reasonable attorney's fees and costs, that
are caused by the negligent acts or omissions of or a breach of any contractual duty by Escrow
Agent, its employees, agents or sub-contractors; provided, that
(i) Escrow Agent's total liability with regard to all claims arising under or by
virtue of this Escrow Agreement or in connection with the performance or contemplated
performance of this Escrow Agreement, shall not exceed the limitations and exclusions of
liability set forth below;
(ii) Escrow Agent shall not be liable for any special, indirect, incidental or
consequential damages whatsoever;
(iii) Escrow Agent shall not be responsible in any manner whatsoever for any
failure or inability of Agencies or Cofiroute to perform or comply with any provision of this
Escrow Agreement;
(iv) Escrow Agent shall not be liable in any way to Agencies or Cofiroute for
acting in accordance with the terms of this Escrow Agreement and specifically (without
limitation) for acting upon any notice, written request, waiver, consent, receipt, statutory
declaration or any other document furnished to it pursuant to and in accordance with this Escrow
Agreement; and
(v) Escrow Agent shall not be required to make any investigation into and
shall be entitled in good faith without incurring any liability to Agencies or Cofiroute to assume
(without requesting evidence thereof) the validity, authenticity, veracity and due and authorized
execution of any documents, written requests, waivers, consents, receipts, statutory declarations
or notices received by it in respect of this Escrow Agreement.
7. Disputes and Interpleader.
(a) If Cofiroute shall have timely served an Objection Notice on Escrow Agent and
Agencies, then the dispute shall be submitted to, and settled by arbitration by, a panel of three (3)
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arbitrators chosen by the American Arbitration Association. The arbitrators shall apply California
law. At least one (1) arbitrator shall be reasonably familiar with the computer software industry.
The decision of the arbitrators shall be binding and conclusive on all parties involved, and
judgment upon their decision may be entered into a court of competent jurisdiction. All costs of
the arbitration incurred by Escrow Agent, including reasonable attorneys' fees and costs, shall be
paid by the party (i.e., Cofiroute or the Applicable Agency) which does not prevail in the
arbitration; provided, that if the arbitration is settled prior to a decision by the arbitrators, then
such costs shall be shared as follows: (1) Agencies shall, collectively, pay one half the cost, and
(2) Cofiroute shall pay the other half.
(b) In the event of any dispute between any of Escrow Agent, Agencies and/or
Cofiroute relating to delivery of the Deposit Materials by Escrow Agent other than as set forth in
Section 6(a) above, then any party hereto may submit the matter to any court of competent
jurisdiction in an interpleader or similar action. Any and all costs incurred by Escrow Agent in
connection therewith, including reasonable attorneys' fees and costs, shall be shared as follows:
(1) Agencies shall, collectively, pay one half the cost, and (2) Cofiroute shall pay the other half.
(c) Escrow Agent shall perform any acts ordered by any court or arbitrator without
any liability or obligation to any party hereunder by reason of such act.
8. Terms; Renewal and Termination.
(a) The initial term of this Escrow Agreement shall commence on the date first set
forth above and shall expire on June 30, 2021 (the “Initial Term”). This Escrow Agreement shall
be automatically extended for an additional term of one year (an “Additional Term”) at the end of
the Initial Term and at the end of each Additional Term hereunder unless, on or before ninety (90)
days prior to the end of the Initial Term or an Additional Term, as the case may be, either (i)
Escrow Agent notifies Agencies and Cofiroute that it wishes to terminate the Escrow Agreement
at the end of such term, or (ii) Agencies and Cofiroute jointly notify Escrow Agent that they wish
to terminate the Escrow Agreement at the end of such term.
(b) In the event of termination of this Escrow Agreement in accordance with Section
8(a) hereof: (i) any fees due and incurred prior to the date of termination shall be shared as
follows: (1) Agencies shall, collectively, pay one half the cost, and (2) Cofiroute shall pay the
other half; (ii) Escrow Agent shall return to Cofiroute all copies of the Deposit Materials and
Additional Deposits then in Escrow Agent's possession; and (iii) Agencies and Cofiroute shall,
unless otherwise agreed upon by Agencies and Cofiroute, promptly enter into a mutually
acceptable agreement with a substitute escrow agent for the escrow of the Deposit Materials and
all Additional Deposits.
(c) Termination of the Operating Agreement shall not result in the termination of this
Escrow Agreement.
(d) Agencies and Cofiroute may, upon mutual agreement, terminate this Escrow
Agreement for any or no reason upon providing written notice, signed by Agencies and Cofiroute,
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of such termination and the effective date thereof. Upon such termination, the provisions of
Section 8(b) above shall apply.
(e) RCTC and OCTA may jointly or individually terminate this Escrow Agreement
for any or no reason upon providing written notice signed by either or both RCTC and OCTA, as
applicable. In the case of a termination by both Agencies, upon such termination, the provisions
of Section 8b above shall apply. If termination is by RCTC or OCTA only, the terminating
Agency shall pay any fees due from such Agency, and this Escrow Agreement shall continue in
full force and effect as applies to the non-terminating parties. In addition, the terminating Agency
may direct Cofiroute to enter into an acceptable agreement with a substitute escrow agent for the
escrow of the Deposit Materials and all Additional Deposits for the benefit of the terminating
Agency.
9. Fees. Applicable fees for the Escrow Agent’s services under this Escrow Agreement, as
set forth in Exhibit 2, shall be shared as follows: (1) Agencies shall, collectively, pay one half the
cost, and (2) Cofiroute shall pay the other half. Notwithstanding the foregoing, RCTC shall pay
OCTA’s share of the Initial Fee.
(a) Invoices. Escrow Agent shall issue an invoice to Agencies and Cofiroute
following this execution of this Escrow Agreement (“Initial Invoice”), on the commencement of
any Additional Term hereunder and in connection with the performance of any additional services
hereunder. All fees and charges are exclusive of the payment of, all sales, use and like taxes,
which, if applicable, shall be shared as follows: (1) Agencies shall, collectively, pay one half the
cost, and (2) Cofiroute shall pay the other half. Escrow Agent shall have no obligations under this
Escrow Agreement until the Initial Invoice has been paid in full.
(b) Nonpayment. In the event of nonpayment of any fees or charges invoiced by
Escrow Agent, Escrow Agent shall give notice of non-payment of any fee due and payable
hereunder to Agencies and Cofiroute; and, in such an event, Agencies and Cofiroute shall all have
the right to pay, within ten (10) days after receipt of such notice, the portion of the unpaid fee not
paid by the other parties. Upon payment of the unpaid fee by Agencies or Cofiroute, as the case
may be: (i) this Escrow Agreement shall continue in full force and effect until the end of the
applicable term; and (ii) the non-paying party shall pay to the other parties, promptly on demand,
all fees required hereunder to be borne by the non-paying parties but paid by the paying party.
Failure to pay the unpaid fee under this Section 9(b) by both Agencies and Cofiroute shall result
in termination of this Escrow Agreement.
(c) Additional Services. If Escrow Agent is required to perform any additional or
extraordinary services as a result of being an escrow agent under this Escrow Agreement,
including intervention in any litigation or proceeding, then Escrow Agent shall receive reasonable
compensation for such services and be reimbursed for all costs incurred, including reasonable
attorney's fees. Agencies and Cofiroute each shall be responsible for the payment of such
compensation and fees, which shall be shared as follows: (1) Agencies shall, collectively, pay one
half the cost, and (2) Cofiroute shall pay the other half.
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(d) Change in Fees. Escrow Agent shall be entitled to review and vary its standard
fees and charges for its services under this Escrow Agreement from time to time upon forty-five
(45) days written notice; provided, that no such change in any such fees and charges shall be
effective at any time prior to July 1, 2021.
(e) Payment. All invoices are payable within thirty (30) days from the date of invoice.
Interest shall accrue at the lesser of 1.5% per month or the maximum amount permitted by
applicable law for any fees that are undisputed by the paying party and remain unpaid for more
than thirty (30) days past the due date of the applicable invoice.
(f) Disputes. In the event of a dispute made in good faith as to the amount of fees, the
party responsible for payment agrees to remit payment on any undisputed amount(s) in
accordance with this Section 9. In such circumstances, the interest on the fees shall not accrue as
to any disputed amounts unless not paid within thirty (30) days after such dispute has been
resolved by the parties.
10. Ownership of Deposit Materials. Cofiroute, RCTC, OCTA, and Escrow Agent recognize
and acknowledge that at all times during the term of this Escrow Agreement and after the
expiration thereof, ownership of the Deposit Materials and all Additional Deposits shall remain
with Cofiroute; irrespective of any delivery of the Deposit Materials or any Additional Deposits
to Agencies.
11. Bankruptcy. Agencies and Cofiroute acknowledge that this Escrow Agreement is an
agreement supplementary to the License Agreement as provided in the Bankruptcy Code. The
parties acknowledge that if either party, acting in the capacity of a debtor in possession, or a
trustee in Bankruptcy in a case under the Bankruptcy Code, shall rightfully disaffirms the License
Agreement and/or this Escrow Agreement as provided in the Bankruptcy Code, then upon written
request to the other party or the Bankruptcy Trustee, there shall not be any interference with the
rights of the other party as provided in the License Agreement and this Escrow Agreement,
including the right to obtain the Deposit Materials from Escrow Agent.
12. Miscellaneous.
(a) Remedies. Except for breach of contract, actual fraud, gross negligence or
intentional misconduct, Escrow Agent shall not be liable to Agencies or Cofiroute for any act, or
failure to act, by Escrow Agent in connection with this Escrow Agreement. Any liability of
Escrow Agent, regardless of the cause, shall be limited to the actual cost of the new blank
magnetic media. Escrow Agent will not be liable for special, indirect, incidental or consequential
damages hereunder. Escrow Agent’s aggregate liability will not exceed a cap equal to the total of
all fees received by it under this Agreement.
(b) Natural Degeneration; Updated Version. The parties acknowledge that as a result
of the passage of time alone, the Deposit Materials are susceptible to loss of quality (“Natural
Degeneration”). It is further acknowledged that Escrow Agent shall have no liability or
responsibility to any person or entity for any Natural Degeneration. For the purpose of reducing
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D-Attachment 1 8
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the risk of Natural Degeneration, Cofiroute shall deliver to Escrow Agent a new copy of the
Deposit Materials and any Additional Deposits at least once every three (3) years.
(c) Permitted Reliance and Abstention. Escrow Agent may rely and shall be fully
protected in acting or refraining from acting upon any notice or other document believed by
Escrow Agent reasonably and in good faith to be genuine and to have been signed or presented by
the proper person or entity. Escrow Agent shall have no duties or responsibilities except those
expressly set forth herein.
(d) Independent Contractor. Escrow Agent is an independent contractor, and is not as
employee or agent of RCTC, OCTA, or Cofiroute.
(e) Amendments. This Escrow Agreement shall not be modified or amended except
by a writing executed by the parties hereto.
(f) Entire Agreement. This Escrow Agreement, including all exhibits hereto:
supersedes all prior discussions, understandings and agreements between the parties with respect
to the matters contained herein; and constitutes the entire agreement between the parties with
respect to the matters contemplated herein. All exhibits attached hereto are by this reference made
a part of this Escrow Agreement and are incorporated herein.
(g) Counterparts. This Escrow Agreement may be executed in counterparts, each of
which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same Escrow Agreement.
(h) Governing Law. This Escrow Agreement shall be constructed and enforced in
accordance with the laws of the State of California, excluding its conflict of laws principles. In
the event of litigation arising out of or relating to this Agreement, the parties consent to the
exclusive jurisdiction and venue of the state courts of and federal courts in Riverside County,
California, and to service of process by any means authorized by California law.
(i) Confidentiality. Escrow Agent will hold and release the Deposit Materials and all
Additional Deposits only in accordance with the terms and conditions hereof or an order by a
court or arbitrator, and will maintain the confidentiality of the Deposit Materials and all
Additional Deposits.
(j) Notices. All notices, requests, demands or other communications required or
permitted to be given or made under this Escrow Agreement shall be in writing and shall be
delivered by hand or by commercial overnight delivery service which provides for evidence of
receipt, or mailed by certified mail, return receipt requested, postage prepaid, and addressed as
follows:
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D-Attachment 1 9
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If to Cofiroute:
Cofiroute USA, LLC
Attn: _________________________
If to RCTC:
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Anne Mayer, Executive Director
If to OCTA
Orange County Transportation Authority
550 S. Main Street
Orange, CA 92868
Attn: Kirk Avila, 91 Express Lanes General Manager
If to Escrow Agent:
EscrowTech International, Inc.
Technology Law Center Building
3290 Mayflower Way
Lehi, UT 84043
Attn: Legal Department
If delivered personally, the date on which the notice, request, or instruction is delivered shall be
the date on which the delivery is deemed to be made; and if delivered by mail or by commercial
overnight delivery service, the date on which such notice, request, instruction or document is
actually delivered to the recipient or its notice address by the applicable carrier,or when delivery
is refused, as shown on the receipt of the applicable carrier or other person making the delivery.
Any party may change its address for the purpose of this Escrow Agreement by notice is writing
to the other party as provided herein.
(k) Survival. Sections 4(b), 6, 7, 9, 10 and 11 hereof shall survive any termination of
this Escrow Agreement.
(l) No Waiver. No failure on the part of any party hereto to exercise, and no delay in
exercising any right, power or single or partial exercise of any right, power or remedy by any
party will preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. No express waiver or assent by any party hereto to any breach of or default in any
term or condition of this Escrow Agreement shall constitute a waiver of or an assent to any
succeeding breach of or default in the same or any other term or condition hereof.
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(m) Assignment. This Escrow Agreement shall bind and inure to the benefit of
Cofiroute, RCTC, OCTA, and Escrow Agent, and their respective successors and assigns. Except
where Escrow Agent merges, is acquired or has substantially all of its assets acquired and the new
entity or acquirer agrees to assume all of Escrow Agent's obligations and liabilities under this
Escrow Agreement, Escrow Agent shall not assign, transfer or subcontract this Escrow
Agreement or any rights or obligations hereunder without the prior written consent of the other
parties. Cofiroute, RCTC, and OCTA may not assign this Escrow Agreement or any part hereof
without the prior written consent of the other parties.
(n) Severability. If any part of this Escrow Agreement shall be finally adjudged by a
court of competent jurisdiction to be void, invalid or unenforceable, then that part of this Escrow
Agreement shall be deemed severed herefrom; and the remainder of this Escrow Agreement shall
remain fully valid and enforceable as though the void, invalid, or unenforceable part of this
Escrow Agreement were never a part hereof.
IN WITNESS WHEREOF, each of the parties has caused its duly authorized officer to
execute this Escrow Agreement as of the date and year first above written.
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SIGNATURE PAGE TO
SOFTWARE ESCROW AGREEMENT
COFIROUTE USA, LLC, a Delaware
limited liability company:
By:
Gary L. Hausdorfer
Chief Executive Officer
RIVERSIDE COUNTY
TRANSPORTATION
COMMISSION, a California public
entity:
By:
Anne Mayer
Executive Director
ORANGE COUNTY
TRANSPORTATION AUTHORITY,
a California public entity:
By:
____
Daryl Johnson
Chief Executive Officer
ESCROW TECH
By:______________________________
_______
XXXXX
TITLE
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EXHIBIT 1 TO ESCROW AGREEMENT
DEPOSIT MATERIALS
Product Name __________________________________________
Version # ____________________ Date: ____________
Description of Materials Deposited: __________________________________________
__________________________________________
Applications, languages and/or
utilities required to access, compile,
maintain and/or operate: __________________________________________
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EXHIBIT 2 TO ESCROW AGREEMENT
FEE SCHEDULE
Fees to be paid by Agencies shall be as follows:
Initial Fee: $445
(One-time fee payable upon execution of agreement)
Annual Fee: $837.50
(Payable once, yearly, for the course of the agreement)
Fees to be paid by Cofiroute shall be as follows:
Initial Fee: $445
(One-time fee payable upon execution of agreement)
Annual Fee: $837.50
(Payable once, yearly, for the course of the agreement)
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SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (“Maintenance Agreement”) is entered into as of __________, 2017, by and among Cofiroute USA, LLC, a Delaware limited liability company (“Cofiroute USA”); and Riverside County Transportation Commission (“RCTC”), and Orange County Transportation Authority, (“OCTA”) referred to collectively as “the Parties”. RCTC and OCTA are sometimes collectively referred to as "Agencies”" and singularly as "Agency." RECITALS
A. Cofiroute USA and OCTA, entered into that certain Amendment No. 4, dated July 1, 2009
to Agreement No. C-5-0300 to design, develop, install, deliver, test and license to OCTA; a new,
upgraded software back office revenue and account management system (the “RAMS”) tailored
to the unique requirements of the then existing toll road commonly referred to as 91 Express
Lanes. ("OCTA Agreement")
B. Concurrent with the execution of the OCTA Agreement, Cofiroute USA and OCTA
entered into a “Software Maintenance Agreement,” a “License Agreement,” and an “Escrow
Agreement” pertaining to the RAMS.
C. RCTC entered into a Design Build Contract with Atkinson/Walsh Joint Venture pertaining
to meeting the operating requirements of OCTA and RCTC in support of joint operations of the
extended 91 Express Lanes. The 91 Express Lanes extends into Riverside County for
approximately eight (8) to ten (10) miles (“Extended 91 Express Lanes”). The 91 Express Lanes
and the Extended 91 Express Lanes are sometimes collectively referred to as the Extended 91
Express Lanes.
D. Cofiroute USA, RCTC, and OCTA entered into that certain joint operating agreement
dated May 24, 2013 (the "ORCOA", OCTA Agreement No. C-3-1529; RCTC Agreement No. 13-
31-105-00) pertaining to the operation by Cofiroute USA of the Extended 91 Express Lanes.
The ORCOA will supersede the OCTA Agreement as set forth in and pursuant to the terms of the ORCOA.
E. Cofiroute USA and RCTC entered into that certain Electronic Toll and Traffic
Management Systems Integration and Implementation Agreement, dated March 1, 2014 ("SIIC")
whereby Cofiroute USA, among other things, agreed to modify the RAMS ("RAMS Derivative")
to be used in connection with the Extended 91 Express Lanes. The RAMS and RAMS Derivative
are sometimes collectively referred to as the RAMS Derivative.
F. Pursuant to the terms of the ORCOA, RCTC, OCTA, and Cofiroute USA desire to enter
into this Maintenance Agreement pertaining to the maintenance of the RAMS Derivative.
G. The "ORCOA Agreement" contemplated that RAMS will include toll processing of lane
system data (integrating both the OCTA and RCTC electronic toll collection systems),
operational processing of data for fare and trip calculation, automated replenishment of customer
accounts, transponder inventory, financial processes, reporting, system monitoring and operations
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management, features supporting interoperability with other tolling authorities, violation
processing based on images(s) captured, collections processing, and general accounting functions
and reports. The Parties contemplate further that the customer service aspect of the RAMS
include such items as account establishment, account maintenance, account payment, secure web
interface for customer account self-management, walk-in center activities, and a secure IVR
interface for customers.
H. OCTA and RCTC desire that Cofiroute USA provide maintenance, technical support, and
modification/enhancement services for the RAMS Derivative on the terms provided herein; but
only insofar as the RAMS Derivative is used in connection with the Extended 91 Express Lanes
as constituted on the date of this Maintenance Agreement.
I. Upon Actual Opening Day, as defined in the ORCOA, of the 91 Express Lanes Extension,
, the Software Maintenance Agreement will be superseded by the Maintenance Agreement and no
longer in force or effect.
J. Concurrent herewith, the Parties have entered into that certain Joint License Agreement
pertaining to licensing the RAMS and RAMS Derivative. (“Joint License Agreement”)
NOW, THEREFORE, for valuable and adequate consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Term. Subject to the provisions of Section 9 hereof, the term of this Maintenance
Agreement shall be as follows:
(a) The term of this Maintenance Agreement shall commence on Actual Opening Date ; and shall continue through and including June 30, 2021 (the “Initial Term”).
2. Cofiroute USA’s Duties.
(a) Cofiroute USA shall furnish such industry standard maintenance support services
as set forth herein, to maintain, replace or otherwise preserve the functionality, reliability and
operability of the RAMS Derivative so that the RAMS Derivative performs at all times in the
accordance with the ORCOA Agreement.
(b) Cofiroute USA may enter into subcontracts with third parties in connection with
the performance of its duties under this Maintenance Agreement.
3. Maintenance Service. Cofiroute USA shall provide maintenance services which are
regularly scheduled maintenance (“Preventive Maintenance”) and unscheduled maintenance
(“Corrective Maintenance”) as follows:
(a) Cofiroute USA shall perform Preventive Maintenance in accordance with a
preventive maintenance schedule (“Preventive Maintenance Schedule”), which is attached hereto
as Schedule A.
(b) Cofiroute USA shall perform Corrective Maintenance in accordance with a cure
time schedule ("Cure Time Schedule"), which is attached hereto as Schedule B.
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4. Allocation of Expenses.
(a) All costs associated with the repair and/or restoration of RAMS Derivative failures
or outages caused by abuse, misuse, or unauthorized modification or repair by Agencies or its
agents and third parties shall be at the Agency/Agencies’ sole expense.
(b) All costs associated with the repair of RAMS Derivative caused by abuse, misuse,
or unauthorized modification or repair by Cofiroute USA, its agents, its subcontractors, or its
third parties shall be at Cofiroute USA’s expense.
(c) If Agency or Agencies desire that Cofiroute USA make such repair and/or
restoration of the RAMS Derivative in a time frame which cannot be achieved by Cofiroute
USA’s personnel during scheduled work hours, then Cofiroute USA shall promptly advise
Agency or Agencies of the estimated costs of such repair and/or restoration in writing; and upon
Agency or Agencies’ written authorization (as the case may be), Cofiroute USA shall perform
such repair and/or restoration and Agency or Agencies shall pay Cofiroute USA the incremental
labor costs and expenses associated with the repair and/or restoration upon receipt of an invoice.
Cofiroute USA will be under no obligation to begin the repair or restoration until it receives
Agency or Agencies’ written authorization to proceed.
5. Repair and Restoration. Cofiroute USA shall use its best efforts to perform the
necessary repairs and/or service restoration to return the RAMS Derivative to its normal
operations at the earliest practical time. The Parties recognize that time is of the essence.
6. Fees. Agencies shall pay Cofiroute USA an aggregate annual maintenance fee of
$687,434.75 (“Annual Fee”). The Annual Fee shall apply to Preventive Maintenance and
Corrective Maintenance described in Sections 3(a) and 3(b) above.
(a) The Annual Fee shall be payable in equal semi-monthly installments. Such
Annual Fee shall commence and become due and payable upon Actual Opening Date and shall be
prorated for partial years. Beginning on the first anniversary of this Maintenance Agreement, and
continuing on each annual anniversary thereafter during the term of this Maintenance Agreement,
the annual maintenance fee shall be adjusted in the same manner and by the same percentage as
the ORCOA Agreement is escalated.
In addition to the Annual Fee, an additional sum up to $300,000.00 per year has been budgeted and authorized by Agencies to pay for RAMS Derivative changes which are requested by Agencies (“Additional Fees”). All RAMS Derivative changes ("Work") are jointly to be requested and Additional Fees approved in writing by the Agencies. The cost for each such requested Work shall be based on Cofiroute USA’s estimated number of hours to perform, and shall be based on the rate schedule set forth in Schedule C to this Maintenance Agreement, and shall be agreed by the Parties before the Work commences. From and after such time as Agencies shall have paid the full amount of the said $300,000 Additional Fees to Cofiroute USA, Cofiroute USA shall have no obligation hereunder to develop, install, or implement any additional RAMS Derivative changes unless, for each such additional RAMS Derivative change, Cofiroute USA and Agencies shall have mutually executed and delivered a separate amendment to this Agreement. In the event only one Agency requests a change to the RAMS Derivative, which applies to only their portion of the Extended 91 Express Lanes, the requesting Agency shall
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notify, in writing, the other Agency of its request, then only that Agency shall be responsible to pay Cofiroute USA
(b) The Additional Fees shall be paid upon Cofiroute USA’s completion and
Agencies’ acceptance of the Work. The Work and acceptance criteria shall be pre-defined before
the Work is initiated. The Work shall be deemed accepted unless Agencies disagree that the
Work has been satisfactorily completed. Agencies’ objections must be communication to
Cofiroute USA within 30 days of Cofiroute USA providing written notice to the Agencies that
Work is completed. If Agencies’ fail to object to Work within 30 days, the Work will be deemed
satisfactorily completed and Cofiroute USA untitled to payment.
7. Personnel.
(a) Cofiroute USA shall maintain a local maintenance force consisting of a sufficient
number of qualified technicians to insure that, consistent with the terms hereof, Corrective
Maintenance can be performed 24 hours a day, 365 days per year.
(b) Cofiroute USA shall provide one (1) onsite technician, full time (i.e., eight (8)
hours per day, Monday through Friday) and remote monitoring 24 hours a day, 7 days a week.
(c) Cofiroute USA shall designate a senior maintenance technician as the lead for
purposes of coordination with the Agencies. Designated maintenance personnel shall have
adequate experience and/or training in servicing software similar in nature to that which is to be
maintained in the RAMS Derivative. Personnel not experienced in a specific maintenance
function shall be supervised by an experienced worker until a sufficient level of experience has
been gained to allow unsupervised activity.
8. Manuals.
(a) Cofiroute USA shall maintain an electronic database which shall also be made
available to the Agencies. The (“Maintenance Guide”) shall:
(1) provide complete detailed technical descriptions of maintenance operations, including, but not limited to: (i) preventive maintenance schedule; (ii) trouble-shooting techniques; (iii) corrective measures, both temporary and permanent; (iv) maintenance techniques; and (v) location and availability of related support services;
(2) include a general description, theory of operation, operator instructions, installation, test and troubleshooting procedures for the RAMS Derivative.
9. Termination.
(a) Notwithstanding anything in this Maintenance Agreement to the contrary, this
Maintenance Agreement shall be deemed to have terminated automatically and without further
notice upon the occurrence of any of the following:
(i) Expiration of the Term in accordance with the terms of this Maintenance
Agreement.
(ii) Either party hereto shall be, or be deemed to be, in material breach of such
party’s obligations arising under this Maintenance Agreement; provided, that the breaching party
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shall have failed to cure the breach on or before the expiration of thirty (30) days after such
party’s receipt of a written notice from the non-breaching party describing the alleged breach with
reasonable certainty.
(iii) OCTA shall have ceased to hold a franchise from the California
Department of Transportation to operate the 91 Express Lanes or RCTC shall have exited from
the California Department of Transportation Toll Facilities Agreement.
(iv) The Joint License Agreement shall have been terminated for any reason.
(b) Termination of the ORCOA shall not result in the termination of this Maintenance
Agreement subject to renegotiation of the Annual Maintenance Fee.
(c) If the Maintenance Agreement is still in effect at the expiration of the Operating
Agreement, then the Joint License Agreement shall be renegotiated in accordance with provisions
included in the Joint License Agreement, unless Agencies provide Cofiroute USA with written
notice of termination of the Maintenance Agreement.
10. Agencies’ Responsibilities. During the Term of this agreement, Agencies will provide
Cofiroute USA’s maintenance technicians with adequate facilities, furniture, and reasonable
access to general office equipment.
11. Miscellaneous.
(a) Recitals. The Recitals are incorporated herein and made a part hereof.
(b) Notices. Unless otherwise provided in this Maintenance Agreement, any notice
required or permitted by this Maintenance Agreement to be given to either party shall be deemed
to have been duly given if in writing and delivered personally or mailed by first-class, registered,
or certified mail, postage prepaid and addressed:
To OCTA: Orange County Transportation Authority 550 S. Main Street Orange, CA 92868 Attn: Darrell Johnson, Chief Executive Officer To RCTC Riverside County Transportation Commission 4080 Lemon Street, 3rd Floor P.O. Box 12008 Riverside, CA 92502-2208 Attn: Anne Mayer, Executive Director
(c) Amendments. No amendment or modification of this Maintenance Agreement
shall be effective unless the same shall be in a writing duly executed by all three Parties hereto.
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(d) Nonwaiver. No failure to exercise, and no delay in exercising, a right, power, or
privilege hereunder on the part of any Party shall operate as a waiver of any such right, power, or
privilege. No single or partial exercise of any right, power, or privilege hereunder shall preclude
its further exercise.
(e) Attorneys’ Fees. If any Party hereto commences any legal action to enforce the
terms of this Maintenance Agreement, then the prevailing Party(ies) therein shall be entitled to
reasonable attorneys’ fees in addition to any other relief to which those Party(ies) may be entitled.
(f) Severability. If any part of this Maintenance Agreement shall be finally adjudged
by a court of competent jurisdiction to be void, invalid or unenforceable, then that part of this
Maintenance Agreement shall be deemed severed herefrom; and the remainder of this
Maintenance Agreement shall remain fully valid and enforceable as though the void, invalid or
unenforceable part of this Maintenance Agreement were never a part hereof.
(g) Governing Law. This Maintenance Agreement shall be deemed to have been
made in, and shall be construed pursuant to, the internal laws of the State of California, without
resort to principles of conflicts of choice of law.
(h) Entire Agreement. This Maintenance Agreement is the final, complete and
exclusive statement of the parties’ agreement concerning the maintenance of the RAMS
Derivative; it supersedes and cancels all previous written and oral agreements, understandings,
representations, undertakings and communications relating to the maintenance of the RAMS
Derivative.
12. Dispute Resolution.
(a) Administrative Dispute Resolution. Any dispute arising under the terms of this
Maintenance Agreement which is not disposed of within a reasonable period of time by the
Agencies’ officers and Cofiroute USA’s officers normally responsible for the administration of
this Maintenance Agreement shall be brought to the attention of Agencies’ respective Chief
Executive Officer or Executive Director and Cofiroute USA’s Chief Executive Officer for joint
resolution. At the request of any party, Cofiroute USA shall provide a forum for discussion of the
disputed item(s), at which time Agencies’ Chief Executive Officer or Executive Director and
Cofiroute USA’s Chief Executive Officer shall use reasonable efforts to resolve such dispute. If
resolution cannot be reached by such persons, then either party may seek resolution through the
procedures provided below.
(b) Arbitration. Any dispute arising under this Maintenance Agreement shall, if the
same has not been satisfactorily resolved under Section 12(a) hereof, be resolved by binding
arbitration in Orange County, California. Such arbitration shall be conducted in accordance with
the then-current American Arbitration Association rules for commercial arbitration. Either party
may demand such arbitration by giving written notice thereof to the other party; provided, that the
party giving such notice shall name therein an Arbitrator. Within twenty (20) days thereafter, the
other party shall by written notice to the original party appoint a second Arbitrator. The
Arbitrators thus appointed shall, within fifteen (15) days after the appointment of the second
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Arbitrator, appoint a third Arbitrator; and such three Arbitrators shall promptly attempt to resolve
such dispute; provided, that:
(i) If the second Arbitrator shall not have been appointed as aforesaid, then the
first Arbitrator shall alone proceed to determine such matter.
(ii) If the two Arbitrators appointed by the parties shall be unable to agree upon
the selection of such third Arbitrator within fifteen (15) days after the appointment of the second
Arbitrator, then they or either of them shall give written notice of such failure to the parties; and if
the parties fail to agree upon the selection of such third Arbitrator within fifteen (15) days after
the Arbitrators appointed by the parties give notice as aforesaid, then the third such Arbitrator
shall be appointed by the American Arbitration Association; or on its failure, refusal or inability
to act (for conflict of interest or any other reason), the parties may apply for such appointment to
a court of competent jurisdiction.
(iii) The Parties may present to the Arbitrators, in support of their respective
positions, any evidence made admissible under the laws of the State of California.
(iv) The Arbitrators may not: make any determination inconsistent with any of
the terms of this Maintenance Agreement, or deprive any Party thereto of any right in this
Maintenance Agreement, or decide any matter other than the specific issue referred to arbitration
as herein provided, or make any award of punitive damages.
(v) The determination of the majority of the Arbitrators, or a sole Arbitrator,
(as the case may be) shall be conclusive upon the Parties. The Arbitrators, or the sole Arbitrator,
(as the case may be) shall give written notice to the Parties stating their or his determination, and
shall deliver to each Party a signed copy thereof.
(vi) Each Party shall pay the fees and expenses of the Arbitrator appointed by
such Party and one-third of the other expenses of the arbitration properly incurred hereunder.
Judgment on the award may be entered in any court of competent jurisdiction.
13. Indemnification. Cofiroute USA shall indemnify, defend and hold harmless Licensees,
its officers, employees and agents from and against any and all claims (including attorney’s fees
and reasonable expenses for litigation and settlement) for any loss and damages, bodily injuries,
including death, damage to or loss of property, arising out of or related to a breach by Cofiroute
USA of this Maintenance Agreement. Cofiroute USA’s maximum aggregate monetary liability to
Licensee(s) for any and all damages arising out of or related to any and all breaches by Cofiroute
USA of this Maintenance Agreement or the License Agreement, and for indemnification of the
Licensee(s) pursuant to this Section 13, including the Operating Agreement and all Exhibits, shall
be as follows:
(a) If, at the time a claim arises, the Operating Agreement, this Maintenance
Agreement and the License Agreement are all in force, then the maximum aggregate monetary
liability shall not exceed the sum of Five Million Dollars ($5,000,000.00).
(b) If, at the time a claim arises, both this Maintenance Agreement and the License
Agreement, but not the Operating Agreement, are in force then the maximum aggregate monetary
liability shall not exceed the sum of Seven Hundred Thousand Dollars ($700,000.00).
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WHEREFORE, the Parties hereto have executed and delivered this Maintenance Agreement as of the date first written above. COFIROUTE USA, LLC, a Delaware limited liability company By ___________________________________ Gary L. Hausdorfer Chief Executive Officer ORANGE COUNTY TRANSPORTATION AUTHORITY, a California public entity By ___________________________________ Anne Mayer Executive Director RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a California public entity By ___________________________________ Darrell Johnson Chief Executive Officer
Schedule A (Preventive Maintenance) Schedule B Exhibit 1 to Schedule B (Cure Time Schedule) Schedule C Rate Schedule
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Schedule A
Preventative Maintenance Schedule
The schedule for preventative system maintenance is as follows:
Servers Receive Maintenance on a 30-Day Cycle
System restarts ensure that memory is defragmented, all memory pools are reverted to a default
state and systems can be restarted and returned to normal operating mode on a routine basis.
The regular application of patches is also part of preventative maintenance. All patches are first
applied to Staging and QA systems where the impact can be validated. For efficiency purposes,
server resets/reboots are typically timed to coincide with patch application, so that the systems
will restart and operate properly once patches have been applied.
During maintenance activity automated processes – virus scanners, disk defragmentation, and
index optimization are validated.
System Checks
System checks are performed daily to check that all systems are functioning properly. These
checks include validation of website integration, IOP, and IVR integration. These checks
proactively seek out possible system failures before they significantly impact on-going
operations.
SQL Maintenance
On a monthly basis automated routines affecting index rebuilds, system statistics, and table
growth are all reviewed. Tables that contain log data and are not essential to maintain system
transactions are purged and pruned.
Server Maintenance Schedule
No maintenance is performed the first week of the month. System Checks are performed, but
servers are not reset. The second week of the month, staging servers receive maintenance. The
third week of the month QA servers receive maintenance and applications receive a brief
validation. The last week of the month Production servers receive maintenance to satisfy the PCI
requirement to apply vendor security patches within 30 days of release.
Backups
Disk backups are performed as routine part of normal operations. In addition, RAMS SQL Server
backups are performed and maintained. The Production Servers support full recovery making use
of full backups weekly, differential backups daily, and transaction logs hourly. Backups are
routinely tested by restoring production backups for QA testing.
Maintenance Schedule
System and Security Patches (P) are released by Microsoft on the second Tuesday of each month
for both servers and workstations. These updates are typically comprised of patches for the
Operating System, Windows components and applications.
Server Reboots (R) are typically required after patches are applied to a server or workstation and
scheduled accordingly.
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Reboots specific to the bimonthly Mailroom Toolkit Architect installation (M) are required on
certain servers.
QA/STG Servers
IP Week
1
Week
2
Week
3 Week 4
vsvrSTG04 10.66.2.183
P/R M
sramsDB2 10.66.2.31
P/R
vsvrQ05rams 10.75.2.65
P/R M
Production Servers
IP
Week 1
Week
2
Week
3 Week 4
sramZCS1 10.75.1.28
P/R
sramZCS2 10.75.1.29
P/R
vsvrRAMS3 10.75.2.75
P/R/M
sramzcsDTC 10.75.1.62
P/R
vsvrTRIPP3 10.75.3.175
P/R
vramsENC 10.75.3.67
P/R
vsvrPDF3 10.75.3.35
P/R
vsvrDMV01 10.66.2.69
P/R
vsvrREPOS3 10.75.3.105
P/R
vsvrREPORT 10.75.3.99
P/R
sramsAPP2 10.66.2.45 P/R
vsvrREPOS 10.75.3.100 P/R
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SCHEDULE B
CORRECTIVE MAINTENANCE SCHEDULE
Cofiroute USA shall perform the following Corrective Maintenance:
(i) Provide the required levels of support in accordance with industry
standards and practices to minimize any disruption to the operation of the RAMS.
(ii) Initiate work on all problems requiring Corrective Maintenance
within two (2) hours from detection of the problem.
(iii) Use best efforts to restore all functionality which was lost and/or
malfunctioning to service within 24 hours; provided, that Cofiroute USA shall make all repairs
necessary to complete the Corrective Maintenance according to the Cure Time Schedule
(Exhibit 1 to this Schedule B).
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EXHIBIT 1 TO SCHEDULE B CURE TIME SCHEDULE Category Definition Target Action
1 Business Critical. Production use of the system is not possible and no workaround exists. Customer requires resolution urgently due to financial, legal and public risk exposure.
Initial response within 2 hours. Resource assigned immediately and remains assigned until resolution. Target Resolution: 8 hours.
2 Production use of the system is possible, but a business function is disabled and no workaround exists. This category also applies to problems which severely impact the progress of an implementation project where no workaround exists.
Initial response within 4 hours. Resource assigned within one day and remains assigned until resolution. Target Resolution: 48 hours.
3 Production use of the system is possible, but a workaround is unacceptable for more than a short period due to the frequency of the affected function’s usage and the criticality of the function. This category also applies to problems which severely impact implementation projects where there is an unacceptable long term workaround.
Initial response within one working day. Resource assigned within a day. Target Resolution: 10 Business Days
4 All others. Production and/or implementation is not impacted severely for one of the following reasons:
(c) an acceptable workaround exists;
(d) the problem is resolved onsite;
(e) the problem is not severe; or
(f) the extent of the problem is limited.
Resolved as time permits, and made available as part of a regularly scheduled maintenance release.
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SCHEDULE C RATE SCHEDULE The fully burden rate is $180 USD per hour, no additional increase for benefits or overhead. Rate is for normal business hours and is exclusive of travel and living expense, and no overtime. This rate is valid for the first year of maintenance and is subject to escalation adjustment beginning on the first anniversary of this Maintenance Agreement, and continuing on each annual anniversary thereafter during the term of this Maintenance Agreement, the annual maintenance fee shall be adjusted in the same manner and by the same percentage as the ORCOA Agreement is escalated.
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SOFTWARE LICENSE AGREEMENT
This Software License Agreement (this “License Agreement”) is entered into and is
effective as of _________, 2017 (“Effective Date”), by and amongst Cofiroute USA, LLC, a
Delaware limited liability company (“Cofiroute”), Riverside County Transportation Commission,
a California public entity (“RCTC”), and Orange County Transportation Authority, a California
public entity (“OCTA”). RCTC and OCTA are sometimes referred to herein, collectively, as
“Licensees”.
R E C I T A L S
A. Under the authority of California Streets and Highways Code Section 143, OCTA holds a
franchise from the California Department of Transportation (“CalTrans”) to operate that
portion of that certain private toll road located generally in the median of State Route 91
and situated in the County of Orange, State of California (the “OCTA 91 Express Lanes”).
B. Under the authority of California Streets and Highways Code Section 143, RCTC has
entered into a Toll Facilities Agreement Including Real Property Lease with CalTrans to
operate that portion of that certain toll road located or to be located generally in the
median of State Route 91 and situated in the County of Riverside, State of California (the
“RCTC 91 Express Lanes”).
C. The OCTA 91 Express Lanes and the RCTC 91 Express Lanes are referred to herein,
collectively, as the “91 Express Lanes”.
D. Cofiroute has entered into a three party agreement with Licensees for the operation and
maintenance of the 91 Express Lanes for and on behalf of Licensees (OCTA Agreement
No. C-3-1529; RCTC Agreement No. 13-31-105-00), dated May 24, 2013 (the “Operating
Agreement”).
E. Cofiroute has previously developed on behalf of OCTA and owns and/or has the right to
license certain software generally described as a back-office revenue and account
management system (“RAMS”) that was tailored to the unique requirements of the OCTA
91 Express Lanes.
F. RCTC and Cofiroute have entered into that certain Electronic Toll and Traffic
Management Systems Integration and Implementation Agreement (RCTC Agreement 14-
31-071-00), dated March 1, 2014, as amended (“ETTM Agreement”) pursuant to which
Cofiroute is developing certain modifications to the RAMS required by the Licensees, as
set forth in the ETTM Agreement and its Scope of Work.
G. The existing RAMS software, as modified and accepted upon completion of final design
review under the ETTM Agreement, and all future enhancements thereto, is referred to
herein as the “Software” which Software will be used in connection with the operation of
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the 91 Express Lanes.
H. Concurrent with execution of this License Agreement, Licensees and Cofiroute will
mutually execute and deliver a Software Maintenance Agreement pertaining to the
Software (the “Maintenance Agreement”), and a Software Escrow Agreement pertaining
to the Software (the “Escrow Agreement”), both in such form as agreed upon by the
parties.
I. Cofiroute desires to license the Software to Licensees on a nonexclusive basis, and
Licensees desire to accept such license from Cofiroute, all subject to the provisions of this
License Agreement.
NOW, THEREFORE, for valuable and adequate consideration, the receipt of which is
hereby acknowledged, the parties hereto agree as follows:
1. Grant of License; Limitations.
1.1. License. Subject to the provisions of this License Agreement, Cofiroute
grants to Licensees, and Licensees hereby accept, a nontransferable, non-exclusive
license to use the Software on the computer hardware and software described on Exhibit
1, attached hereto (collectively, the “Designated Hardware”) and located at: (a)
Licensees’ facilities at 180 N. Riverview Drive, Suite 200, Anaheim, CA 92808; (b) the
eastbound and westbound toll booths for the 91 Express Lanes; (c) Licensees’ Customer
Service Center located in Corona, California (and any subsequent Customer Service
Center for the 91 Express Lanes); (d) OCTA’s offices at 550 S. Main Street, Orange, CA
92868 and OCTA store; and (e) RCTC’s offices at 4080 Lemon Street, 3rd Floor
Riverside, CA 92501 (collectively, the “Sites”) (the “License”).
1.2. Use. Licensees shall use the Software only at the Sites and only in
conjunction with the Licensees’ or Cofiroute’s operation of the 91 Express Lanes.
1.3. Designated Hardware.
1.3.1. Except as expressly stated in this License Agreement, Licensees
shall use the Software solely on the Designated Hardware. If, at any time during the
term of the License, Licensees cannot use the Designated Hardware because of
equipment, software, or other malfunction, then Licensees, or either of them, may
temporarily install and use the Software on hardware purchased by Licensees other
than the Designated Hardware; provided, that
1.3.1.1. The other hardware shall meet or exceed the specifications
for the Designated Hardware as described on Exhibit 1 to this License
Agreement;
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1.3.1.2. Before installing or using the Software on such other
hardware, Licensees (or either of them, as applicable) shall have obtained
Cofiroute’s written consent to such installation and use; provided, that
Cofiroute shall not unreasonably withhold such consent;
1.3.1.3. The validity of such consent shall be conditioned on
Licensees’ continuing and diligent prosecution, during the term of such license,
of the restoration of the Designated Hardware to operation; and
1.3.1.4. Immediately on the return of the Designated Hardware to
operation, Licensees shall cease using the Software on, and shall remove the
Software from, such other hardware; and Cofiroute’s consent to use the
Software on such other hardware shall terminate and be of no further force or
effect.
1.3.2. Licensees shall not install or use the Software on any hardware that
has been selected as a replacement for the Designated Hardware without Cofiroute’s
express prior written consent; provided, that Cofiroute shall not unreasonably
withhold such consent if the replacement hardware shall meet or exceed the
specifications set forth in Exhibit 1, attached hereto.
1.4. Copies.
1.4.1. Licensees shall not, without Cofiroute’s prior, written consent, copy
any portion of the Software or any of the Documentation, as defined herein,
delivered to Licensees pursuant to this License Agreement. Notwithstanding the
foregoing, Licensees shall have the right to copy the Documentation solely to the
extent required for independent valuation and verification testing efforts of
Licensees.
1.4.2. Licensees shall not remove the Software or any Documentation (as
defined herein) from the Sites.
1.5. Responsibility. Subject to the provisions of this License Agreement,
Cofiroute shall be responsible for: (a) assuring proper configuration of the Designated
Hardware and related equipment or devices to accommodate the Software; and (b)
establishing adequate methods for operating and using the Software.
1.6. Term. Subject to the provisions of Section 6 hereof, the License’s Term
shall be as follows:
1.6.1. The License shall commence as of the date first set forth above, and
shall continue thereafter in full force and effect through and including June 30, 2021
(the “Initial Term”).
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1.6.2 If the License is still in effect at the expiration of the Operating Agreement, then
the License shall continue thereafter until Licensees (or either of them, in which case termination
shall apply only to the terminating party) provide Cofiroute with written notice of termination.
1.6.3 The Initial Term and the subsequent term provided in Section 1.6 are collectively
referred to herein as the “Term.”
2. Property Rights; Security.
2.1. Title. As between Cofiroute and Licensees title to the Software shall at all
times remain with Cofiroute.
2.2. Nondisclosure; Security.
2.2.1. Licensees acknowledge that the Software and all Documentation is
confidential in nature and constitute trade secrets belonging to Cofiroute. At all
times during the Term and after the expiration thereof, Licensees shall: (a) hold in
trust for Cofiroute’s benefit, the Software and all Documentation delivered to it; and
(b) not, directly or indirectly, sell, rent, license, distribute, transfer, disclose or permit
the sale, rental, licensing, distribution, transfer or disclosure of the Software, any
Documentation and/or the contents of any of them to any other person or entity,
except as required by law.
2.2.2. Licensees shall keep the Software and all Documentation delivered
to it in a secure place at the Sites; and shall place and maintain the same under access
and use restrictions that are both (a) sufficient to prevent disclosure of the same to
unauthorized persons, and (b) not less strict than those applied by Licensees to other
data designated by Licensees as confidential.
2.3. Copyrights and Other Marks. Licensees shall not remove, deface, or
destroy any copyright, patent notice, trademark, service mark, other proprietary
markings, or confidential legends placed on or within the Software or any Documentation
delivered to it.
3. Payment.
3.1. Fee Payment. For so long as Cofiroute is operating the 91 Express Lanes
pursuant to the Operating Agreement, as may be amended from time to time, for each
year during the Term, Licensees shall pay Cofiroute an annual aggregate fee of
$175,000.00 (the “Annual Fee”) payable in twelve (12) equal monthly installments of
$7,292.00 by each of the Agencies commencing on the Effective Date and on the same
day each month thereafter during the Term or any extension thereof. RCTC and OCTA
shall each pay one-half of the Annual Fee to Cofiroute in accordance with the foregoing
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requirements.
3.1.1 Notwithstanding the foregoing, any fee previously paid by OCTA under its license
agreement for the RAMS, entered into between OCTA and Cofiroute prior to the date hereof,
shall be prorated and deducted from the initial Annual Fee payment owed by OCTA under this
License Agreement.
3.1.2 In the case of a termination of this License Agreement as applies only to RCTC or
OCTA, the Annual Fee shall be adjusted to provide for an Annual Fee of $100,000.00 for the
party to which this License Agreement shall continue to apply, and of $100,000.00 should Section
3.2 apply to such party during the term.
3.2. Annual Fee Adjustment. If the Operating Agreement shall have been
terminated for any reason, then the Annual Fee shall be increased to $200,000.00for each
year thereafter (prorated for a fractional year) that the License Agreement remains in
effect; which increased fee shall commence and be payable in the manner set forth in 3.1
above and continuing thereafter on the same day for each month thereafter and subject
to 3.1.2.
4. Delivery, Installation.
4.1. Delivery. Delivery of the Software to the Sites together with user
documentation (User Guide, Configuration Guide and Operations Guide) for the
Software shall be prepared and completed in accordance with the requirements of the
ETTM Agreement, and any additional requirements of OCTA, and provided in numbers
that are reasonably sufficient to enable Cofiroute, as Licensees’ operator, to use the
Software in the ordinary course of the operation of the 91 Express Lanes (the
“Documentation”). Other than as expressly set forth in the ETTM Agreement, this
License Agreement and/or the Escrow Agreement, Cofiroute shall have no obligation
whatsoever to deliver to Licensees, and Licensees shall have no right to receive, any
copies of the Software, or any source code or architecture of functional specifications
therefor, or any Documentation.
4.2. Risk of Loss. If the Software or any Documentation is lost or damaged
during initial shipment to the Sites, then Cofiroute shall replace it at no additional charge
to Licensees. If the Software or any Documentation is lost or damaged while in
Licensees’ possession, then Cofiroute shall replace it on payment by OCTA or RCTC, as
appropriate, to Cofiroute of Cofiroute’s cost of reproduction.
4.3. Installation.
4.3.1. Cofiroute Duties. Cofiroute shall install the Software on the
Designated Hardware pursuant to the terms of the ETTM Agreement and this
License Agreement at the Sites and at such additional locations as Licensees may
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reasonably request; subject, however, to the provisions of Section 1.2 of this License
Agreement.
4.3.2. Licensees’ Duties. Licensees shall make available to Cofiroute, for
installation of the Software pursuant to the ETTM Agreement, the Designated
Hardware and such additional equipment and facilities, including the 91 Express
Lanes Facilities owned by Licensees as may be reasonably necessary to achieve
installation and cutover of the Software. Licensees shall take such commercially
reasonable actions as Cofiroute may require in order to enable Cofiroute to achieve
both migration of all data and cutover from the existing RAMS to the Software on or
before the date or time period set forth in the Project Schedule included in the ETTM
Agreement.
5. Warranty and Warranty Service.
5.1. Title. Subject to the provisions of Sections 5.1.3, Cofiroute warrants and
represents to Licensees as follows:
5.1.1. Cofiroute has the right to license the Software to Licensees.
5.1.2. If the Software shall become, or in Cofiroute’s opinion is likely to
become, the subject of a claim of infringement of a copyright or patent, then
Cofiroute may obtain for Licensees the right to continue using the Software, or
replace or modify the Software to render it noninfringing.
5.1.3. Cofiroute shall not be obligated to indemnify Licensees against
claims or liability arising out of or related to either (a) Licensees’ modification or
conversion of the Software and/or the subsequent use of any such modification or
conversion, or (b) Licensees’ use or combination of the Software with programs or
data not supplied or approved by Cofiroute, provided that if (a) or (b) of the
foregoing applies only to OCTA or RCTC, and not both, Cofiroute shall still be
required to indemnify the party that has not taken the actions described in (a) or (b).
5.2. Design, Workmanship and Materials.
5.2.1. Operating Warranties. For a period beginning on Effective Date
and continuing for so long as both the Operating Agreement and the Maintenance
Agreement shall remain in full force and effect (the “Warranty Period”), Cofiroute
warrants as follows with respect to the operation of the Software (the “Operating
Warranties”):
5.2.1.1. The Software shall conform to the Scope of Work in the
Attachment B to the ETTM Agreement (“Scope of Work”).
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5.2.1.2. The installation of the Software was performed in
accordance with professional standards generally accepted in the industry.
5.2.1.3. The Software will be free of material defects or errors which
substantially affect performance of the ETTM System.
5.2.2. Limitation. Provided that the Software conforms to the Scope of
Work, Cofiroute does not warrant or represent that the Software is error free or bug
free, or that Licensees will be able to use the Software without problems or
interruptions; or that the Software and any equipment on which the Software is used
will be free from vulnerability to attack on the network, including viruses and other
techniques for attacking networks; provided, that nothing in this Section 5.2.2 shall
in any way either (a) abate, diminish or extinguish, in whole or in part, Cofiroute’s
duties herein; or (b) excuse any breach by Cofiroute of any of its obligations arising
hereunder.
5.2.3. Applicability of Operating Warranties to Re-Done Work. The
Operating Warranties shall apply to all portions of the Software corrected pursuant to
this Section 5.2.
5.2.4. Exclusion. Cofiroute shall not be responsible for any damages
caused by the abuse, misuse, or unauthorized modifications or repairs of the
Software by Licensees (or either of them), their agents or third parties unrelated to
Cofiroute. Any repairs necessitated by such abuse, misuse, unauthorized
modifications or repairs shall be at OCTA’s or RCTC’s sole cost, as applicable.
5.2.5. Warranty Repairs.
5.2.5.1. Within twenty-four (24) hours of receipt by Cofiroute of
notice from Licensees (or either of them) specifying a failure of the Software to
satisfy any of the Operating Warranties, Licensees (or either of them) and
Cofiroute shall mutually agree how and by when Cofiroute shall remedy such
failure, using the Cure Time Schedule which is attached hereto as Exhibit 2;
provided, that in cases of an emergency requiring immediate curative action,
the parties hereto shall so agree immediately upon notice to or by Licensees (or
either of them) of such emergency.
5.2.5.2. Cofiroute shall complete all warranty repair work under this
Section 5.2 within the applicable time for such work on the Cure Time
Schedule; provided, that if the parties hereto are unable, within the applicable
time provided herein, to agree on the cure time applicable to any item of
warranty repair work, then Cofiroute shall complete the said work within the
cure time specified by Licensees (or either of them) (so long as Licensees shall
have specified a cure time set forth in the Cure Time Schedule).
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5.2.5.3. If Cofiroute shall have failed to complete such warranty
repair work within the applicable time prescribed herein, then, subject to the
provisions hereof and after notice to Cofiroute, Licensees may, at Cofiroute’s
cost, perform such work or have it performed by reasonably qualified third
parties.
5.2.5.4. If the parties are unable to resolve the following disputes by
mutual agreement, then they shall do so under the provisions of Section 8: (a)
Cofiroute’s liability, if any, for the cost of performance of warranty work by
Licensees as provided herein; and (b) Cofiroute’s right, if any, to
reimbursement of reasonable additional costs reasonably incurred by it in
completing the warranty repair work within the time frame specified by
Licensees.
6. Default and Termination.
6.1. Licensees. On the occurrence of any of the following, Licensees shall be
deemed to be in material breach of this License Agreement, provided that if such
occurrence is caused by RCTC or OCTA, individually, then only the party responsible
for the occurrence shall be held responsible for such occurrence:
6.1.1. Licensees shall have failed or refused to pay when due, ten (10)
days after written notice from Cofiroute of such failure, any sums of money coming
due to Cofiroute from Licensees under the terms of this License Agreement.
6.1.2. Licensees shall have breached any of their obligations arising under
Sections 1.4 and/or 2.2 of this License Agreement, and Cofiroute shall have provided
Licensees with ten (10) days’ notice of such breach and opportunity to cure.
6.1.3. Licensees shall have failed or refused, within ten (10) days after
written notice from Cofiroute, to perform or observe any of their obligations arising
under this License Agreement other than pursuant to Sections 1.4 and/or 2.2 hereof,
and not involving the payment of money to Cofiroute.
6.1.4. A receiver, trustee in bankruptcy, or similar officer shall have been
appointed to take charge of all or any part of Licensees’ property.
6.1.5. Licensees shall have filed a petition for relief under the provisions
of the Bankruptcy Code (11 U.S.C. §§ 101 et seq.), or such a petition shall have been
filed against Licensee.
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6.2. Termination.
6.2.1. The License shall be deemed to have terminated automatically and
without further notice upon the occurrence of any of the following:
6.2.1.1. Expiration of the Term in accordance with the terms of this
License Agreement.
6.2.1.2. As applies to RCTC only, RCTC shall be, or be deemed to
be, in material breach of this License Agreement.
6.2.1.3. As applies to OCTA only, OCTA shall be, or be deemed to
be, in material breach of this License Agreement.
6.2.1.4. As applies to RCTC only, RCTC’s right to operate the
RCTC 91 Express Lanes under the Toll Facilities Agreement shall have
terminated.
6.2.1.5. As applies to OCTA only, OCTA’s right to operate the
OCTA 91 Express Lanes under its franchise shall have terminated.
6.2.2. Termination of the Operating Agreement shall not result in
termination of this License Agreement.
6.2.3. Licensees, or either of them, in which case termination shall apply
only to the terminating party, may terminate this License Agreement if Cofiroute
shall be, or be deemed to be, in material breach of this License Agreement. The
terminating party shall provide Cofiroute with written notice of termination setting
forth the effective date thereof.
6.3. Effect of Termination. Immediately upon the termination of the License,
Licensees shall: (a) remove the Software from the Designated Hardware; and (b) return
the Software and all Deposit Materials and Additional Deposits (as those terms are
defined in the Escrow Agreement) then in Licensee’s possession to Cofiroute together
with (i) all Documentation in Licensee’s possession and related to the Software, and (ii) a
written certification from Licensees’ Managing Director, under penalty of perjury,
attesting to Licensees’ performance of their obligations under this Section 6.3. If
termination of the License applies only to RCTC or OCTA, and not both parties, then the
foregoing shall only apply to the party for which the License has terminated, and the
License shall continue in effect as pertains to the other party.
6.4. Remedies. The rights and remedies of each party provided in this Section
6 are in addition to any other rights and remedies provided by law or under this License
Agreement.
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6.5. Indemnification. Cofiroute shall indemnify, defend and hold harmless
Licensees, their officers, employees and agents from and against any and all claims
(including attorney’s fees and reasonable expenses for litigation and settlement) for any
loss or damages, bodily injuries, including death, damage to or loss of property, arising
out of or related to a breach by Cofiroute of this License Agreement. Cofiroute’s
maximum aggregate monetary liability to Licensees for any and all damages arising out
of or related to any and all breaches by Cofiroute of this License Agreement or the
Maintenance Agreement, and for indemnification of Licensees pursuant to this Section
6.5, including the Operating Agreement and all Exhibits, shall be as follows:
6.5.1 If, at the time a claim arises, either (a) the Operating Agreement, this
License Agreement and the Maintenance Agreement are all in force; or (b) both the
Operating Agreement and this License Agreement, but not the Maintenance Agreement,
are in force; or (c) the Operating Agreement alone is in force; then the said maximum
aggregate monetary liability, which shall apply separately to RCTC and OCTA, shall not
exceed the sum of Five Million Dollars ($5,000,000.00) each.
6.5.2 If, at the time a claim arises, both this License Agreement and the
Maintenance Agreement, but not the Operating Agreement, are in force, then the said
maximum aggregate monetary liability, which shall apply separately to RCTC and OCTA,
shall not exceed the sum of Seven Hundred Thousand Dollars ($700,000.00) each.
6.5.3 If, at the time a claim arises, this License Agreement alone is in force,
then the said maximum aggregate monetary liability, which shall apply separately to
RCTC and OCTA, shall not exceed the sum of Two Hundred Thousand Dollars
($200,000.00) each.
6.6. Cofiroute shall indemnify, defend and hold harmless Licensees, their
officers, employees and agents from and against any and all claims (including attorney’s
fees and reasonable expenses for litigation or settlement) for any loss or damages, bodily
injuries, including death, damage to or loss of property, arising out of or related to a
breach by Cofiroute of this License Agreement. Cofiroute’s maximum aggregate
indemnification of Licensees, which shall apply separately to RCTC and OCTA,
including the Operating Agreement and all Exhibits, shall be Five Million Dollars
($5,000,000) each, as provided in Paragraph D of Article 19 Indemnification of the
Operating Agreement.
7. General Terms and Conditions.
7.1. Recitals. The Recitals are incorporated herein and made a part hereof.
7.2. Notices. Unless otherwise provided in this License Agreement, any notice
required or permitted by this License Agreement to be given to any party hereunder shall
be deemed to have been duly given if in writing and delivered personally or mailed by
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first-class, registered, or certified mail, postage prepaid and addressed:
To Cofiroute:
To Licensee:
Cofiroute USA, LLC
20 Pacifica, Suite 420
Irvine, CA 92618
Attn: Gary L. Hausdorfer, President and Chief
Executive Officer
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attn: Anne Mayer, Executive Director
Orange County Transportation Authority
550 S Main St.
Orange, CA 92868
Attn: Darrell Johnson, Chief Executive Officer
7.3. Assignment of Contract. Licensees shall not, without Cofiroute’s prior
written consent, assign, delegate or otherwise transfer any of its rights or duties under this
License Agreement; including without limitation, the License and the Software obtained
pursuant to this License Agreement. Any attempted assignment, delegation or transfer by
Licensee shall: (a) be null, void and of no force or effect whatsoever; and (b) constitute a
material breach of this License Agreement by Licensees.
7.4. Amendments. No amendment or modification of this License Agreement
shall be effective unless the same shall be in a writing duly executed by both parties
hereto.
7.5. Nonwaiver. No failure to exercise, and no delay in exercising, a right,
power, or privilege hereunder on the part of any party hereunder shall operate as a waiver
of any such right, power, or privilege. No single or partial exercise of any right, power,
or privilege hereunder shall preclude its further exercise.
7.6. Severability. If any part of this License Agreement shall be finally
adjudged by a court of competent jurisdiction to be void, invalid or unenforceable, then
that part of this License Agreement shall be deemed severed herefrom; and the remainder
of this License Agreement shall remain fully valid and enforceable as though the void,
invalid or unenforceable part of this License Agreement were never a part hereof.
7.7. Governing Law. This License Agreement shall be deemed to have been
made in, and shall be construed pursuant to, the internal laws of the State of California,
without resort to principles of conflicts of choice of law.
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7.8. Entire Agreement. This License Agreement is the final, complete and
exclusive statement of the parties’ agreement concerning the Software; and it supersedes
and cancels all previous written and oral agreements, understandings, representations,
undertakings and communications relating to the Software.
8. Dispute Resolution.
8.1. Administrative Dispute Resolution. Any dispute arising under the terms
of this License Agreement which is not disposed of within a reasonable period of time by
the Licensees' officers and Cofiroute’s officers normally responsible for the
administration of this License Agreement shall be brought to the attention of RCTC’s
Executive Director, OCTA’s Chief Executive Officer and Cofiroute’s President for joint
resolution. At the request of any party hereunder, Cofiroute shall provide a forum for
discussion of the disputed item(s), at which time RCTC’s Executive Director, OCTA’s
Chief Executive Officer and Cofiroute’s President shall use reasonable efforts to resolve
such dispute. If resolution cannot be reached by such persons, then either party may seek
resolution through the procedures provided below.
8.2. Arbitration. Any dispute arising under this License Agreement shall, if
the same has not been satisfactorily resolved under Section 8.1 hereof, be resolved by
arbitration in Orange County, California. Such arbitration shall be conducted in
accordance with the then-current American Arbitration Association rules for commercial
arbitration. Licensees or Cofiroute may demand such arbitration by giving written notice
thereof to the other party; provided, that Licensees or Cofiroute, whichever is the party
giving such notice, shall name therein an Arbitrator. Within twenty (20) days thereafter,
the other party (either Licensees or Cofiroute, as applicable) shall by written notice to the
original party appoint a second Arbitrator. The Arbitrators thus appointed shall, within
fifteen (15) days after the appointment of the second Arbitrator, appoint a third
Arbitrator; and such three Arbitrators shall promptly attempt to resolve such dispute;
provided, that:
8.2.1. If the second Arbitrator shall not have been appointed as aforesaid,
then the first Arbitrator shall alone proceed to determine such matter.
8.2.2. If the two Arbitrators appointed by the parties shall be unable to
agree upon the selection of such third Arbitrator within fifteen (15) days after the
appointment of the second Arbitrator, then they or either of them shall give written
notice of such failure to the parties; and if the parties fail to agree upon the selection
of such third Arbitrator within fifteen (15) days after the Arbitrators appointed by the
parties give notice as aforesaid, then the third such Arbitrator shall be appointed by
the American Arbitration Association; or on its failure, refusal or inability to act (for
conflict of interest or any other reason), the parties may apply for such appointment
to a court of competent jurisdiction.
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8.2.3. The parties may present to the Arbitrators, in support of their
respective positions, any evidence made admissible under the laws of the State of
California.
8.2.4. The Arbitrators may not: make any determination inconsistent with
any of the terms of this License Agreement, or deprive any party hereto of any right
in this License Agreement, or decide any matter other than the specific issue referred
to arbitration as herein provided, or make any award of punitive damages.
8.2.5. The determination of the majority of the Arbitrators, or a sole
Arbitrator, as the case may be, shall be conclusive upon the parties. The Arbitrators,
or the sole Arbitrator, as the case may be, shall give written notice to the parties
stating their or his determination, and shall deliver to each party a signed copy
thereof.
8.2.6. Each party shall pay the fees and expenses of the Arbitrator
appointed by such party and one-half of the other expenses of the arbitration properly
incurred hereunder. Judgment on the award may be entered in any court of
competent jurisdiction.
8.2.7. If the interests of OCTA and RCTC are adverse as relates to a
dispute, the above process shall be modified such that OCTA and RCTC shall each
have the right to appoint an Arbitrator, and Cofiroute shall have the right to appoint
an Arbitrator. In such case, a third Arbitrator shall not be selected by the first two
Arbitrators, as set forth in Section 8.2, or Section 8.2.2.
WHEREFORE, the parties hereto have executed and delivered this License Agreement as
of the date first written above.
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SIGNATURE PAGE
TO
SOFTWARE LICENSE AGREEMENT
COFIROUTE USA, LLC :
By:
Gary L. Hausdorfer Title: President and
Chief Executive Officer
RCTC:
By:
Anne Mayer, Executive Director
OCTA:
By:
___________________________________
Darrell Johnson, Chief Executive
Officer
EXHIBIT 1 – DESIGNATED HARDWARE
EXHIBIT 2 – CURE TIME SCHEDULE
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EXHIBIT 1
DESIGNATED HARDWARE
Server Operating System: The operating system on all RAMS severs, including the database
server, will be at least Microsoft Windows Server Standard 2008 x64 or latest version available.
Workstation Operating System: The operating system on all workstations will be Windows 7 .
Cofiroute will validate Workstation OS before it can be deployed.
Third Party Software: At the time of implementation a complete suite of required software
needed to support the application will be published at the current time: MS Internet Explorer,
Mozilla Firefox, Adobe Acrobat Reader, etc. as required to enable all functions of RAMS and
RAMS reporting.
Database: The Relational Database Management System used by RAMS will be Microsoft SQL
Server Enterprise 2008 x64 or latest version available.
Hardware: All servers for the RAMS project will be HP based with Intel Xeon. The HP
BladeSystem, HP Servers VMWARE ESX Enterprise will provide the server hardware standard
for RAMS.
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EXHIBIT 2
CURE TIME SCHEDULE
Category Definition Target Action
1 Business Critical. Production use of the system is
not possible and no workaround exists. Customer
requires resolution urgently due to financial, legal
and public risk exposure.
Initial response within 2 hours.
Resource assigned immediately
and remains assigned until
resolution.
Target Resolution: 8 hours.
2 Production use of the system is possible, but a
business function is disabled and no workaround
exists. This category also applies to problems
which severely impact the progress of an
implementation project where no workaround
exists.
Initial response within 2 hours.
Resource assigned within one
day and remains assigned until
resolution.
Target Resolution: 48 hours.
3 Production use of the system is possible, but a
workaround is unacceptable for more than a short
period due to the frequency of the affected
function’s usage and the criticality of the
function. This category also applies to problems
which severely impact implementation projects
where there is an unacceptable long term
workaround.
Initial response within one
working day. Resource
assigned within a day.
Target Resolution: 10 Business
Days
4 All others. Production and/or implementation is
not impacted severely for one of the following
reasons:
(g) an acceptable workaround exists;
(h) the problem is resolved onsite;
(i) the problem is not severe; or
(j) the extent of the problem is
limited.
Resolved as time permits, and
made available as part of a
regularly scheduled
maintenance release.
65
AGENDA ITEM 6D
Agenda Item 6D
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Mark Lancaster, Right of Way Manager
Ruby Arellano, Management Analyst
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreement for Railroad Right of Way Property Maintenance Services
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Award Agreement No. 17-33-028-00 to Joshua Grading & Excavating, Inc.
(Joshua Grading) for railroad right of way (ROW) property maintenance services for a
three-year term, and two one-year options to extend the agreement, in an amount of
$2,750,000, plus a contingency amount of $250,000, for a total amount not to exceed
$3 million;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement, including option years, on behalf of the Commission;
3) Authorize the Executive Director or designee to execute task orders awarded to the
contractor under the terms of the agreements; and
4) Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for these services.
BACKGROUND INFORMATION:
The Commission owns and maintains approximately 24 miles of the operating railroad ROW
within the county of Riverside. The Commission’s maintenance begins at a junction with the
BNSF Railway (BNSF) line north of the city of Riverside and turns southeast along the San Jacinto
Branch Line. The terminus of the line is in the city of Menifee west of Sherman Road. This
corridor is operated by the Southern California Regional Rail Authority (SCRRA) for the Metrolink
commuter trains and by BNSF for freight trains.
To allow for the safe and efficient operation of passenger and freight trains, the ROW needs to
comply with federal, state, and local regulations regarding weed abatement, fire prevention, and
nuisance liability standards. Services required consist of weed abatement and vegetation control
(fire hazard prevention), herbicide and pesticide applications, removal of debris and trash,
fencing and barricade installation and/or repairs, drainage repairs, graffiti abatement and
control, tree trimming and removals, installation/maintenance/repair of railroad signage, and
abatement of illegal structures and shelters and related items, materials and substances
66
Agenda Item 6D
associated with transient or homeless persons trespassing upon the ROW. The abatement of
illegal structures and shelters will be carried out in coordination with applicable local law
enforcement and in accordance with direction from the Commission and its legal counsel, which
may require consultation and coordination with recognized service agencies and/or advocacy
organizations serving the homeless population in appropriate cases. The removal of hazardous
materials will be coordinated with a licensed hazardous materials consultant.
Procurement Process
Staff determined the weighted factor method of source selection to be the most appropriate for
this procurement, as it allows the Commission to identify the most advantageous proposal with
price and other factors considered. Non-price factors include elements such as qualifications of
firm, personnel, and the ability to respond to the Commission’s needs for railroad ROW services
as set forth under the terms of the request for proposals (RFP) No. 17-33-028-00.
RFP No. 17-33-028-00 for railroad ROW property maintenance services was released on October
20, 2016. A public notice was advertised in the Press Enterprise, and the RFP was posted on the
Commission’s PlanetBids website, which is accessible through the Commission’s website.
Utilizing PlanetBids, emails were sent to 165 firms, 39 of which are located in Riverside County.
Through the PlanetBids site, 27 firms downloaded the RFP; 1 of these firms is located in Riverside
County. A pre-proposal conference was held on October 27, and attended by 3 firms; 1 firm is
local to Riverside County. Staff responded to all questions submitted by potential proposers prior
to the November 3 clarification deadline date. Two firms – DeAngelo Brothers, LLC (Riverside);
and Joshua Grading (Phelan) – submitted proposals prior to the 2:00 p.m. submittal deadline on
November 17. Both of the firms submitted responsive and responsible proposals. Utilizing the
evaluation criteria set forth in the RFP, the two proposals were evaluated and scored by an
evaluation committee comprised of Commission staff.
As a result of the evaluation committee’s assessment of the written proposals, the evaluation
committee recommends contract award to Joshua Grading to perform railroad ROW property
maintenance services for a three-year term, with two, one-year options to extend the agreement,
for an amount not to exceed $3 million, as this firm earned the highest total evaluation score.
The overall evaluation ranking, based on highest to lowest total evaluation score, and the total
price are presented in the following table.
Firm Price Overall Ranking
Joshua Grading $1,412,923 1
DeAngelo Brothers, LLC $2,107,591 2
The Commission’s model on-call and maintenance services agreement will be entered into with
the consultant subject to any changes approved by the Executive Director and pursuant to legal
counsel review. Staff oversight of the contract will maximize the effectiveness of the consultant
and minimize costs to the Commission.
67
Agenda Item 6D
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2016/17
FY 2017/18+ Amount: $ 300,000
$ 2,700,000
Source of Funds: 2009 Measure A Western County Rail
funds Budget Adjustment: No
N/A
GL/Project Accounting No.: 003800 86105 221 33 86105
XXXXXX 86105 265 33 86105 (various projects)
Fiscal Procedures Approved: Date: 12/19/2016
Attachment: Draft On-Call and Maintenance Services Agreement No. 17-33-028-00
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17336.00603\29314783.1 1
Agreement No. 17-33-028-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
ROUTINE AND ON-CALL
RAILROAD RIGHT OF WAY MAINTENANCE SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this [***INSERT DAY***] day of [***INSERT
MONTH***], [***INSERT YEAR***] by and between the Riverside County Transportation
Commission (“Commission”) and Joshua Grading & Excavating, Inc, a Corporation, with its
principal place of business at PO Box 292329, Phelan, CA 92329 (“Contractor”). Commission
and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in
this Agreement.
2. RECITALS.
2.1 Commission is the Transportation Commission for the County of Riverside
and organized under the laws of the State of California with the power to contract for services
necessary to achieve its purpose.
2.2 Commission owns and operates nine (9) commuter rail stations and one
transit center serving Riverside County, the addresses and descriptions of which are set forth in
Exhibit “A”, attached hereto and incorporated herein by reference (“Commuter Rail Stations”).
2.3 On or about _______________, Commission issued a Request for Proposals
No. _______________ (“RFP”), pursuant to which Commission sought proposals from
contractors to provide routine and on-call railroad right of way maintenance services.
2.4 Contractor desires to perform and assume responsibility for the provision of
certain routine and on-call railroad right of way maintenance services required by Commission on
the terms and conditions set forth in this Agreement and, for the on-call portions of the services,
in the task order(s) to be issued pursuant to this Agreement and executed by the Commission and
Contractor ("Task Order").
2.5 The work generally includes railroad right-of-way property maintenance
services. Contractor represents that it is a professional Contractor, experienced in providing
routine and on-call railroad right of way maintenance services to public clients, and is familiar
with the plans of Commission.
2.6 Commission desires to engage Contractor to render routine and on-call rail
road right of way maintenance services for the Commission. Routine railroad right of way
maintenance services shall be as set forth in Exhibit “A”, attached hereto and incorporated herein
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17336.00603\29314783.1 2
by reference. On-call railroad right of way services shall be ordered by Task Order(s) to be issued
pursuant to this Agreement for future projects as set forth herein. The routine services set forth in
Exhibit “A” and each individual project ordered under a Task Order shall be referred to, herein,
collectively, as the “Project”.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Contractor promises and agrees to furnish to
Commission all labor materials, tools, equipment, services, and incidental and customary work, as
necessary, to fully and adequately provide the routine railroad right of way maintenance services
as set forth in Exhibit “A” and any on-call railroad right of way maintenance services required by
Commission, as shall be set forth in a Task Order, collectively referred to herein as the "Services".
On-call Services shall be more particularly described in the individual Task Orders issued by the
Commission’s Executive Director or designee. No on-call Services shall be performed unless
authorized by a fully executed Task Order in the form attached hereto as Exhibit "D". All Services
shall be subject to, and performed in accordance with this Agreement, the relevant Task Order, the
exhibits attached hereto and incorporated herein by reference, and all applicable local, state and
federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from [***INSERT START
DATE***] to January 31, 2020, unless earlier terminated as provided herein. Contractor shall
complete the Services within the term of this Agreement, and shall meet any other established
schedules and deadlines. The Parties may, by mutual, written consent, extend the term of this
Agreement if necessary to complete the Services.
3.2 Responsibilities of Contractor.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Contractor or under its supervision. Contractor will determine the
means, methods and details of performing the Services subject to the requirements of this
Agreement. Commission retains Contractor on an independent contractor basis and not as an
employee. Contractor retains the right to perform similar or different services for others during
the term of this Agreement. Any additional personnel performing the Services under this
Agreement on behalf of Contractor shall also not be employees of Commission and shall at all
times be under Contractor’s exclusive direction and control. Contractor shall pay all wages,
salaries, and other amounts due such personnel in connection with their performance of Services
under this Agreement and as required by law. Contractor shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers’
compensation insurance.
3.2.2 Schedule of Services. Contractor shall perform the routine railroad right of
way maintenance Services expeditiously, within the term of this Agreement, and in accordance
with the schedule set forth in Exhibit “B” attached hereto and incorporated herein by reference.
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17336.00603\29314783.1 3
Contractor shall perform any on-call Services in accordance with the schedule that shall be set
forth in the Task Order (collectively, "Schedule of Services"). Contractor shall be required to
commence work on a Task Order within five (5) days of receiving a fully executed Task
Order. Contractor represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate Contractor’s
conformance with each Schedule, the Commission shall respond to Contractor’s submittals in a
timely manner. Upon the Commission’s request, Contractor shall provide a more detailed schedule
of anticipated performance to meet the relevant Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Contractor shall be subject to the approval of Commission.
3.2.4 Commission’s Representative. The Commission hereby designates
[***INSERT NAME OR TITLE***], or his or her designee, to act as its representative for the
performance of this Agreement (“Commission’s Representative”). Commission’s Representative
shall have the power to act on behalf of the Commission for all purposes under this Agreement.
Contractor shall not accept direction or orders from any person other than the Commission’s
Representative or his or her designee.
3.2.5 Contractor’s Representative. Contractor hereby designates [***INSERT
NAME OR TITLE***], or his or her designee, to act as its representative for the performance of
this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full
authority to represent and act on behalf of the Contractor for all purposes under this Agreement.
The Contractor’s Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and procedures
and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.6 Coordination of Services. Contractor agrees to work closely with
Commission staff in the performance of Services and shall be available to Commission’s staff,
consultants and other staff at all reasonable times.
3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all
Services under this Agreement in a skillful and competent manner, consistent with the standards
generally recognized as being employed by professionals in the same discipline in the State of
California. Contractor represents and maintains that it is skilled in the professional calling
necessary to perform the Services. Contractor warrants that all employees and subcontractors shall
have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor
represents that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, and that such
licenses and approvals shall be maintained throughout the term of this Agreement. As provided
for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost
and expense and without reimbursement from the Commission, any services necessary to correct
errors or omissions which are caused by the Contractor’s failure to comply with the standard of
care provided for herein. Any employee of the Contractor or its sub-contractors who is determined
by the Commission to be uncooperative, incompetent, a threat to the adequate or timely completion
of the Project, a threat to the safety of persons or property, or any employee who fails or refuses
to perform the Services in a manner acceptable to the Commission, shall be promptly removed
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17336.00603\29314783.1 4
from the Project by the Contractor and shall not be re-employed to perform any of the Services or
to work on the Project.
3.2.8 Period of Performance. Contractor shall perform and complete all Services
under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”).
Contractor shall perform the Services in strict accordance with any completion schedule or Project
milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately
in writing to the Contractor. Contractor agrees that if the Services are not completed within the
aforementioned Performance Time and/or pursuant to any such completion schedule or Project
milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged
and agreed that the Commission will suffer damage.
3.2.9 Disputes. Should any dispute arise respecting the true value of any work
done, of any work omitted, or of any extra work which Contractor may be required to do, or
respecting the size of any payment to Contractor during the performance of this Contract,
Contractor shall continue to perform the Work while said dispute is decided by the Commission.
If Contractor disputes the Commission’s decision, Contractor shall have such remedies as may be
provided by law.
3.2.10 Laws and Regulations; Employee/Labor Certifications. Contractor shall
keep itself fully informed of and in compliance with all local, state and federal laws, rules and
regulations in any manner affecting the performance of the Project or the Services, including all
Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for
all violations of such laws and regulations in connection with Services. If the Contractor performs
any work knowing it to be contrary to such laws, rules and regulations and without giving written
notice to the Commission, Contractor shall be solely responsible for all costs arising therefrom.
Commission is a public entity of the State of California subject to, among other rules and
regulations, the Public Utilities Code, Public Contract Code, and Labor Code of the State. It is
stipulated and agreed that all provisions of the law applicable to the public contracts of a county
transportation commissions are a part of this Agreement to the same extent as though set forth
herein and will be complied with. These include but are not limited to the payment of prevailing
wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no
worker shall be permitted to work in excess of eight (8) hours during any one calendar day except
as permitted by law. Contractor shall defend, indemnify and hold Commission, its officials,
officers, employees and agents free and harmless, pursuant to the indemnification provisions of
this Agreement, from any claim or liability arising out of any failure or alleged failure to comply
with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Contractor. By executing this
Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state
and federal law respecting the employment of undocumented aliens, including, but not limited to,
the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such
requirements and restrictions include, but are not limited to, examination and retention of
documentation confirming the identity and immigration status of each employee of the Contractor.
Contractor also verifies that it has not committed a violation of any such law within the five (5)
years immediately preceding the date of execution of this Agreement, and shall not violate any
such law at any time during the term of the Agreement. Contractor shall avoid any violation of
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17336.00603\29314783.1 5
any such law during the term of this Agreement by participating in an electronic verification of
work authorization program operated by the United States Department of Homeland Security, by
participating in an equivalent federal work authorization program operated by the United States
Department of Homeland Security to verify information of newly hired employees, or by some
other legally acceptable method. Contractor shall maintain records of each such verification, and
shall make them available to the Commission or its representatives for inspection and copy at any
time during normal business hours. The Commission shall not be responsible for any costs or
expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10
or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Sub-
subcontractors and consultants. To the same extent and under the same conditions as Contractor,
Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing
any work relating to the Project or this Agreement to make the same verifications and comply with
all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility; Failure to Comply. Each person
executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer
of Contractor, and understands that any of the following shall be grounds for the Commission to
terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-
subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or
3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such
requirements (including in those verifications provided to the Contractor under Section 3.2.10.2);
or (3) failure to immediately remove from the Project any person found not to be in compliance
with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Contractor
certifies that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Contractor represents that
it is an equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities
related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Contractor shall also comply with all relevant provisions of
Commission’s Disadvantaged Business Enterprise program, Affirmative Action Plan or other
related programs or guidelines currently in effect or hereinafter enacted.
3.2.10.6 Air Quality. Contractor must fully comply with
all applicable laws, rules and regulations in furnishing or using equipment and/or providing
services, including, but not limited to, emissions limits and permitting requirements imposed by
the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB
limits and requirements’ application to "portable equipment", which definition is considered by
CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify
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Commission against any fines or penalties imposed by CARB or any other governmental or
regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its
subcontractors, or others for whom Contractor is responsible under its indemnity obligations
provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable,
Contractor’s Services must account for, and fully comply with, all local, state and federal laws,
rules and regulations that may impact water quality compliance, including, without limitation, all
applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the
California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws,
rules and regulations of the Environmental Protection Agency and the State Water Resources
Control Board; the Commission’s rules regarding discharges of storm water; and any and all
regulations, policies, or permits issued pursuant to any such authority regulating the discharge of
pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or
surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the
laws, regulations and policies described in this Section is a violation of law that may subject
Contractor or Commission to penalties, fines, or additional regulatory requirements. Contractor
shall defend, indemnify and hold the Commission, its officials, officers, employees, volunteers
and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from
and against any and all fines, penalties, claims or other regulatory requirements imposed as a result
of Contractor’s non-compliance with the laws, regulations and policies described in this Section,
unless such non-compliance is the result of the sole established negligence, willful misconduct or
active negligence of the Commission, its officials, officers, agents, employees or authorized
volunteers.
(C) Training. In addition to any other standard of care
requirements set forth in this Agreement, Contractor warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to them
without impacting water quality in violation of the laws, regulations and policies described in this
Section. Contractor further warrants that it, its employees and subcontractors will receive adequate
training, as determined by Commission, regarding the requirements of the laws, regulations and
policies described in this Section as they may relate to the Services provided under this Agreement.
Upon request, Commission will provide Contractor with a list of training programs that meet the
requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence work
under this Agreement until it has provided evidence satisfactory to the Commission that it has
secured all insurance required under this section, in a form and with insurance companies
acceptable to the Commission. In addition, Contractor shall not allow any subcontractor to
commence work on any subcontract until it has secured all insurance required under this section.
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3.2.11.2 Minimum Requirements. Contractor shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Contractor, its agents, representatives, employees or subcontractors.
Contractor shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum levels
of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001 or exact equivalent); (2)
Automobile Liability: Insurance Services Office Business Auto Coverage (form CA 0001, code 1
(any auto) or exact equivalent); and (3) Workers’ Compensation and Employer’s Liability:
Workers’ Compensation insurance as required by the State of California and Employer’s Liability
Insurance.
(B) Minimum Limits of Insurance. Contractor shall maintain
limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2)
Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) if
Contractor has an employees, Workers’ Compensation and Employer’s Liability: Workers’
Compensation limits as required by the Labor Code of the State of California. Employer’s
Practices Liability limits of $1,000,000 per accident.
3.2.11.3 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Contractor shall provide endorsements on forms approved by
the Commission to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must
include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising Injury;
(3) premises/operations liability; (4) products/completed operations liability; (5) aggregate limits
that apply per Project; (6) explosion, collapse and underground (UCX) exclusion deleted; (7)
contractual liability with respect to this Agreement; (8) broad form property damage; and (9)
independent contractors coverage.
(ii) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or
suits by one insured against another; or (3) contain any other exclusion contrary to this Agreement.
(iii) The policy shall give the Commission, its directors,
officials, officers, employees, and agents insured status using ISO endorsement forms 20 10 10 01
and 20 37 10 01, or endorsements providing the exact same coverage.
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(iv) The additional insured coverage under the policy
shall be “primary and non-contributory” and will not seek contribution from the Commission’s
insurance or self-insurance and shall be at least as broad as CG 20 01 04 13, or endorsements
providing the exact same coverage.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the Commission, its directors, officials, officers, employees and
agents shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be
primary insurance as respects the Commission, its directors, officials, officers, employees and
agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s
scheduled underlying coverage. Any insurance or self-insurance maintained by the Commission,
its directors, officials, officers, employees and agents shall be excess of the Contractor’s insurance
and shall not be called upon to contribute with it in any way.
(C) Workers’ Compensation and Employers Liability Coverage.
(i) Contractor certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer to be
insured against liability for workers’ compensation or to undertake self-insurance in accordance
with the provisions of that code, and he/she will comply with such provisions before commencing
work under this Agreement.
(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and agents for
losses paid under the terms of the insurance policy which arise from work performed by the
Contractor.
(D) Railroad Protective Liability.
In addition to the above, Contractor shall, in connection with any
performance of the Services or the Project within twenty-five (25) feet vertically or horizontally
of the railroad tracks, either directly by Contractor or by its subconsultants, acquire and keep in
force during such performance, railroad protective liability insurance with a combined single limit
of two million dollars ($2,000,000) and a general aggregate of six million dollars ($6,000,000).
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(E) All Coverages.
(i) Defense costs shall be payable in addition to the
limits set forth hereunder.
(ii) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other requirement,
or a waiver of any coverage normally provided by any insurance. It shall be a requirement under
this Agreement that any available insurance proceeds broader than or in excess of the specified
minimum insurance coverage requirements and/or limits set forth herein shall be available to the
Commission, its directors, officials, officers, employees and agents as additional insureds under
said policies. Furthermore, the requirements for coverage and limits shall be (1) the minimum
coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits
of coverage of any insurance policy or proceeds available to the named insured; whichever is
greater.
(iii) The limits of insurance required in this Agreement
may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or
excess insurance shall contain or be endorsed to contain a provision that such coverage shall also
apply on a primary and non-contributory basis for the benefit of the Commission (if agreed to in a
written contract or agreement) before the Commission’s own insurance or self-insurance shall be
called upon to protect it as a named insured. The umbrella/excess policy shall be provided on a
“following form” basis with coverage at least as broad as provided on the underlying policy(ies).
(iv) Contractor shall provide the Commission at least
thirty (30) days prior written notice of cancellation of any policy required by this Agreement,
except that the Contractor shall provide at least ten (10) days prior written notice of cancellation
of any such policy due to non-payment of premium. If any of the required coverage is cancelled
or expires during the term of this Agreement, the Contractor shall deliver renewal certificate(s)
including the General Liability Additional Insured Endorsement to the Commission at least ten
(10) days prior to the effective date of cancellation or expiration.
(v) The retroactive date (if any) of each policy is to be
no later than the effective date of this Agreement. Contractor shall maintain such coverage
continuously for a period of at least three years after the completion of the work under this
Agreement. Contractor shall purchase a one (1) year extended reporting period A) if the retroactive
date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not
renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date
subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and limits
of insurance coverage to be maintained by Contractor, and any approval of said insurance by the
Commission, is not intended to and shall not in any manner limit or qualify the liabilities and
obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not
limited to, the provisions concerning indemnification.
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(vii) If at any time during the life of the Agreement, any
policy of insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, Commission has the right but not the duty to obtain the insurance it
deems necessary and any premium paid by Commission will be promptly reimbursed by
Contractor or Commission will withhold amounts sufficient to pay premium from Contractor
payments. In the alternative, Commission may cancel this Agreement. The Commission may
require the Contractor to provide complete copies of all insurance policies in effect for the duration
of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability arising
under or by virtue of this Agreement.
Each insurance policy required by this Agreement shall be
endorsed to state that:
3.2.11.4 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the Commission. If the Commission
does not approve the deductibles or self-insured retentions as presented, Contractor shall guarantee
that, at the option of the Commission, either: (1) the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects the Commission, its directors, officials, officers,
employees and agents; or, (2) the Contractor shall procure a bond guaranteeing payment of losses
and related investigation costs, claims and administrative and defense expenses.
3.2.11.5 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California,
and satisfactory to the Commission.
3.2.11.6 Verification of Coverage. Contractor shall furnish
Commission with original certificates of insurance and endorsements effecting coverage required
by this Agreement on forms satisfactory to the Commission. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer to bind coverage
on its behalf. All certificates and endorsements must be received and approved by the Commission
before work commences. The Commission reserves the right to require complete, certified copies
of all required insurance policies, at any time.
3.2.11.7 Subcontractor Insurance Requirements. Contractor shall not allow
any subcontractors or subcontractors to commence work on any subcontract until they have
provided evidence satisfactory to the Commission that they have secured all insurance required
under this section. Policies of commercial general liability insurance provided by such
subcontractors or subcontractors shall be endorsed to name the Commission as an additional
insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If
requested by Contractor, the Commission may approve different scopes or minimum limits of
insurance for particular subcontractors or subcontractors.
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17336.00603\29314783.1 11
3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Contractor shall at all
times be in compliance with all applicable local, state and federal laws, rules and regulations, and
shall exercise all necessary precautions for the safety of employees appropriate to the nature of the
work and the conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving equipment
and procedures; (B) instructions in accident prevention for all employees and subcontractors, such
as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate
facilities for the proper inspection and maintenance of all safety measures.
3.2.13 Accounting Records. Contractor shall maintain complete and accurate
records with respect to all costs and expenses incurred under this Agreement. All such records
shall be clearly identifiable. Contractor shall allow a representative of Commission during normal
business hours to examine, audit, and make transcripts or copies of such records and any other
documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3) years
from the date of final payment under this Agreement.
3.3 Fees and Payments; Labor Code Requirements.
3.3.1 Compensation. Contractor shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in
Exhibit "C" attached hereto and incorporated herein by reference. The total compensation to be
provided under this Agreement, including all Task Orders issued pursuant to this Agreement shall
not exceed [__INSERT DOLLAR AMOUNT__]. The total compensation per Task Order shall
be set forth in the relevant Task Order, and shall not exceed said amount without the written
approval of the Commissioner’s Executive Director. Extra Work may be authorized, as described
below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to Commission a
monthly itemized statement which indicates work completed and hours of Services rendered by
Contractor. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. Commission shall, within 45 days of receiving such statement,
review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any
expenses unless authorized in writing by Commission.
3.3.4 Extra Work. At any time during the term of this Agreement, Commission
may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work
which is determined by Commission to be necessary for the proper completion of the Project, but
which the parties did not reasonably anticipate would be necessary at the execution of this
Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written
authorization from Commission’s Representative.
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3.3.5 Prevailing Wages. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations,
Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing
wage rates and the performance of other requirements on “public works” and “maintenance”
projects. Since the Services are being performed as part of an applicable “public works” or
“maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation
is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.
Commission shall provide Contractor with a copy of the prevailing rates of per diem wages in
effect at the commencement of this Agreement. Contractor shall make copies of the prevailing
rates of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the Contractor’s
principal place of business and at the project site. Contractor shall defend, indemnify and hold the
Commission, its officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
3.3.6 Payroll Records. In accordance with the requirements of California Labor
Code Section 1776, Contractor shall keep accurate payroll records which are either on forms
provided by the Division of Labor Standards Enforcement or which contain the same information
required by such forms. Responsibility for compliance with California Labor Code Section 1776
shall rest solely with Contractor, and Contractor shall make all such records available for
inspection at all reasonable hours.
3.3.7 Registration. Since the Services are being performed as part of an
applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5
and 1771.1, the Contractor and all subcontractors must be registered with the Department of
Industrial Relations. Contractor shall maintain registration for the duration of the Project and
require the same of any subcontractor. This Project may also be subject to compliance monitoring
and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole
responsibility to comply with all applicable registration and labor compliance requirements.
3.3.8 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor Code, and
no employer or labor union shall refuse to accept otherwise qualified employees as indentured
apprentices on the work performed hereunder solely on the ground of race, creed, national origin,
ancestry, color or sex. Every qualified apprentice shall be paid the standard wage paid to
apprentices under the regulations of the craft or trade in which he or she is employed and shall be
employed only in the craft or trade to which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Contractor and
any subcontractor hereunder who employs workers in any apprenticeable craft or trade shall apply
to the joint apprenticeship council administering applicable standards for a certificate approving
Contractor or any sub-contractor for the employment and training of apprentices. Upon issuance
of this certificate, Contractor and any sub-contractor shall employ the number of apprentices
provided for therein, as well as contribute to the fund to administer the apprenticeship program in
each craft or trade in the area of the work hereunder.
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17336.00603\29314783.1 13
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California Labor
Code in regard to all apprenticeable occupations lies with Contractor.
3.3.9 Eight-Hour Law. Pursuant to the provisions of the California Labor Code,
eight hours of labor shall constitute a legal day's work, and the time of service of any worker
employed on the work shall be limited and restricted to eight hours during any one calendar day,
and forty hours in any one calendar week, except when payment for overtime is made at not less
than one and one-half the basic rate for all hours worked in excess of eight hours per day ("Eight-
Hour Law"), unless Contractor or the Services are not subject to the Eight-Hour Law. Contractor
shall forfeit to Commission as a penalty, $50.00 for each worker employed in the execution of this
Agreement by him, or by any sub-contractor under him, for each calendar day during which such
workman is required or permitted to work more than eight hours in any calendar day and forty
hours in any one calendar week without such compensation for overtime violation of the provisions
of the California Labor Code, unless Contractor or the Services are not subject to the Eight-Hour
Law.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. Commission may, by written notice to
Contractor, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Contractor of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination, Contractor
shall be compensated only for those services which have been adequately rendered to Commission,
and Contractor shall be entitled to no further compensation. Contractor may not terminate this
Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein,
Commission may require Contractor to provide all finished or unfinished Documents and Data and
other information of any kind prepared by Contractor in connection with the performance of
Services under this Agreement. Contractor shall be required to provide such document and other
information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or
in part as provided herein, Commission may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 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:
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17336.00603\29314783.1 14
CONSULTANT: COMMISSION:
______________________ Riverside County
______________________ Transportation Commission
______________________ 4080 Lemon Street, 3rd Floor
_____________________ Riverside, CA 92501
Attn: ________________ Attn: Executive Director
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to
the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual
notice occurred, regardless of the method of service.
3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law,
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 of any kind, in law or equity, to property or persons,
including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged
acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors,
contractors or agents in connection with the performance of the Services, the Project, this
Agreement or any Task Order, including without limitation the payment of all consequential
damages, expert witness fees and attorneys’ fees and other related costs and expenses.
Notwithstanding the foregoing, to the extent Contractor's Services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Contractor.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with
Counsel of Commission's choosing and at Contractor’s own cost, expense and risk, any and all
claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be
brought or instituted against Commission or its officials, officers, employees, volunteers and
agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered
against Commission or its officials, officers, employees, volunteers and agents as part of any such
claim, suit, action or other proceeding. Contractor shall also reimburse Commission for the cost
of any settlement paid by Commission or its officials, officers, employees, agents or volunteers as
part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment
for Commission’s attorneys’ fees and costs, including expert witness fees. 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. Contractor’s obligation to indemnify shall survive expiration or
termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received
by the Commission, its officials officers, employees, agents, or volunteers.
3.5.3 Governing Law; Government Code Claim Compliance. This Agreement
shall be governed by the laws of the State of California. Venue shall be in Riverside County. In
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17336.00603\29314783.1 15
addition to any and all contract requirements pertaining to notices of and requests for compensation
or payment for extra work, disputed work, claims and/or changed conditions, Contractor must
comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing
any lawsuit against the Commission. Such Government Code claims and any subsequent lawsuit
based upon the Government Code claims shall be limited to those matters that remain unresolved
after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions
have been followed by Contractor. If no such Government Code claim is submitted, or if any
prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor
shall be barred from bringing and maintaining a valid lawsuit against the Commission.
3.5.4 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.5 Commission’s Right to Employ Other Contractors. Commission reserves
right to employ other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the Commission. Any attempt to do so shall be null and void, and any
assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer. Subcontracts, if any, shall contain a provision making them
subject to all provisions stipulated in this Agreement.
3.5.8 Construction; References; Captions. 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. Any term
referencing time, days or period for performance shall be deemed calendar days and not work days.
All references to Contractor include all personnel, employees, agents, and subcontractors of
Contractor, except as otherwise specified in this Agreement. All references to Commission include
its officials, officers, employees, agents, and volunteers except as otherwise specified in this
Agreement. The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content or intent of this
Agreement.
3.5.9 Amendment; Modification. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other
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.
3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for
in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed
by the Parties.
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3.5.12 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. Contractor further
agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic
Interest with the Commission’s Filing Officer as required under state law in the performance of
the Services. For breach or violation of this warranty, Commission shall have the right to rescind
this Agreement without liability. For the term of this Agreement, no member, officer or employee
of Commission, during the term of his or her service with Commission, shall have any direct
interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.15 Authority to Enter Agreement. Contractor has all requisite power and
authority to conduct its business and to execute, deliver, and perform the 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.
3.5.16 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by both
parties.
3.5.18 Federal Provisions. If funding for the Services is provided, in whole or in
part, by the Federal Transportation Administration (“FTA”) Contractor shall also fully and
adequately comply with the provisions included in Exhibit “F” (Federal Requirements) attached
hereto and incorporated herein by reference (“Federal Requirements”). With respect to any
conflict between such Federal Requirements and the terms of this Agreement and/or the provisions
of state law, the more stringent requirement shall control.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR ROUTINE AND ON-CALL RAILROAD RIGHT OF WAY
MAINTENANCE SERVICES AGREEMENT
BETWEEN THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AND JOSHUA GRADING & EXCAVATING, INC.
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first
set forth above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
John F. Tavaglione, Chair
Approved as to form:
Best Best & Krieger LLP
General Counsel
JOSHUA GRADING & EXCAVATING,
INC.
Signature
Name
Title
ATTEST:
Signature
Name
Title
A corporation requires the signatures of two corporate officers. One signature shall be that of the
chairman of board, the president or any vice president and the second signature (on the attest line)
shall be that of the secretary, any assistant secretary, the chief financial officer or any assistant
treasurer of such corporation.
If the above referenced persons are not the intended signators, evidence of signature authority shall
be provided to RCTC.
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17336.00603\29314783.1 18
EXHIBIT “A”
SCOPE OF SERVICES
[***INSERT SCOPE***]
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17336.00603\29314783.1 19
EXHIBIT “B”
SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]
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17336.00603\29314783.1 20
EXHIBIT “C”
COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***]
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17336.00603\29314783.1 21
EXHIBIT “D”
SAMPLE TASK ORDER FORM
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TASK ORDER
Task Order No. _____________
Agreement No. ______________
Contractor: _________________________
The Contractor is hereby authorized to perform the following work subject to the
provisions of the Agreement identified above:
List any attachments: (Please provide if any.)
Dollar Amount of Task Order: Not to exceed $_____,_____.00
Completion Date: _____________, 201__
The undersigned Contractor hereby agrees that it will provide all equipment, furnish all
materials, except as may be otherwise noted above, and perform all services for the work
above specified in accordance with the Contract identified above and will accept as full
payment therefore the amount shown above.
Riverside County Transportation Commission Contractor
Dated: _________________ Dated: _________________
By: ________________________ By: ____________________
Title: ________________________ Title: ____________________
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EXHIBIT “E”
FEDERAL REQUIREMENTS
[***TO BE INSERTED IF APPLICABLE***]
90
AGENDA ITEM 6E
Agenda Item 6E
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Gary Ratliff, Facilities Administrator
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreements for Closed Circuit Television Maintenance and Repairs and Capital
Improvements
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Approve Amendment No. 4, to Agreement No. 13-24-066-00 with Fibertronics, Inc.
(Fibertronics) for closed circuit television (CCTV) security system capital improvements
for an additional amount of $318,000, plus a contingency amount of $31,800, for a total
additional amount of $349,800, and a total contract amount not to exceed $1,643,405;
2)Authorize the procurement of CCTV equipment through the use of the California Multiple
Award Schedules (CMAS) pursuant to the Public Contract Code Section 10299(a) and the
Commission’s Procurement Policy Manual in the amount of $667,000.00, plus a
contingency amount of $66,700, for a total amount not to exceed $733,700;
3)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission;
4)Authorize the Executive Director or designee to execute task orders awarded under the
terms of the agreements; and
5)Authorize the Executive Director or designee to approve the use of the contingency
amount as may be required for the CCTV maintenance, repairs, and capital
improvements.
BACKGROUND INFORMATION:
At its April 10, 2013 meeting, the Commission approved Agreement No. 13-24-066-00 with
Fibertronics to provide CCTV security system maintenance, repairs, and capital improvements for
the five commuter rail stations owned and operated by the Commission – Downtown Riverside,
La Sierra, Pedley, North Main Corona, West Corona – and Perris Transit Center (classic stations)
for a three-year term, and two one-year options to extend the agreement, in an amount not to
exceed $614,570. As noted at that meeting, staff returned to the Commission and obtained
approval for an amendment to the agreement for certain CCTV capital improvements in the
amount of $679,035 for CCTV maintenance, repairs, and capital improvements at three new
Perris Valley Line (PVL) stations. This brought the total authorization to $1,293,605.
91
Agenda Item 6E
With the commencement of PVL operations in June 2016, the Commission now owns and
operates nine commuter rail stations and an operations control center in Riverside County
(County). As a result of the PVL operations, coordination with the Southern California Regional
Rail Authority, city of Riverside, and the County, and fire/public safety services will continue to
require ongoing partnership and communication in order to address the needs and safety of the
County’s stakeholders, commuters, community, and residents. Since commencement of PVL
operations, the Commission’s partners have raised several additional safety concerns including
the PVL rail crossings at Poarch Road, Watkins Drive, Blaine Street, Spruce Street, and Mt. Vernon
Avenue. To resolve these concerns with the stakeholder agencies in a timely manner, the
Commission is currently using Fibertronics to place CCTV video surveillance at these locations
along with an electronic operating gate system at Poarch Road for fire/safety personnel to utilize
in the event of fire or other emergency events that require the opening of the closed crossing.
As a result of these capital improvements required for the safety, preservation, and protection
of the PVL route, staff expended a substantial portion of the Fibertronics agreement authority on
the installation of crossing cameras, electronic command and control of access, video
surveillance, and related software and hardware for operations at these locations. Also, now
that the stations are complete and operating, the CCTV systems requirements, and therefore the
costs to install those systems, will be higher than originally anticipated in 2015. As a result, CCTV
upgrades at the classic stations and installation of new CCTV systems at the three new PVL
stations cannot be completed without additional contract authorization. Staff estimates
$318,000, plus a contingency of $31,800, for an additional amount of $349,800 is needed for
Fibertronics to provide the labor and equipment to complete installation of the CCTV capital
improvements at the classic and new stations. Additional equipment costs to complete these
capital improvements are estimated at $667,000, plus a contingency of $66,700, for a total
amount not to exceed $733,700, and staff recommends the procurement of the equipment
through a CMAS Agreement pursuant to Public Contract Code Section 10299(a) and the
Commission’s Procurement Policy Manual, to assure competitive pricing. All costs for capital
improvements will be funded by Proposition 1B grant funds.
CCTV maintenance and repairs as well as capital improvements are an essential part of the
security operations. Installing and upgrading the system enhances public safety, reduces
vandalism, prevents crime, and identifies criminal activity. The CCTV system has provided law
enforcement the ability to identify fault, investigate accidents, and incarcerate offenders, while
providing a sense of security and safety for the customers and protecting both the Commission
and customers’ assets.
92
Agenda Item 6E
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2016/17
FY 2017/18 Amount:$611,000
$472,500
Source of Funds: 2009 Measure A Western County Rail and
Proposition 1B security funds Budget Adjustment: NO
N/A
GL/Project Accounting No.: 244XXX 73301/73315 00000 0000 103 24 73301 $1,083,500
Fiscal Procedures Approved: Date: 12/29/2016
Attachment: Draft Agreement No. 13-24-066-04
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17336.00603\29131210.2 1
Agreement No. 13-24-066-04
AMENDMENT NO. 4 TO AGREEMENT
FOR CLOSED CIRCUIT TELEVISION SYSTEMS MAINTENANCE SERVICES
FOR METROLINK STATIONS WITH FIBERTRONICS, INC.
1. PARTIES AND DATE
This Amendment No. 4 to the Agreement for Closed Circuit Television (“CCTV”)
System Maintenance Services is made and entered into as of _____2017, by and
between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION (“Commission”)
and FIBERTRONICS, INC., a ("Consultant").
2. RECITALS
2.1 The Commission and the Consultant have entered into an agreement dated
May 29, 2013 for the purpose of providing CCTV system maintenance
services (the "Master Agreement").
2.2 The Commission and the Consultant have entered into an Amendment No.
1 to the Master Agreement, dated June 17, 2015, for the purpose of revising
the Scope of Services to include the Perris Valley Line stations and
additional compensation.
2.3 The Commission and the Consultant have entered into an Amendment No.
2 to the Master Agreement, dated July 1, 2016, for the purpose of extending
the term of the Master Agreement and for providing additional
compensation for the continued provision of CCTV system maintenance
services.
2.4 The Commission and the Consultant have entered into an Amendment No.
3 to the Master Agreement, dated July 1, 2016 for the purpose of including
quarterly maintenance services cost for the new Perris Valley Line stations
and for the continued provision of CCTV system maintenance services.
2.5 The parties now desire to amend the Master Agreement in order to provide
additional compensation for the continued provision of CCTV system
maintenance services.
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17336.00603\29131210.2 2
3. TERMS
3.1 Compensation for Services provided under this Amendment No. 4 shall be
at the rates set forth in the Master Agreement.
3.2 The maximum compensation to be provided under this Amendment No. 4
shall not exceed Three Hundred Eighteen Thousand Dollars ($318,000),
without written authorization from the Commission’s Executive Director. The
total not-to-exceed amount of the Master Agreement, including this
Amendment No. 4, is One Million Six Hundred Eleven Thousand Six
Hundred Five Dollars ($1,611,605).
3.4 Except as amended by this Amendment, all provisions of the Master
Agreement, as amended by Amendment Nos. 1-3, 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.
[Signatures on following page]
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17336.00603\29131210.2 3
SIGNATURE PAGE
TO
AGREEMENT NO. 13-24-066-04
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the date first herein above written.
RIVERSIDE COUNTY FIBERTRONICS, INC.
TRANSPORTATION COMMISSION
By: _____________________________ By: _________________________
Anne Mayer, Executive Director Signature
__________________________
Name
__________________________
Title
APPROVED AS TO FORM: Attest:
By: _____________________________ By: ________________________
Best Best & Krieger LLP
Counsel to the Riverside County Its: ________________________
Transportation Commission
* A corporation requires the signatures of two corporate officers.
One signature shall be that of the chairman of board, the president or any vice president and the second
signature (on the attest line) shall be that of the secretary, any assistant secretary, the chief financial officer
or any assistant treasurer of such corporation.
If the above persons are not the intended signators, evidence of signature authority shall be provided to
the Commission.
96
AGENDA ITEM 6F
Agenda Item 6F
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Patti Castillo, Capital Projects Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Agreement with S2 Engineering for Construction Management Services for
the Construction of the La Sierra Parking Lot Expansion Project
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Award Agreement No. 16-24-080-00 to S2 Engineering, Inc. (S2) to provide construction
management (CM), materials testing, and construction surveying services for the
La Sierra Parking Lot Expansion project, in the amount of $544,000, plus a contingency
amount of $54,400, for a total amount not to exceed $598,400;
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:
The La Sierra Station was constructed by five separate construction projects, starting in 1995
and finishing in 2003 with the completion of the existing parking lot. The existing parking
consists of 1,055 parking spaces, which includes 25 Americans with Disabilities Act spaces, 25
Rideshare spaces, and one bus bay. On a daily basis during the work week, the parking lot
reaches 95 percent capacity.
As part of the State Route 91 Corridor Improvement Project’s (91 Project) efforts to obtain a
Transportation Infrastructure Finance and Innovation Act (TIFIA) loan, the Commission made a
multimodal commitment for express bus service as a part of the 91 Project. The Riverside
Transit Agency (RTA) agreed to provide the new service, and the location identified for
originating the route is the La Sierra Station, just east of the entry point to the RCTC 91 Express
Lanes.
In April 2009, the Commission approved an amendment to Agreement No. 02-33-029, with
Engineering Resources of Southern California for design services for an expansion of the
La Sierra parking lot to the adjacent 4.6-acre Commission-owned parcel. A preliminary design
was then completed.
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Agenda Item 6F
In May 2016, the Commission adopted Resolution No. 16-009 certifying the La Sierra Parking
Lot Expansion Project Initial Study/Mitigated Negative Declaration and approved the La Sierra
Parking Lot Expansion project.
With the completion of the environmental phase, staff moved forward with the project design.
The project will expand the existing parking lot at the La Sierra Station for both regional and
commuter rail and bus passengers by providing approximately 495 additional parking spaces,
six bus bays for RTA service, a new signalized access/driveway onto Indiana Avenue,
landscaping, and a small storage building and restroom facility for the transit operators and
station security personnel.
The total project construction cost is estimated at $3.2 million. The funding for this project is
comprised of proceeds from the sale of two excess properties that were purchased using
federal funds in 2003 as part of a larger parcel for the La Sierra Station. On May 8, 2015, the
Federal Transit Administration concurred that the sale proceeds can be applied toward transit-
related capital projects, specifically for the expansion of the La Sierra Station bus/park and ride
parking lot. Accordingly, CM, materials testing, and construction surveying services are
required prior to construction. The funding for CM services is comprised of Proposition 1B grant
funds.
Procurement Process
Pursuant to Government Code 4525 et seq, selection of architectural, engineering, and related
services, including construction management, shall be on the basis of demonstrated
competence and on professional qualifications necessary for the satisfactory performance of
the services required. Therefore, staff used the qualification method of selection for the
procurement of these services. Evaluation criteria included elements such as corporate
qualifications of the offeror and team, CM organization and qualifications of key team
personnel, project understanding and approach, and materials testing and construction
surveying services.
Request for Qualifications (RFQ) No. 16-24-080-00 for CM services was released by staff on
May 12, 2016. A public notice was advertised in the Press Enterprise, and the RFQ was posted
to the Commission’s PlanetBids website, which is accessible through the Commission’s website.
Utilizing PlanetBids, emails were sent to 660 firms, 126 of which are located in Riverside
County. Through the PlanetBids site, 89 firms downloaded the RFQ; 22 of these firms are
located in Riverside County. A pre-submittal conference was held on May 26 and attended by
17 firms; 8 firms are local to Riverside County. Staff responded to all questions and requests for
clarification submitted by potential proposers prior to the June 2 written question deadline. Six
firms – Dynamic Engineering Services, Inc. (Corona); Falcon Engineering Services, Inc. (Corona);
MARRS Services, Inc. (Fullerton); PreScience Corporation (Santa Ana); Psomas (Riverside); and
S2 (Rancho Cucamonga) – submitted responsive statements of qualifications (SOQs) prior to the
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Agenda Item 6F
2:00 p.m. submittal deadline on June 16. Based on the evaluation criteria set forth in the RFQ,
the firms were evaluated and scored by an evaluation committee comprised of Commission,
Bechtel, and Caltrans staff.
Based on the evaluation committee’s assessment of the written SOQs and pursuant to the
terms of the RFQ, the evaluation committee short listed and invited four firms – Falcon
Engineering Services, Inc.; PreScience Corporation; Psomas; and S2 – to the interview phase of
the evaluation and selection process. Interviews were conducted on July 19.
Subsequently, the evaluation panel determined S2 to be the most qualified firm to provide CM,
materials testing, and surveying services for the La Sierra Parking Lot Expansion project, as it
earned the highest total evaluation score. The SOQ score counted for 40 percent of the overall
combined score, and the interview counted for 60 percent.
Negotiation of Contract Terms, Scope, Schedule, and Cost
After the evaluation committee determined S2 to be the most qualified firm to perform the
work outlined in the scope of services, staff began negotiations to finalize contract terms,
scope, schedule, and cost to establish a fair and reasonable price.
Staff Recommendation
Staff recommends the Commission approve the consultant selection process and award
Agreement No. 16-24-080-00 to S2 to provide CM, materials testing, and surveying services for
the La Sierra Parking Lot Expansion project in the amount of $544,000, plus a contingency of
$54,400, for a total amount not to exceed $598,400.
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2016/17
FY 2017/18+ Amount: $ 50,000
$548,400
Source of Funds: Proposition 1B PTIMSEA Budget Adjustment: No
N/A
GL/Project Accounting No.: 653826 81302 00000 0000 265 33 81301
Fiscal Procedures Approved: Date: 12/29/2016
Attachment: Draft Agreement No. 16-24-080-00
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AGREEMENT NO. 16-24-080-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH S2 ENGINEERING INC. FOR CONSTRUCTION MANAGEMENT
SERVICES, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES
FOR THE LA SIERRA STATION PARKING LOT EXPANSION
1. PARTIES AND DATE.
This Agreement is made and entered into this day of , 2017,
by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("the Co-
mmission") and S2 ENGINEERING, INC.. ("Consultant"), a [___LEGAL STATUS OF
CONSULTANT e.g., CORPORATION___].
2. RECITALS.
2.1 Consultant desires to perform and assume responsibility for the
provision of certain professional consulting services required by Commission on the terms
and conditions set forth in this Agreement. Consultant represents that it is a professional
consultant, experienced in providing construction management services to public clients,
is licensed in the State of California, and is familiar with the plans of Commission.
2.2 Commission desires to engage Consultant to render certain
consulting services for the La Sierra Station Parking Lot Expansion Project ("Project") as
set forth herein.
3. TERMS.
3.1 General Scope of Services. Consultant promises and agrees to
furnish to Commission all labor materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately provide professional consulting
services and advice on various issues affecting the decisions of Commission regarding
the Project and on other programs and matters affecting Commission, hereinafter referred
to as "Services". The Services are more particularly described in Exhibit "A" attached
hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and
incorporated herein by reference, and all applicable local, state, and federal laws, rules
and regulations.
3.2 Term. The term of this Agreement shall be from the date first
specified above to ________________, unless earlier terminated as provided herein.
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Consultant shall complete the Services within the term of this Agreement and shall meet
any other established schedules and deadlines.
3.3 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, the Commission shall respond to
Consultant's submittals in a timely manner. Upon request of the Commission, Consultant
shall provide a more detailed schedule of anticipated performance to meet the Schedule
of Services.
3.4 Independent Contractor; Control and Payment of Subordinates. The
Services shall be performed by Consultant under its supervision. Consultant will
determine the means, method and details of performing the Services subject to the
requirements of this Agreement. Commission retains Consultant on an independent
contractor basis and Consultant is not an employee of Commission. Consultant retains
the right to perform similar or different services for others during the term of this
Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall not be employees of Commission and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and
other amounts due such personnel in connection with their performance of Services under
this Agreement and as required by law. Consultant shall be responsible for all reports
and obligations respecting such additional personnel, including, but not limited to: social
security taxes, income tax withholding, unemployment insurance, and workers'
compensation insurance.
3.5 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of Commission.
3.6 Substitution of Key Personnel. Consultant has represented to
Commission that certain key personnel will perform and coordinate the Services under
this Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence and experience upon written
approval of Commission. In the event that Commission and Consultant cannot agree as
to the substitution of key personnel, Commission shall be entitled to terminate this
Agreement for cause, pursuant to provisions of Section 3.16 of this Agreement. The key
personnel for performance of this Agreement are as follows:
__________________________________.
3.7 Commission’s Representative. Commission hereby designates
Executive Director, or his or her designee, to act as its representative for the performance
of this Agreement ("Commission’s Representative"). Commission's representative shall
have the power to act on behalf of Commission for all purposes under this Agreement.
Consultant shall not accept direction from any person other than Commission's
Representative or his or her designee.
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3.8 Consultant’s Representative. Consultant hereby designates
[___INSERT NAME OR TITLE___], or his or her designee, to act as its representative
for the performance of this Agreement ("Consultant’s Representative"). Consultant’s
Representative shall have full authority to represent and act on behalf of the Consultant
for all purposes under this Agreement. The Consultant’s Representative shall supervise
and direct the Services, using his or her best skill and attention, and shall be responsible
for all means, methods, techniques, sequences and procedures and for the satisfactory
coordination of all portions of the Services under this Agreement.
3.9 Coordination of Services. Consultant agrees to work closely with
Commission staff in the performance of Services and shall be available to Commission's
staff, consultants and other staff at all reasonable times.
3.10 Standard of Care; Licenses. Consultant shall perform the Services
under this Agreement in a skillful and competent manner, consistent with the standard
generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the
professional calling necessary to perform the Services. Consultant warrants that all
employees and subcontractors shall have sufficient skill and experience to perform the
Services assigned to them. Finally, Consultant represents that it, its employees and
subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services and that such licenses and approvals
shall be maintained throughout the term of this Agreement. Consultant shall perform, at
its own cost and expense and without reimbursement from Commission, any Services
necessary to correct errors or omissions which are caused by the Consultant’s failure to
comply with the standard of care provided for herein, and shall be fully responsible to the
Commission for all damages and other liabilities provided for in the indemnification
provisions of this Agreement arising from the Consultant’s errors and omissions.
3.11 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to Commission, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold Commission, its
officials, directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
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3.12 Insurance.
3.12.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the Commission that
it has secured all insurance required under this section, in a form and with insurance
companies acceptable to the Commission. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has secured all insurance
required under this section.
3.12.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for
injuries to persons or damages to property which may arise from or in connection with the
performance of the Agreement by the Consultant, its agents, representatives, employees
or subcontractors. Consultant shall also require all of its subcontractors to procure and
maintain the same insurance for the duration of the Agreement. Such insurance shall
meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at
least as broad as the latest version of the following: (1) General Liability: Insurance
Services Office Commercial General Liability coverage (occurrence form CG 0001 or
exact equivalent); (2) Automobile Liability: Insurance Services Office Business Auto
Coverage (form CA 0001, code 1 (any auto) or exact equivalent); and (3) Workers’
Compensation and Employer’s Liability: Workers’ Compensation insurance as required
by the State of California and Employer’s Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability Insurance
or other form with general aggregate limit is used, either the general aggregate limit shall
apply separately to this Agreement/location or the general aggregate limit shall be twice
the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily
injury and property damage; and (3) if Consultant has an employees, Workers’
Compensation and Employer’s Liability: Workers’ Compensation limits as required by the
Labor Code of the State of California. Employer’s Practices Liability limits of $1,000,000
per accident.
3.12.3 Professional Liability. Consultant shall procure and maintain,
and require its sub-consultants to procure and maintain, for a period of five (5) years
following completion of the Project, errors and omissions liability insurance appropriate to
their profession. Such insurance shall be in an amount not less than $1,000,000 per
claim. This insurance shall be endorsed to include contractual liability applicable to this
Agreement and shall be written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the Consultant. “Covered Professional Services” as
designated in the policy must specifically include work performed under this Agreement.
The policy must “pay on behalf of” the insured and must include a provision establishing
the insurer's duty to defend.
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3.12.4 Aircraft Liability Insurance. Prior to conducting any Services
requiring use of aircraft, Consultant shall procure and maintain, or cause to be procured
and maintained, aircraft liability insurance or equivalent form, with a single limit as shall
be required by the Commission. Such insurance shall include coverage for owned, hired
and non-owned aircraft and passengers, and shall name, or be endorsed to name, the
Commission, Caltrans and their directors, officials, officers, employees and agents as
additional insureds with respect to the Services or operations performed by or on behalf
of the Consultant.
3.12.5 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms
approved by the Commission to add the following provisions to the insurance policies:
(A) General Liability.
(i) Commercial General Liability Insurance must
include coverage for (1) bodily Injury and property damage; (2) personal Injury/advertising
Injury; (3) premises/operations liability; (4) products/completed operations liability; (5)
aggregate limits that apply per Project; (6) explosion, collapse and underground (UCX)
exclusion deleted; (7) contractual liability with respect to this Agreement; (8) broad form
property damage; and (9) independent consultants coverage.
(ii) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for
claims or suits by one insured against another; or (3) contain any other exclusion contrary
to this Agreement.
(iii) The policy shall give the Commission, its
directors, officials, officers, employees, and agents insured status using ISO endorsement
forms 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(iv) The additional insured coverage under the
policy shall be “primary and non-contributory” and will not seek contribution from the
Commission’s insurance or self-insurance and shall be at least as broad as CG 20 01 04
13, or endorsements providing the exact same coverage.
(B) Automobile Liability. The automobile liability policy
shall be endorsed to state that: (1) the Commission, its directors, officials, officers,
employees and agents shall be covered as additional insureds with respect to the
ownership, operation, maintenance, use, loading or unloading of any auto owned, leased,
hired or borrowed by the Consultant or for which the Consultant is responsible; and (2)
the insurance coverage shall be primary insurance as respects the Commission, its
directors, officials, officers, employees and agents, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage.
Any insurance or self-insurance maintained by the Commission, its directors, officials,
officers, employees and agents shall be excess of the Consultant’s insurance and shall
not be called upon to contribute with it in any way.
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(C) Workers’ Compensation and Employers Liability
Coverage.
(i) Consultant certifies that he/she is aware of the
provisions of Section 3700 of the California Labor Code which requires every employer
to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and he/she will comply with such provisions
before commencing work under this Agreement.
(ii) The insurer shall agree to waive all rights of
subrogation against the Commission, its directors, officials, officers, employees and
agents for losses paid under the terms of the insurance policy which arise from work
performed by the Consultant.
(D) All Coverages.
(i) Defense costs shall be payable in addition to the
limits set forth hereunder.
(ii) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other
requirement, or a waiver of any coverage normally provided by any insurance. It shall be
a requirement under this Agreement that any available insurance proceeds broader than
or in excess of the specified minimum insurance coverage requirements and/or limits set
forth herein shall be available to the Commission, its directors, officials, officers,
employees and agents as additional insureds under said policies. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and maximum limits of coverage
of any insurance policy or proceeds available to the named insured; whichever is greater.
(iii) The limits of insurance required in this
Agreement may be satisfied by a combination of primary and umbrella or excess
insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a
provision that such coverage shall also apply on a primary and non-contributory basis for
the benefit of the Commission (if agreed to in a written contract or agreement) before the
Commission’s own insurance or self-insurance shall be called upon to protect it as a
named insured. The umbrella/excess policy shall be provided on a “following form” basis
with coverage at least as broad as provided on the underlying policy(ies).
(iv) Consultant shall provide the Commission at
least thirty (30) days prior written notice of cancellation of any policy required by this
Agreement, except that the Consultant shall provide at least ten (10) days prior written
notice of cancellation of any such policy due to non-payment of premium. If any of the
required coverage is cancelled or expires during the term of this Agreement, the
Consultant shall deliver renewal certificate(s) including the General Liability Additional
Insured Endorsement to the Commission at least ten (10) days prior to the effective date
of cancellation or expiration.
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(v) The retroactive date (if any) of each policy is to
be no later than the effective date of this Agreement. Consultant shall maintain such
coverage continuously for a period of at least three years after the completion of the work
under this Agreement. Consultant shall purchase a one (1) year extended reporting
period A) if the retroactive date is advanced past the effective date of this Agreement; B)
if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-
made policy with a retroactive date subsequent to the effective date of this Agreement.
(vi) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Consultant, and any approval of said
insurance by the Commission, is not intended to and shall not in any manner limit or
qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to
this Agreement, including but not limited to, the provisions concerning indemnification.
(vii) If at any time during the life of the Agreement,
any policy of insurance required under this Agreement does not comply with these
specifications or is canceled and not replaced, Commission has the right but not the duty
to obtain the insurance it deems necessary and any premium paid by Commission will be
promptly reimbursed by Consultant or Commission will withhold amounts sufficient to pay
premium from Consultant payments. In the alternative, Commission may cancel this
Agreement. The Commission may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(viii) Neither the Commission nor any of its directors,
officials, officers, employees or agents shall be personally responsible for any liability
arising under or by virtue of this Agreement.
Each insurance policy required by this Agreement shall
be endorsed to state that:
3.12.6 Deductibles and Self-Insurance Retentions. Any deductibles
or self-insured retentions must be declared to and approved by the Commission. If the
Commission does not approve the deductibles or self-insured retentions as presented,
Consultant shall guarantee that, at the option of the Commission, either: (1) the insurer
shall reduce or eliminate such deductibles or self-insured retentions as respects the
Commission, its directors, officials, officers, employees and agents; or, (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.12.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in
California, and satisfactory to the Commission.
3.12.8 Verification of Coverage. Consultant shall furnish
Commission with original certificates of insurance and endorsements effecting coverage
required by this Agreement on forms satisfactory to the Commission. The certificates and
endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf. All certificates and endorsements must be received
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and approved by the Commission before work commences. The Commission reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.12.9 Subconsultant Insurance Requirements. Consultant shall not
allow any subcontractors or subconsultants to commence work on any subcontract until
they have provided evidence satisfactory to the Commission that they have secured all
insurance required under this section. Policies of commercial general liability insurance
provided by such subcontractors or subconsultants shall be endorsed to name the
Commission as an additional insured using ISO form CG 20 38 04 13 or an endorsement
providing the exact same coverage. If requested by Consultant, the Commission may
approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
3.13 Safety. Consultant shall execute and maintain its work so as to avoid
injury or damage to any person or property. In carrying out its Services, the Consultant
shall at all times be in compliance with all applicable local, state and federal laws, rules
and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in
accident prevention for all employees and subcontractors, such as safe walkways,
scaffolds, fall protection ladders, bridges, gang planks, confined space procedures,
trenching and shoring, equipment and other safety devices, equipment and wearing
apparel as are necessary or lawfully required to prevent accidents or injuries; and (C)
adequate facilities for the proper inspection and maintenance of all safety measures.
3.14 Fees and Payment.
3.14.1 Compensation. Consultant shall receive compensation,
including authorized reimbursements, for all Services rendered under this Agreement at
the rates set forth in Exhibit "C" attached hereto. The total compensation shall not exceed
[_____Dollars ($ )_____] without written approval of Commission's Executive Director
(“Total Compensation”). Extra Work may be authorized, as described below, and if
authorized, will be compensated at the rates and manner set forth in this Agreement.
3.14.2 Payment of Compensation. Consultant shall submit to
Commission a monthly statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement.
Commission shall, within 45 days of receiving such statement, review the statement and
pay all approved charges thereon.
3.14.3 Reimbursement for Expenses. Consultant shall not be
reimbursed for any expenses unless authorized in writing by Commission.
3.14.4 Extra Work. At any time during the term of this Agreement,
Commission may request that Consultant perform Extra Work. As used herein, "Extra
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Work" means any work which is determined by Commission to be necessary for the
proper completion of the Project, but which the parties did not reasonably anticipate would
be necessary at the execution of this Agreement. Consultant shall not perform, nor be
compensated for, Extra Work without written authorization from Commission's Executive
Director.
3.15 Accounting Records. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred and fees charged under
this Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of Commission during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of final
payment under this Agreement.
3.16 Termination of Agreement.
3.16.1 Grounds for Termination. Commission may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof. Upon termination, Consultant shall be compensated only for those
services which have been fully and adequately rendered to Commission through the
effective date of the termination, and Consultant shall be entitled to no further
compensation. Consultant may not terminate this Agreement except for cause.
3.16.2 Effect of Termination. If this Agreement is terminated as
provided herein, Commission may require Consultant to provide all finished or unfinished
Documents and Data, as defined below, and other information of any kind prepared by
Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such document and other information within fifteen
(15) days of the request.
3.16.3 Additional Services. In the event this Agreement is terminated
in whole or in part as provided herein, Commission may procure, upon such terms and in
such manner as it may determine appropriate, services similar to those terminated.
3.17 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT: COMMISSION:
S2 Engineering, Inc. Riverside County
8608 Utica Avenue Transportation Commission
Suite 100 4080 Lemon Street, 3rd Floor
Rancho Cucamonga, CA 91730 Riverside, CA 92501
Attn: Sagar Pandey Attn: Executive Director
Such notice shall be deemed made when personally delivered or when
mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid
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and addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.18 Ownership of Materials/Confidentiality.
3.18.1 Documents & Data. This Agreement creates an exclusive and
perpetual license for Commission to copy, use, modify, reuse, or sub-license any and all
copyrights and designs embodied in plans, specifications, studies, drawings, estimates,
materials, data and other documents or works of authorship fixed in any tangible medium
of expression, including but not limited to, physical drawings or data magnetically or
otherwise recorded on computer diskettes, which are prepared or caused to be prepared
by Consultant under this Agreement (“Documents & Data”).
Consultant shall require all subcontractors to agree in writing that
Commission is granted an exclusive and perpetual license for any Documents & Data the
subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal
right to grant the exclusive and perpetual license for all such Documents & Data.
Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to
Consultant by the Commission.
Commission shall not be limited in any way in its use of the
Documents & Data at any time, provided that any such use not within the purposes
intended by this Agreement shall be at Commission’s sole risk.
3.18.2 Intellectual Property. In addition, Commission shall have and
retain all right, title and interest (including copyright, patent, trade secret and other
proprietary rights) in all plans, specifications, studies, drawings, estimates, materials,
data, computer programs or software and source code, enhancements, documents, and
any and all works of authorship fixed in any tangible medium or expression, including but
not limited to, physical drawings or other data magnetically or otherwise recorded on
computer media (“Intellectual Property”) prepared or developed by or on behalf of
Consultant under this Agreement as well as any other such Intellectual Property prepared
or developed by or on behalf of Consultant under this Agreement.
The Commission shall have and retain all right, title and interest in
Intellectual Property developed or modified under this Agreement whether or not paid for
wholly or in part by Commission, whether or not developed in conjunction with Consultant,
and whether or not developed by Consultant. Consultant will execute separate written
assignments of any and all rights to the above referenced Intellectual Property upon
request of Commission.
Consultant shall also be responsible to obtain in writing separate
written assignments from any subcontractors or agents of Consultant of any and all right
to the above referenced Intellectual Property. Should Consultant, either during or
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following termination of this Agreement, desire to use any of the above-referenced
Intellectual Property, it shall first obtain the written approval of the Commission.
All materials and documents which were developed or prepared by
the Consultant for general use prior to the execution of this Agreement and which are not
the copyright of any other party or publicly available and any other computer applications,
shall continue to be the property of the Consultant. However, unless otherwise identified
and stated prior to execution of this Agreement, Consultant represents and warrants that
it has the right to grant the exclusive and perpetual license for all such Intellectual Property
as provided herein.
Commission further is granted by Consultant a non-exclusive and
perpetual license to copy, use, modify or sub-license any and all Intellectual Property
otherwise owned by Consultant which is the basis or foundation for any derivative,
collective, insurrectional, or supplemental work created under this Agreement.
3.18.3 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant
in connection with the performance of this Agreement shall be held confidential by
Consultant. Such materials shall not, without the prior written consent of Commission, be
used by Consultant for any purposes other than the performance of the Services. Nor
shall such materials be disclosed to any person or entity not connected with the
performance of the Services or the Project. Nothing furnished to Consultant which is
otherwise known to Consultant or is generally known, or has become known, to the
related industry shall be deemed confidential. Consultant shall not use Commission's
name or insignia, photographs of the Project, or any publicity pertaining to the Services
or the Project in any magazine, trade paper, newspaper, television or radio production or
other similar medium without the prior written consent of Commission.
3.18.4 Infringement Indemnification. Consultant shall defend,
indemnify and hold the Commission, its directors, officials, officers, employees,
volunteers and agents free and harmless, pursuant to the indemnification provisions of
this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade
name, trademark, or any other proprietary right of any person or entity in consequence of
the use on the Project by Commission of the Documents & Data, including any method,
process, product, or concept specified or depicted.
3.19 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary, appropriate or convenient to attain the purposes of this Agreement.
3.20 Attorney's Fees. If either party commences an action against the
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and recover
from the losing party reasonable attorney's fees and costs of such actions.
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3.21 Indemnification. Consultant shall defend, indemnify and hold the
Commission, its directors, officials, officers, agents, consultants, employees and
volunteers free and harmless from any and all claims, demands, causes of action, costs,
expenses, liabilities, losses, damages or injuries, in law or in equity, to property or
persons, including wrongful death, in any manner arising out of or incident to any alleged
negligent acts, omissions or willful misconduct of the Consultant, its officials, officers,
employees, agents, consultants, and contractors arising out of or in connection with the
performance of the Services, the Project or this Agreement, including without limitation,
the payment of all consequential damages, attorneys fees and other related costs and
expenses. Consultant shall defend, at Consultant’s own cost, expense and risk, any and
all such aforesaid suits, actions or other legal proceedings of every kind that may be
brought or instituted against the Commission, its directors, officials, officers, agents,
consultants, employees and volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the Commission or its directors, officials,
officers, agents, consultants, employees and volunteers, in any such suit, action or other
legal proceeding. Consultant shall reimburse the Commission and its directors, officials,
officers, agents, consultants, employees and volunteers, for any and all legal expenses
and costs, including reasonable attorney’s fees, incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant’s obligation to
indemnity shall not be restricted to insurance proceeds, if any, received by the
Commission or its directors, officials, officers, agents, consultants, employees and
volunteers. Notwithstanding the foregoing, to the extent Consultant's Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Consultant. This Section 3.21
shall survive any expiration or termination of this Agreement.
3.22 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be
supplemented, amended, or modified by a writing signed by both parties.
3.23 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Riverside County.
3.24 Time of Essence. Time is of the essence for each and every
provision of this Agreement.
3.25 Commission's Right to Employ Other Consultants. The Commission
reserves the right to employ other consultants in connection with this Project.
3.26 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties, and shall not be assigned by Consultant without
the prior written consent of Commission.
3.27 Prohibited Interests and Conflicts.
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3.27.1 Solicitation. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants
that it has not paid nor has it agreed to pay any company or person, other than a bona
fide employee working solely for Consultant, any fee, commission, percentage, brokerage
fee, gift or other consideration contingent upon or resulting from the award or making of
this Agreement. For breach or violation of this warranty, Commission shall have the right
to rescind this Agreement without liability.
3.27.2 Conflict of Interest. For the term of this Agreement, no
member, officer or employee of Commission, during the term of his or her service with
Commission, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.27.3 Conflict of Employment. Employment by the Consultant of
personnel currently on the payroll of the Commission shall not be permitted in the
performance of this Agreement, even though such employment may occur outside of the
employee’s regular working hours or on weekends, holidays or vacation time. Further,
the employment by the Consultant of personnel who have been on the Commission
payroll within one year prior to the date of execution of this Agreement, where this
employment is caused by and or dependent upon the Consultant securing this or related
Agreements with the Commission, is prohibited.
3.27.4 Employment Adverse to the Commission. Consultant shall
notify the Commission, and shall obtain the Commission’s written consent, prior to
accepting work to assist with or participate in a third-party lawsuit or other legal or
administrative proceeding against the Commission during the term of this Agreement.
3.28 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any employee or
applicant for employment because of race, religion, color, national origin, ancestry, sex
or age. Such non-discrimination shall include, but not be limited to, all activities related
to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions
of Commission's Disadvantaged Business Enterprise program, Affirmative Action Plan or
other related Commission programs or guidelines currently in effect or hereinafter
enacted.
3.29 Subcontracting. Consultant shall not subcontract any portion of the
work or Services required by this Agreement, except as expressly stated herein, without
prior written approval of the Commission. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
3.30 Prevailing Wages. By its execution of this Agreement, Consultant
certified that it is aware of the requirements of California Labor Code Sections 1720 et
seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000
et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates
and the performance of other requirements on certain “public works” and “maintenance”
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projects. If the Services are being performed as part of an applicable “public works” or
“maintenance” project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing
Wage Laws. The Commission shall provide Consultant with a copy of the prevailing rate
of per diem wages in effect at the commencement of this Agreement. Consultant shall
make copies of the prevailing rates of per diem wages for each craft, classification or type
of worker needed to execute the Services available to interested parties upon request,
and shall post copies at the Consultant's principal place of business and at the project
site. Consultant shall defend, indemnify and hold the Commission, its elected officials,
officers, employees and agents free and harmless from any claims, liabilities, costs,
penalties or interest arising out of any failure or alleged failure to comply with the
Prevailing Wage Laws.
3.30.1 DIR Registration. Effective March 1, 2015, if the Services are
being performed as part of an applicable “public works” or “maintenance” project, then
pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all
subconsultants must be registered with the Department of Industrial Relations. If
applicable, Consultant shall maintain registration for the duration of the Project and
require the same of any subconsultants. This Project may also be subject to compliance
monitoring and enforcement by the Department of Industrial Relations. It shall be
Consultant’s sole responsibility to comply with all applicable registration and labor
compliance requirements.
3.31 Employment of Apprentices. This Agreement shall not prevent the
employment of properly indentured apprentices in accordance with the California Labor
Code, and no employer or labor union shall refuse to accept otherwise qualified
employees as indentured apprentices on the work performed hereunder solely on the
ground of race, creed, national origin, ancestry, color or sex. Every qualified apprentice
shall be paid the standard wage paid to apprentices under the regulations of the craft or
trade in which he or she is employed and shall be employed only in the craft or trade to
which he or she is registered.
If California Labor Code Section 1777.5 applies to the Services, Consultant
and any subcontractor hereunder who employs workers in any apprenticeable craft or
trade shall apply to the joint apprenticeship council administering applicable standards for
a certificate approving Consultant or any sub-consultant for the employment and training
of apprentices. Upon issuance of this certificate, Consultant and any sub-consultant shall
employ the number of apprentices provided for therein, as well as contribute to the fund
to administer the apprenticeship program in each craft or trade in the area of the work
hereunder.
The parties expressly understand that the responsibility for compliance with
provisions of this Section and with Sections 1777.5, 1777.6 and 1777.7 of the California
Labor Code in regard to all apprenticeable occupations lies with Consultant.
3.32 No Waiver. Failure of Commission to insist on any one occasion
upon strict compliance with any of the terms, covenants or conditions hereof shall not be
deemed a waiver of such term, covenant or condition, nor shall any waiver or
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relinquishment of any rights or powers hereunder at any one time or more times be
deemed a waiver or relinquishment of such other right or power at any other time or times.
3.33 Eight-Hour Law. Pursuant to the provisions of the California Labor
Code, eight hours of labor shall constitute a legal day's work, and the time of service of
any worker employed on the work shall be limited and restricted to eight hours during any
one calendar day, and forty hours in any one calendar week, except when payment for
overtime is made at not less than one and one-half the basic rate for all hours worked in
excess of eight hours per day ("Eight-Hour Law"), unless Consultant or the Services are
not subject to the Eight-Hour Law. Consultant shall forfeit to Commission as a penalty,
$50.00 for each worker employed in the execution of this Agreement by him, or by any
sub-consultant under him, for each calendar day during which such workman is required
or permitted to work more than eight hours in any calendar day and forty hours in any one
calendar week without such compensation for overtime violation of the provisions of the
California Labor Code, unless Consultant or the Services are not subject to the Eight-
Hour Law.
3.34 Subpoenas or Court Orders. Should Consultant receive a subpoena
or court order related to this Agreement, the Services or the Project, Consultant shall
immediately provide written notice of the subpoena or court order to the Commission.
Consultant shall not respond to any such subpoena or court order until notice to the
Commission is provided as required herein, and shall cooperate with the Commission in
responding to the subpoena or court order.
3.35 Survival. All rights and obligations hereunder that by their nature are
to continue after any expiration or termination of this Agreement, including, but not limited
to, the indemnification and confidentiality obligations, and the obligations related to receipt
of subpoenas or court orders, shall survive any such expiration or termination.
3.36 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.37 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Workers’ Compensation or to
undertake self-insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.38 Counterparts. This Agreement may be signed in counterparts, each
of which shall constitute an original.
3.39 Incorporation of Recitals. The recitals set forth above are true and
correct and are incorporated into this Agreement as though fully set forth herein.
3.40 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.
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3.41 Conflicting Provisions. In the event that provisions of any attached
exhibits conflict in any way with the provisions set forth in this Agreement, the language,
terms and conditions contained in this Agreement shall control the actions and obligations
of the Parties and the interpretation of the Parties’ understanding concerning the
performance of the Services.
3.42 Headings. Article and Section Headings, paragraph captions or
marginal headings contained in this Agreement are for convenience only and shall have
no effect in the construction or interpretation of any provision herein.
3.43 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein,
without the prior written consent of the Commission. Any attempt to do so shall be null
and void, and any assignees, hypothecates or transferees shall acquire no right or interest
by reason of such attempted assignment, hypothecation or transfer.
3.44 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the 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.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
TO
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
AGREEMENT WITH S2 ENGINEERING INC. FOR CONSTRUCTION MANAGEMENT
SERVICES, MATERIALS TESTING AND CONSTRUCTION SURVEYING SERVICES
FOR THE LA SIERRA STATION PARKING LOT EXPANSION
IN WITNESS WHEREOF, this Agreement was executed on the date first written
above.
RIVERSIDE COUNTY S2 ENGINEERING, INC.
TRANSPORTATION COMMISSION
By: _________________________ By: ____________________________
Signature John F. Tavaglione
Chair
__________________________
Name
[NOT NEEDED IF APPROVED BY COMMISSION]
__________________________
Title
By: ____________________________
Anne Mayer
Executive Director
Approved as to Form: Attest:
By: ____________________________ By: ________________________
Best Best & Krieger LLP Its: Secretary
General Counsel
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SCOPE OF WORK
Construction Management Services, Materials Testing, and
Construction Surveying
For the
La Sierra Station Parking Lot Expansion Project
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SCOPE OF WORK
The Riverside County Transportation Commission (Commission) is seeking proposals
from qualified professional engineering firms to provide Construction Management,
Materials Testing, and Construction Surveying Services for construction of the La Sierra
Metrolink Station Parking Lot Expansion Project. The proposed Project will double the
size of the existing parking lot as shown in Figures 1, 2 & 3 (Regional Location, Project
Location Map & Conceptual Site Plan). The Project will add approximately 500 parking
spaces, 6 bus bays, modify the existing traffic signal at the Indiana Ave/La Sierra Avenue
intersection, add a new signalized access/driveway onto Indiana Avenue, and construct
a storage building (wood framed) on an approximately 4.69 acre site. Additional
work/features include:
• Utility relocations;
• Site grading;
• Storm drain facilities;
• Hot Mixed Asphalt concrete (HMA) and Portland cement concrete (PCC) pavement
• Curb and gutter;
• Pavement stenciling, striping and signage
• Concrete planter curbs;
• Landscaping and landscape irrigation;
• Wrought iron fencing;
• Lighting, CCTV, and communications systems
• Information kiosk; and,
• Restroom facilities for use by RTA and site security personnel.
Construction Schedule (Tentative)
The anticipated construction schedule for the Project is shown below:
Start Construction January 2017
Project Duration 160 Working Days
Construction Cost (Tentative)
The anticipated cost of the work is $2 Million
Performance Requirements
Construction Management: Offeror shall furnish a Project Manager/Resident
Engineer to coordinate Offeror operations with Commission. The Project Manager
shall be responsible for all matters related to Offeror’s personnel and operations. A
Resident Engineer shall be assigned as a single point of contact to direct and
coordinate construction activities under this agreement. Other Assistant Resident
Engineers may be assigned to specific project responsibilities as needed. The
Resident Engineer shall be a Civil Engineer, registered in the State of California,
and shall be in responsible charge of construction activity within the Project.
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The number of Offeror personnel assigned to the Project will vary throughout the
duration of the agreement. Offeror personnel will be assigned, in varying levels of
responsibility, as needed by the Offeror to meet the Project schedule and comply
with Project requirements.
Resumes of personnel shall be submitted to the Commission for review and
approval prior to assignment to the Project. The Commission and Offeror will jointly
determine the quality and quantity of services that are required by Offeror
personnel. Personnel selected for assignment by Offeror shall be made available
for personal interviews prior to acceptance by the Commission. If, in the opinion of
Commission, an individual lacks adequate experience, the individual may be
rejected or may be accepted on a trial basis until such time the individual's ability
to perform the required services has been demonstrated. If, at any time, the
performance of Offeror personnel is unsatisfactory to the Commission, the
Commission may release him/her by written notice and may request another
qualified person be assigned.
If Offeror personnel are on leave of absence, the Project Manager shall provide
approved, equally qualified replacement personnel until the assigned personnel
returns to the Project.
The typical workday includes all hours worked by the construction Contractor. If
necessary, overtime for Offeror personnel may be required. The construction
Contractor's operations may be restricted to specific hours during the week, which
shall become the normal workday for Offeror personnel. The Project Manager, with
concurrence from the Commission, shall have the authority to increase, decrease,
or eliminate Offeror personnel work hours dependent on the schedule and
requirements of the construction Contractor. All overtime required by Offeror
personnel shall be approved and authorized by the Commission prior to each
occurrence.
Offeror personnel shall be knowledgeable of and comply with all applicable local,
state, and federal regulations. Offeror personnel shall cooperate and consult with
the Commission and city officials during the course of the Project. Offeror
personnel shall perform duties as may be required to assure that construction is
being performed in accordance with the Project plans and specifications. Offeror
personnel shall keep accurate and timely records and document all work performed
by the Contractor and Offeror.
Offeror shall monitor for Contractor’s compliance with the labor standards
provisions of the projects and the related wage determination decisions of the
Secretary of Labor.
Offeror personnel shall assist the Commission and local agencies in obtaining
compliance with the safety and accident prevention provisions of the projects. Local
agencies will retain jurisdictional control for traffic control.
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All services required hereunder shall be performed in accordance with California
Department of Transportation guidelines, regulations, policies, procedures,
manuals, and standards, except as noted in the special provisions.
Materials Testing: The number of field testing personnel assigned to the Project
will vary throughout the duration of the construction Contract. Offeror personnel will
be assigned as needed by the Resident Engineer to meet the schedule of the
construction Contractor.
The Resident Engineer shall coordinate materials testing and inspection with the
Contractor to avoid delay.
The Commission intends to maintain a consistency of material testing quality
throughout each phase of each Project. Offeror is therefore encouraged to provide,
where ever and whenever possible, the same field personnel for the duration of
construction of the Project.
Resumes of materials testing personnel shall be submitted to the Commission for
review and approval prior to assignment to the Project. If, at any time, the level of
performance of any testing personnel is below expectations, Commission may
release that field person and request that another be assigned as needed.
If a member of Offeror's personnel is on a leave of absence, Offeror's Project
Manager will provide an equally qualified replacement employee until the original
member returns to work. The replacement employee will meet all the requirements
of a permanently assigned employee.
All personnel shall be knowledgeable of, and comply with, all applicable local,
Caltrans, and federal regulations; cooperate and consult with the Commission and
local agency officials during the course of the agreement; and perform other duties
as may be required to assure that the construction is being performed in
accordance with the Project plans and specifications. Offeror’s personnel will keep
records and document the work as directed by the Resident Engineer.
Offeror personnel shall assist the Commission and local agencies in obtaining
compliance with the safety and accident prevention provisions of the Project. Local
agencies will retain jurisdictional control for traffic control.
All services required hereunder will be performed in accordance with Caltrans
regulations, policies, procedures, manuals, and standards.
Construction Surveying: Offeror will furnish a surveying crew to perform
construction surveys and final monumentation for the Project. The same survey
crew will provide services throughout the duration of the construction contract.
Offeror personnel will be assigned as needed by the Resident Engineer to meet the
schedule of the construction contractor.
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It is the intent of the Commission to maintain a consistency of construction survey
quality throughout each phase of each project. Therefore, Offeror is encouraged to
provide the same field personnel for the duration of construction. It is important that
the Field Party Chief(s) assigned to a project be completely familiar with the survey
requirements and the assignments for the Project.
Resumes of Offeror personnel and certification must be submitted to the
Commission for review. Offeror personnel must be approved by the Commission
prior to assignment to a project. The Commission and Offeror will have the
responsibility of determining the quality and quantity of work performed by Offeror
personnel. If, at any time, the level of performance by Offeror personnel is below
expectations, Commission may release the survey crew member and request that
another be assigned.
If Offeror’s survey crew personnel assigned to the Project is on a leave of absence,
the Project Manager will provide an equally qualified replacement(s) until the
original employee(s) returns to work. The replacement will be required to meet all
the requirements of the permanently assigned employee.
Offeror personnel will:
• Be knowledgeable with and comply with applicable building codes and local,
Caltrans, state, and federal regulations;
• Cooperate and consult with Commission officials during the course of the
agreement;
• Perform duties as may be required to assure construction is performed in
accordance with the Project plans and specifications; and
• Keep records and document work as directed by the Resident Engineer.
All services required hereunder will be performed in accordance with Caltrans
regulations, policies, procedures, manuals, and standards except as directed
otherwise by the Commission.
Duties and Responsibilities
1. Pre-construction Services
a. Plan Review
Offeror shall review construction contract documents prior to construction. Tasks
include review of plans, specifications, technical reports, Resident Engineer’s
pending files, liaison with the city of Riverside (including Building Permit
requirements), utility arrangements, operational arrangements with BNSF and/or
RTA (as needed), and existing station operations in order to verify completeness
and consistency of documents throughout the Project. At minimum, Offeror shall
check for quantity discrepancies, potential conflicts, constructability, and
consistency between plans, specifications and pay items.
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b. Schedule
Offeror shall review the proposed Project schedule, compare it to the Project plans
and specifications, and provide recommendations to the Commission, as
appropriate, to ensure efficiency of Contractor and Offeror operations and safe and
expeditious completion of the Project.
c. Budget
Offeror shall review the Project estimate and provide recommendations to the
Commission, as appropriate, to ensure efficient utilization of funds and control of
project costs.
2. Bid Process
a. Bid Documents
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid questions and draft responses;
2) Draft addenda to the bid documents;
3) Review of bidder’s documents; and
4) Prepare bid tabulation.
b. Pre-construction Meetings
Offeror shall assist the Commission in conducting one (1) or more, pre-construction
meetings with all involved parties on the Project. Parties may include, but are not
limited to, the Contractor, the Design Engineer, Caltrans, city of Riverside, and utility
companies.
c. Contract Award
Offeror shall assist the Commission, as requested, with the following tasks:
1) Review bid for completeness and responsiveness.
2) Perform bid analysis.
3) Develop Contractor payment schedules, and other procedural items.
4) Check Contractor references, licenses, insurance, and sureties.
5) Coordinate with prospective Contractor for award of construction
contract(s).
All processes will be consistent with procedures outlined by the California
Department of Transportation for Special Funded Programs and/or relevant
COMMISSION procedures.
3. Project Administration
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a. Offeror shall administer Project construction contract using Caltrans
Construction Manual as a guideline.
b. Offeror shall conduct regular Project coordination meetings with Contractor,
Commission, local agencies, and Design Engineer, as appropriate.
c. Offeror shall review and approve the Contractor’s Baseline Schedule and
subsequent Updates and track weather or unsuitable site conditions on a
weekly basis.
Offeror shall prepare Contractor progress payments and maintain payment
records and supporting documentation. All progress payments shall be
reviewed by the Commission for approval.
d. Offeror shall establish and maintain Project records. Project record keeping
shall include, but are not limited to the following: correspondence,
memoranda, contract documents, change orders, claims, Commission and
engineer directives, meeting minutes, shop drawings, materials records,
survey data, supplemental drawings, progress payments and requirements
listed elsewhere. Offeror shall maintain a record of the names, addresses,
and telephone and fax numbers of the Contractor, subcontractors, and
principal material suppliers.
e. Offeror shall establish and maintain a filing system for each Project using the
Caltrans Construction Manual as a guideline.
f. Offeror shall monitor Contractors’ construction schedules on an ongoing
basis and alert the Commission to conditions that may lead to delays in
completion of the Project.
g. Offeror shall prepare and submit a Monthly Project Report (MPR). The MPR
shall include construction activity, accomplishments, safety and traffic
issues, and status of Requests for Information (RFIs), submittals, current
issues, Contract Change Orders (CCOs) and current Project budget and
schedule. The format and contents of the MPR will be determined by RCTC.
Provision of an MPR acceptable to the Commission will be a condition
precedent for payment of the CM’s invoices.
h. Offeror shall review and ensure compliance with environmental
requirements.
i. Offeror shall ensure that the Project meets all provisions of the Caltrans
Quality Assurance Program Manual.
j. Offeror shall conduct labor interviews and review Contractors’ certified
payroll records/fringe benefit statements, etc and maintain records to assist
the Commission with labor compliance.
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k. Offeror shall ensure that the Project meets all provisions of an approved
Storm Water Pollution Prevention Plan (SWPPP) and coordinate with the
State Water board by providing data to their SMARTS system.
l. Offeror shall assure that the Project meets all applicable regulations of the
Air Quality Management District (AQMD).
4. Construction Coordination
a. Offeror shall provide a qualified Resident Engineer and other qualified
assistant Resident Engineers, as needed to effectively manage the Project.
b. Offeror Resident Engineer shall act as a single point of contact between
Contractor, the Commission, Offeror’s construction surveyor, Offeror’s
materials inspector, and utility companies. Offeror may, when requested by
the Commission, act as point of contact between Design Engineers,
Caltrans, city of Riverside, utilities, and the public.
c. Offeror shall maintain regular contact with the Commission’s Construction
Manager.
d. Offeror shall review Project plans and special provisions for possible errors
and deficiencies prior to construction of any specific element and report such
findings to Commission. Should the Commission determine that changes
are necessary, Offeror shall prepare Contract Change Orders (CCOs) and
supporting transmittal memoranda in accordance with construction contract
documents and Commission procedures.
e. Offeror shall monitor, coordinate, and track construction progress to ensure
the Project proceeds on schedule and according to the order of work
required in the plans and special provisions. Offeror shall direct the
Contractor, in conjunction with Commission, to expedite work, as required,
to maintain schedule.
f. Offeror shall coordinate review of shop drawings and Requests for
Information (RFI) with the Construction Manager. Offeror shall log and track
all submittals and RFIs.
g. Offeror shall provide a qualified SWPPP coordinator who shall review
Contractor-prepared Storm Water Pollution Prevention Plans (SWPPP) and
coordinate approval with the city of Riverside and the Commission. Offeror
shall cooperate with Caltrans and/or monitoring agencies during inspections
and field reviews.
h. Offeror shall coordinate the implementation of any changes with the
Construction Manager and the Design Engineer.
i. Offeror shall review and approve Traffic Control Plans and forward to
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Commission as necessary.
j. Offeror shall coordinate all Project construction activities with other on-going
projects within and adjacent to the Project limits.
k. Offeror shall coordinate all Project construction activities with existing La
Sierra Station operations.
5. Construction Inspection
a. Offeror shall coordinate all required inspections necessary for the Project.
Offeror shall ensure that appropriate city and local agency are notified and
present as required throughout the Project. Offeror hall notify the
Commission immediately regarding any directives, recommendations,
notices, etc. received from agencies other than Commission.
b. Offeror shall perform and document daily on-site inspections of the progress
and quality of construction to determine if the work being performed is in
general conformance with the contract documents, all applicable laws,
codes, and ordinances.
c. Offeror shall exercise reasonable care and diligence to discover and
promptly replace, correct, and/or mitigate all defects or deficiencies in the
materials or workmanship used in the Project. Any such deficiencies and
their resolution shall be reported to the Commission.
d. Offeror personnel assigned to the Project shall be thoroughly familiar with
Caltrans Special Provisions, Standard Specifications and Caltrans Standard
Plans as they apply to this Project. Offeror shall be thoroughly familiar with
the plans and technical provisions provided by the project’s designer as well
as the Commission’s General Conditions. Offeror personnel shall have the
ability to read and interpret construction plans and specifications. Offeror
personnel shall also have knowledge of State of California Construction
Safety Orders (CalOSHA) and traffic control practices as specified in the
Work Area Traffic Control Handbook (WATCH). In addition, Offeror
personnel shall be familiar with the construction requirements of the Caltrans
Storm Water Pollution Prevention Program.
e. Assignments to be performed by Offeror personnel shall include, but are not
limited to, the following:
1) Inspection of dry and wet utilities, inspection and testing of subgrade,
aggregate base and paving, inspection of signage, pavement
markings , and traffic striping, inspection of building foundation and
wood frame building construction, inspection of retaining wall
construction, landscaping and landscape irrigation, signals, electrical
and systems installation and related construction activities. Work
shall include checking grade and alignment, construction traffic
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control, and any other duties that may be required to determine that
construction of the Project is being performed in accordance with the
contract documents;
2) Identifying actual and potential problems associated with the Project
and recommending sound engineering solutions;
3) Maintaining awareness of safety and health requirements. Monitoring
Contractors’ compliance with applicable regulations and construction
contract provisions for the protection of the public and Project
personnel;
4) Preparing complete and accurate daily reports, engineering
calculations, Project records, payment quantity documents, reports,
and correspondence related to Project activities. Documents shall be
sufficient to provide actual cost of force account work (time and
materials payment);
5) Preparing construction sketches, drawings, and cross-sections, as
necessary;
6) Keep contemporaneous records of all additions or deviations from the
approved plans for preparation of as-built plans;
7) Providing inspections for environmental compliance;
8) Arranging for lane closures in accordance with city of Riverside’s
procedures and coordinate any work with the California Highway
Patrol and/or city of Riverside Public Works Department;
9) Maintaining awareness of water discharge requirements. Monitoring
Contractors’ compliance with applicable regulations and construction
contract provisions;
10) Monitoring Contractors’ compliance with applicable regulations
required by AQMD; and
11) Other duties as may be required or reasonably requested.
6. Project Support
a. Construction Surveys
Offeror shall perform construction surveying services, field calculations, and home
office calculations to support construction of the Project. Offeror may be requested
to review available survey data, construction plans, and right-of-way plans to
confirm compatibility and to identify discrepancies prior to and during construction.
The Resident Engineer shall review survey requests from the Contractor and
arrange for the work, as appropriate. Requests may include, but not be limited to,
the following types of surveys and related services:
1) Construction Surveys
Offeror shall assist the Resident Engineer in all phases of construction staking
and calculations as needed.
Survey calculations and adjustments shall be performed with established and
computed coordinates based on the California Coordinate System.
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Cross-section data collection shall be performed by conventional and terrain
line interpolation survey methods.
Survey data will include topography, cross-section, and other survey data in
computer formats compatible with the Caltrans computer survey and design
systems.
Prepare and maintain survey documents. Survey documents include survey
field notes, maps, drawings, and other survey documents.
Perform construction staking, including (where required) but not limited to:
• Utility locations (new and as-built);
• Clearing limits;
• Slope staking;
• Rough grade;
• Finish grade;
• Building layout;
• Storm drain, sanitary sewer, and irrigation systems; and
• Curbs, gutters, and sidewalk.
Monitor for settlement, if required.
Global Positioning Satellite (GPS) equipment shall be utilized if required by the
Commission.
2) Right of Way Lines
Existing right of way will be established from Commission record information
and existing monumentation.
• Perpetuate existing monumentation. Includes restoring, renewing,
referencing, and resetting existing boundary related monumentation
and bench marks. In addition, stake areas where construction disturbs
the existing right of way, preparing and filing required maps and records.
• Final monumentation. Includes setting of centerline points of control
upon completion of construction and documenting control bench marks.
3) Special Design – Data Surveys
Includes drainage, utility, and surveys that might be required for special field
studies.
b. Materials Testing and Geotechnical Services
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Offeror shall provide experienced personnel, equipment, and facilities to perform
various construction materials sampling and testing. Laboratory and field materials
testing shall be used to ensure that construction work conforms to the applicable
city of Riverside or Caltrans standards, specifications, and the Design Engineer’s
technical provisions for material quality and workmanship.
All field and laboratory testing shall be performed in accordance with California Test
Methods or test methods specified by the Design Engineer in the technical
provisions of the Contract.
Offeror shall be responsible for the accuracy and completeness of all test data
compilation and results.
All material test results shall be provided in accordance with the applicable
Standard Specifications and Special Provisions, and California Test methods or
procedures set forth by the Design Engineer or the city of Riverside. Failing tests
will be immediately reported internally to the Resident Engineer. All test results will
be recorded on the appropriate forms. The test documents will be legible and show
the identity of the tester where appropriate. A summary sheet containing all results
of a particular regime of tests shall be developed and kept current.
All test results and inspection reports shall be available to the Commission during
construction and proved at the conclusion of construction.
c. Permits
Offeror shall review the Project for permit compliance and coordinate with
Commission and the Design Engineer to ensure that necessary permits are
obtained. Offeror shall assist Commission in the coordination, timely processing
and verification of approval for all permits. Offeror shall maintain permits and permit
documentation on site.
7. Cost and Schedule
a. Offeror shall monitor and track the following:
1) Contract pay item quantities and payments;
2) Contract Change Orders;
3) Supplemental work items;
4) Agency and/or State furnished materials;
5) Materials-on-hand but not installed;
6) Anticipated extra work balance;
7) Contingency balance; and
8) Project budget.
b. Offeror shall review and monitor Contractor’s schedule and inform
Commission of any significant changes or deviations in the schedule.
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c. Offeror shall provide and maintain a Project staffing plan of field office
personnel. In cooperation with Commission, the staffing plan shall be
periodically updated to reflect Project progress and needs.
8. Contract Change Orders and Claims
a. Offeror shall receive and evaluate requests for changes and/or substitutions
by the Contractor. Offeror shall coordinate proposed changes with the
Commission’s Construction Manager and shall prepare and submit Contract
Change Orders to the Commission for approval accompanied by Offeror’s
Transmittal Memo describing background information, reasons for the
change and proposed method of payment and/or adjustment of contract
time.
b. Offeror shall attempt to avoid all unnecessary Contract Change Orders.
When a Contract Change Order is necessary, Offeror shall consult with the
Commission prior to its preparation. Unless directed otherwise by
Commission, the preferred method of payment for Contract Change Orders
should be as follows:
1) Agreed Price;
2) Adjustment in compensation to a bid item; and
3) Time and materials or Force Account.
c. Offeror shall identify and preemptively attempt to resolve all potential claims,
track and monitor unresolved claims, and implement a claims avoidance
process.
d. Offeror shall assist Commission, as requested, in the identification,
resolution, and final disposition of claims filed by the Contractor or third
parties against Commission or the Project.
9. Safety
In addition to the requirements specified elsewhere in this contract, the following
shall also apply:
a. Offeror shall implement and conduct a comprehensive safety program
including regular tail-gate safety meetings for Offeror’s personnel;
b. Offeror shall prepare an Illness and Injury Protection Plan;
c. Offeror shall provide monthly safety status reports;
d. Offeror shall comply with State of California Construction Safety Orders and
provisions of the Caltrans Construction Manual as appropriate;
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e. Offeror shall provide appropriate safety training for all Offeror field personnel;
and
f. Offeror shall provide all necessary safety equipment as required for Offeror
personnel.
10. Project Close Out
a. Offeror shall conduct a final walk-through with the Commission and Design
Engineers.
b. Offeror shall prepare a list of items to be completed and/or corrected by the
Contractor [Punch List] for final completion of the Project.
c Offeror shall review and verify completeness of as-built drawings.
d. Offeror shall prepare final construction reports including the Project
Completion Report.
e Offeror shall prepare and deliver to the Commission all Project files in
accordance with Commission’s and Caltrans policies.
f. Offeror shall assist the Commission and Contractor in obtaining final release
of all Project permits.
DELIVERABLES
a. Offeror ’s Illness and Injury Prevention Plan as described in the CalOSHA
Construction Safety Orders.
b. Correspondence to/from Contractor, Resident Engineers’ daily reports,
Assistant Resident Engineers’ daily reports, and extra work diaries.
c. Approved Project Baseline Schedule and Monthly Updates with analysis with
Weekly Statements of Working Days.
d. Monthly Project Reports.
e. Listing of approved submittals with supporting information.
f. RFI submittals and responses.
g. Monthly Construction Contract progress payments, back-up documentation,
and support information as requested.
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h. Contractor final payment documents, delivered to Commission no later than
ten (10) working days after acceptance by Commission of the completed
construction Projects.
i. Project Completion Report.
j. All Project files, Project reports, correspondence, memoranda, shop
drawings, Project logs, change order data, claims and claim reports, and
Contractor payment records.
k. Certified payrolls and fringe benefit statements for all employees, Offeror
and Contractor, who are subject to the State and/or Federal prevailing wage
rates.
l. All materials test results and field testing and/or testing reports. Include
reports required by the city’s building officials.
m. Unless otherwise specified in the survey request, the deliverables shall
conform to the following:
1) Survey points, lines, and monuments shall be established, marked,
identified, and referenced as required by survey request and
requirements herein; and
2) Survey notes, drawings, calculations, and other survey documents and
information shall be completed as required by the survey request and
the requirements herein.
n. All original survey documents resulting from this agreement, including
original field notes, adjustment calculations, final results, and appropriate
intermediate documents, shall be delivered to the Resident Engineer and
shall become the property of the Commission. A copy of all survey
documents furnished by Commission shall be retained by Offeror for future
reference.
When the survey is performed with a total station survey system, the original
field notes shall be a hard copy in a readable format of the data (observations)
as originally collected and submitted by the survey party. The hard copy shall
be signed by the Party Chief. If the Party Chief is not licensed, the person in
“responsible charge” will be required to sign.
o. Deliverables to the Resident Engineer shall follow the format specified
below:
• Horizontal Control;
• Alpha numeric hard copy point listing with adjusted California
Coordinate System northing and eastings and the appropriate
descriptions;
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• Vertical Control;
• Alpha numeric hard copy benchmark listing with adjusted elevations
compatible with the design datum;
• Topography; and
• Alpha-numeric hard copy listing, hard copy drawing, and computer
aided drawing and design (CADD) digital drawing. The CADD drawing
shall be compatible with the systems utilized by Caltrans.
Data collection method used to collect cross-section data and the coding
(feature description) of terrain data for cross-sections shall conform to the
survey request requirements. Deliverables shall depend on the data collection
method as follows:
• Conventional Cross – Sections (each cross – section):
For each cross - section and alpha numeric listing, a hard copy drawing,
and a computer formatted file compatible with the systems utilized by
Caltrans.
• Terrain Line Interpolation Cross – Section Data (each terrain line
interpolation survey):
Terrain line interpolation cross – sections shall include an alpha numeric
listing, a hard copy plan view drawing of the terrain lines, and a
computer input file. The computer input file shall be provided in a format
compatible with the systems utilized by Caltrans.
p. Data Collector Data
If specified in the survey request, the raw data from the data collector shall be provided
in a format conforming to the survey request requirements.
q. Other
As specified in the survey request.
Equipment and Materials to be provided by Offeror
1) Offeror will provide office space, telephones, desks, chairs, computers, and
appropriate office equipment. One (1) office with a desk, chair, telephone,
and computer will be reserved for the Commission.
2) Offeror shall provide all necessary equipment including software, materials,
supplies, miscellaneous tools, and safety equipment required for its
personnel to perform the services accurately, efficiently, and safely. Only
those items listed in Attachment B, Offeror Cost Proposal, shall be
reimbursed by the Commission.
Offeror personnel shall be provided with a mobile radio, cellular phone, or
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other means to assure full-time communication. If a radio system is to be
used, Offeror shall provide a base station at the field office.
3) Offeror personnel shall be provided with all applicable standard plans,
specifications, and other standards as appropriate (see item G below).
4) For Materials Testing, Offeror and its staff will be fully equipped at all times
to perform the services required, including but not limited to the following:
A laboratory in close proximity to the Project will be required. The type and
location of the lab should be such that it can meet the needs of the Project
in an efficient, time effective manner. The laboratory shall be fully staffed,
equipped, and supplied to conduct all required soils, materials, and concrete
breaking tests in a timely manner.
Each vehicle shall be fully contained with all necessary equipment and
supplies necessary to perform the field sampling and tests required.
Field personnel shall be provided with all necessary safety equipment to
permit work to be performed safely and efficiently within operating highway
and construction zone environments.
All laboratory and testing equipment shall be calibrated per Section 3-10 and
3-11 of Caltrans’ Quality Assurance Program Manual.
5) For construction surveying, Offeror and staff shall have adequate equipment
and supplies to complete the required survey work. Equipment and supplies
shall, include, but not be limited to:
a. Survey vehicles
Survey vehicles will be suitable to perform the required work encountered on
the project. Vehicles shall be fully equipped with all necessary tools,
instruments, supplies, and safety equipment required to perform the work
accurately, efficiently, and safely. Vehicles shall be equipped with a flashing
yellow beacon light.
b. Data Processing Systems
Data processing systems shall include hardware and software to:
• Performing survey and staking calculations from the design plans and
specifications;
• Reduce survey data collected with conventional and total station
survey systems;
• Perform network adjustments for horizontal and vertical control
surveys; and
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• Format survey data to be compatible with the Caltrans computer
survey and data system.
c. Drafting equipment and supplies.
d. Digital calculators.
e. Hand tools as appropriate for the requested survey work.
f. Traffic cones (minimum 25). Traffic cones shall be 28 inches in height
(minimum).
g. Traffic control devices as required to perform the requested survey work.
Traffic control devices include signs, sign bases, flags, and hand held signs.
h. Leveling instruments and equipment:
• Self-leveling level. Precision: standard deviation in one mile of double
run leveling 0.005 feet or less; and
• Suitable level rods for the work to be performed.
i. Distance measuring instruments and equipment:
• Electronic distance measurer (EDM). Precision: standard deviation
3 mm plus 3 PPM, or less; Range: Minimum one mile under average
atmospheric conditions;
• Prisms, sufficient to perform the required work; and
• Tapes; steel, cloth.
j. Angle measuring instruments and equipment:
• Theodolite for non-control surveys; Precision: direct circle reading to
three seconds, or equivalent, horizontal and vertical; and
• Targets as required to perform the work.
k. When required for efficient survey operations, total station survey systems
consisting of an electronic angle measuring instrument, EDM, and electronic
data collector shall be provided. The angle measuring instruments and EDM
shall conform to the requirements for the equipment previously listed.
l. Radio or cellular communications equipment for communication between field
office and field crews.
m. Caltrans manuals, standards, forms, and other policies and procedures to be
followed to perform the required work.
n. Lighting may be required for nighttime survey work.
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Materials to be Furnished by Commission
1) The Commission will provide copies of all Project construction documents
including plans, special provisions, reports, designer prepared Resident
Engineer files, and contracts.
2) The Commission will provide copies of all previously secured permits and
Project authorizations.
3) Appropriate forms for recording test data in accordance with Caltrans
practices and procedures outlined in the “Manual of Test”.
Standards
All construction inspection, surveys, materials sampling and testing, and contract
administration shall be in accordance with the Project bid documents, special
provisions, plans, and current Caltrans Manuals including:
1) Construction Manual and its revisions;
2) Quality Assurance Program Manual;
3) Manual of Traffic Controls for Construction and Maintenance Work Zones;
4) City of Riverside Standards and latest edition of the California Uniform Building
Code;
5) Caltrans Standard Specifications and Standard Plans;
6) Caltrans Storm Water Pollution Prevention Plan (SWPPP) and Water Pollution
Control Program (WPCP) Preparation Manual;
7) Manual of Test (3 volumes); and
8) Survey Manual supplemented by the Caltrans District 8 Standard Staking
Procedures Manual for roadwork.
Work not covered by the manuals shall be performed in accordance with accepted
professional standards.
Surveys performed by Offeror shall conform to the requirements of the Land
Surveyor’s Act. In accordance with the Land Surveyor’s Act, “responsible charge”
for the work shall reside with the Licensed Land Surveyor or a pre-January 1, 1982,
Registered Professional Civil Engineer in the State of California.
Unless otherwise specified in the survey request, control surveys shall conform to
second order (modified) accuracy standards as specified in the Caltrans “Survey
Manual”.
Additional standards for specific survey work may be included in the applicable
request for survey. Such standards supplement the standards specified herein. If
additional standards conflict with the standards specified herein, the “Survey
Request’s” standard shall govern.
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The Commission will decide all questions which may arise as to the quality or
acceptability of deliverables furnished and work performed for this agreement. Any
Offeror employee who does not perform adequately will be replaced if directed by
the Commission Construction Manager.
Availability and Work Hours
The typical workday includes all hours worked by the Commission’s construction
Contractor. The construction Contractor’s operations may be restricted to specific
hours during the week, which will become the normal workday for Offeror’s
personnel.
Unless otherwise directed by Commission, the normal work week will consist of 40
hours. From time to time, overtime may be required. However, overtime will be
worked only when approved in writing by Commission.
Limitations to Authority
Offeror does not have the authority to:
1) Authorize deviations from the Contract documents;
2) Approve substitute materials or equipment; except as authorized in writing by
Commission;
3) Conduct or participate in tests or third party inspections; except as authorized in
writing by Commission;
4) Assume any of the responsibilities of the Contractors, Contractors’
Superintendent, or subcontractors;
5) Exercise control over or be responsible for construction means, methods,
techniques, sequences, procedures, or safety precautions;
6) Communicate directly with subcontractors or material suppliers without the prior
consent of the Contractor;
7) Verbally authorize or approve change orders or extra work for the Project; and
8) Offer or receive incentives, inducements, or other forms of enumeration to or
from the Contractor to perform services or work outside the terms of any
executed contracts for this Project.
Third Party Relationships
This Agreement is intended to provide unique services for a specific project. In the
development of the Project, Commission has worked closely with city of Riverside
and others in the preparation of the construction documents and other Project
related materials. The Commission, however, is solely responsible for and will be
the sole point of contact for all contractual matters related to the Project. Offeror
shall take direction only from the Commission and shall regularly inform only
Commission of Project progress, outstanding issues, and all Project related
matters.
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During the course of the Project, Offeror may find occasion to meet with city
representatives, the Design Engineer, Project Offerors, or other third parties who
have assisted with the Project. These entities may, from time to time, offer
suggestions and/or recommendations regarding the Project or elements of the
Project. While the Commission enjoys a close relationship with and has
considerable confidence in the capabilities of these other parties, Offeror shall not
act on any suggestions, solicited or unsolicited, without obtaining specific direction
from the Commission. All oral and written communication with outside agencies or
Offerors related to the Project shall be directed only to the Commission. Distribution
of Project related communication and information shall be at the sole discretion of
Commission representatives.
Construction Site Safety
In addition to the requirements specified elsewhere in this agreement, the following
also will apply:
1) Offeror will conform to the safety provisions of the Caltrans Construction
Manual;
2) Offeror’s field personnel will wear white hard hats with proper suspension,
orange vests with reflective tape, sleeved shirt, long pants, and leather boots
with ankle support and rubber soles with steel toe protection at all times while
working in the field;
3) Offeror will provide appropriate safety training for all Offeror’s personnel
including rail safety for BNSF or Metrolink, as appropriate; and
4) All safety equipment will be provided by Offeror.
Basis for Survey and Monument Staking
Survey shall be based upon existing horizontal and vertical control and existing
pavement elevations.
Monuments established by Offeror shall be marked by Offeror with furnished disks,
plugs, tags. In addition, Offeror shall identify Offeror established monuments by
tagging or stamping the monuments with the license or registration number of
Offeror’s surveyor who is in “responsible charge” of the work.
Personnel Qualifications and Responsibilities
The quantity and qualifications of field personnel to be assigned will be determined by
the scope of the Project and the degree of difficulty of required tasks to be performed.
All personnel and personnel assignments shall be subject to approval by the
Commission.
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AGENDA ITEM 6G
Agenda Item 6G
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Sheldon Peterson, Rail Manager
Brenda Ramirez, Management Analyst
THROUGH: Anne Mayer, Executive Director
SUBJECT: Subrecipient Agreement for Riverside Transit Agency for Perris Valley Line
Shuttles
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Approve Agreement No. 17-25-017-00 with the Riverside Transit Agency (RTA) for the
Commission’s funding commitment related to the Perris Valley Line (PVL) shuttle
services for a total amount not to exceed $6 million for a term of five years;
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 to approve and execute amendments to the
agreement related to revised compensation amounts in subsequent years.
BACKGROUND INFORMATION:
At its September 14, 2016 meeting, the Commission approved a partnership with RTA to
establish a new Riverside Downtown/PVL shuttle service and the use of federal revenues to pay
for the operating expenditures related to the shuttle. The Commission also approved the use of
previously committed federal Congestion Management Air Quality (CMAQ) funds that were
established for PVL startup operations and connections, such as the RTA shuttle. The fiscal
impact is $1,059,345 of CMAQ funds in FY 2016/17 to be used for PVL shuttle costs for the first
year and a total amount not to exceed $6 million over the five-year term of the agreement.
On June 3, 2016, RTA launched Routes 26, 52, and 54 into service:
•Route 26 provides direct service from the Moreno Valley/March Field Station to
Orangecrest and Moreno Valley Mall;
•Route 52 provides service from the Riverside Hunter Park/UCR Station to the University
of California at Riverside’s Village Towers, Plaza Apartments and Riverside Sports
Center; and
•Route 54 provides service from the Riverside Downtown Station to the County
Administration Center.
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Agenda Item 6G
The pass-through of federal funds requires the Commission to enter into a subrecipient funding
agreement to define the respective responsibilities of the Commission and RTA regarding the
use of federal funds. The attached draft agreement is being reviewed by RTA and will require
Board of Directors approval. Staff recommends the Commission approve the draft agreement
with RTA related to the FY 2016/17 operating budget and allow RTA to be reimbursed for costs
incurred by the launch of all RTA shuttle services back to the start of the fiscal year on July 1,
2016. Additionally, staff recommends the Commission authorize the Executive Director,
pursuant to legal counsel review, to execute the final agreement and subsequent year
amendments.
A budget adjustment for the additional CMAQ revenues and related shuttle costs is included in
a related agenda item at this Commission meeting, as denoted by (*) in the Financial
Information box.
Financial Information
In Fiscal Year Budget: Yes* Year: FY 2016/17
FY 2017/18 + Amount: FY 16/17 $1,059,345*
FY 17/18+ $4,940,655
Source of Funds: CMAQ (Congestion Mitigation Air
Quality) Budget Adjustment: No*
GL/Project Accounting No.: 034198 414 41403 103 25 41401 $ 1,059,345 (revenues)*
034198 86101 103 25 86101 $1,059,345 (expenditures)*
Fiscal Procedures Approved: Date: 12/19/2016
Attachment: Draft Agreement No. 17-25-017-00
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CMAQ Subrecipient Agreement 1
17336.00600\29409308.2
Agreement No. 17-25-017-00
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
CMAQ SUBRECIPIENT AGREEMENT FOR RIVERSIDE TRANSIT AGENCY
1. Parties and Date. This Agreement is made and entered into as of June 1, 2016, by
and between the Riverside County Transportation Commission, hereinafter referred to as
"RCTC" and the Riverside Transit Agency, hereinafter referred to as "Subrecipient" or
“RTA”.
2. Recitals.
2.1 RCTC desires to designate RTA as a subrecipient of federal Congestion
Mitigation Air Quality (“CMAQ”) funds received by RCTC for specific transportation
projects, including the Metrolink 91/Perris Valley Line.
2.2 Subrecipient desires to accept such designation, and proposes to provide bus
transportation services to support use of and provide transit connectivitey with the Metrolink
91/Perris Valley Line, as further described in Exhibit “A” (the “Project”).
2.3 Funding for the Project shall be provided to Subrecipient pursuant to the
terms contained in this Agreement in the form of CMAQ funds, as further specified herein,
and in the amounts set forth in Exhibit “A”.
2.4 The CMAQ funds were provided to RCTC through the Federal Transit
Administration (“FTA”), and FTA rules and regulations govern the use of the funds.
2.5 Subrecipient shall utilize the funding provided by RCTC under this Agreement
for the Project, and for no other purpose.
3. Terms.
3.1 Use of Funds and Total Funding Allocation; Term of Agreement.
A. Definitions.
1. Subrecipient – Shall refer to RTA.
3. Project – The transportation services to be provided by
Subrecipient as described herein and in Exhibit "A".
4. Effective Date – The date first set forth above.
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CMAQ Subrecipient Agreement 2
17336.00600\29409308.2
5. Days - As used in this Agreement, “days" shall be calendar
days.
B. General Scope of Grant. Subrecipient shall use the funds provided
pursuant to this Agreement exclusively to implement, staff, manage, and operate the
Project in accordance with the terms of this Agreement and the attached Exhibit “A”.
Subrecipient shall be solely responsible for implementing, staffing, managing and operating
the Project in the manner described herein.
The funds provided pursuant to this Agreement are specifically for the Project
and make up the entire amount which RCTC has allocated for the Project. Any
subsequent amendments to the Project scope or description or additional services to be
provided are not covered by this Agreement, and the funding for any such amendments or
additional services shall be the sole responsibility of Subrecipient, unless such
amendments or additional services are approved in writing by RCTC prior to the provision
of such amendments or additional services.
C. Total Funding Amount. The total funding amount for the Project shall
not exceed Five Million, Eight Hundred Fifty Three Thousand, Five Hundred Fifty Two
Dollars ($5,853,552). Funding shall be provided for the Project as detailed in Exhibit “A”.
No changes shall be made to the total funding amount unless authorized in a written
amendment to this Agreement.
D. Grant Requirements. Subrecipient understands and expressly agrees
to comply with all applicable grant requirements and programmatic agreements related to
the funding provided under this Agreement, including the FTA Master Agreement, the
terms of which are incorporated herein by reference. Subrecipient shall also ensure
compliance will all applicable federal, state, and local laws, regulations, executive orders
and ordinances applicable to the use of CMAQ funding on the Project. Subrecipient shall
keep informed of all updates to applicable laws, regulations and ordinances. Subrecipient
shall indemnify, pursuant to the provisions of this Agreement, RCTC for any breach of the
obligations under this provision.
E. Approval by RCTC; Responsibility of Subrecipient for Project
Compliance with Federal Rules and Regulations. Any use of funds granted pursuant to
this Agreement shall be subject to the review and approval of RCTC. Notwithstanding any
approval by RCTC of the Project or the use of funds, Subrecipient shall be responsible and
liable for compliance with all federal rules and regulations applicable to the funds.
Approval by RCTC of the Project does not evidence any opinion of or representation by
RCTC of the Project’s compliance with applicable federal rules and regulations regarding
the use of the funds. If the FTA determines that any funds were not spent in accordance
with applicable federal rules and regulations, Subrecipient shall be responsible for
reimbursement of all such improperly expended funds and shall make such reimbursement
in the manner specified in this Agreement.
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CMAQ Subrecipient Agreement 3
17336.00600\29409308.2
F. Funding Reimbursement. Subrecipient shall be responsible for any
violation(s) of applicable programmatic agreements, grant requirements, federal, state, and
local laws, regulations, executive orders and ordinances applicable to the use of CMAQ
funding on the Project, or any misuse of funds by a third party for which payments were
made from funds received by Subrecipient under this Agreement. If it is determined
pursuant to a Project audit that any funds granted pursuant to this Agreement have been
improperly expended by Subrecipient or by a third party receiving funds from Subrecipient,
Subrecipient shall, at the direction of RCTC, reimburse within thirty (30) days the full
amount of such improperly expended funds, and shall pay any associated penalties and
fees.
G. Term. The term of this Agreement shall commence on June 1, 2016
and shall terminate on June 30, 2021, unless terminated at an earlier date as provided
herein.
H. Term Contingent on Funding. Notwithstanding the term as defined in
subsection E above, the continuation of this Agreement into a second or subsequent year
shall be contingent upon the appropriation of funds to the Project by RCTC.
3.2 Responsibilities of Subrecipient.
A. Indemnification. Subrecipient shall defend, indemnify and hold RCTC,
and its directors, officials, officers, employees, agents and/or volunteers free and harmless
from any and all liability from loss, damage, or injury to property or persons, including
wrongful death, in any manner arising out of or incident to any acts, omissions or willful
misconduct of Subrecipient or any of its agents, employees, volunteers, contractors or
service providers arising out of or in connection with Subrecipient's performance of this
Agreement, or the Project, including, without limitation, the payment of consequential
damages and attorneys' fees. Further, Subrecipient shall defend, at its own expense,
including the payment of attorneys' fees, RCTC and its officials, officers, employees, and
agents in any legal action based upon such acts, omissions or willful misconduct.
Subrecipient shall reimburse RCTC and its directors, 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.
B. Standard of Care; Performance Standards.
1. Subrecipient shall implement the Project in a skillful and
competent manner and in accordance with all applicable local, state, and federal laws,
rules and regulations. Subrecipient shall be responsible to RCTC for any errors or
omissions in its execution of this Agreement and the implementation of the Project.
2. Subrecipient shall meet or exceed the following performance
standards for the Project.
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17336.00600\29409308.2
a. Adhere to the timeline set forth in this Agreement or as
subsequently directed by RCTC.
b. Expend the funds specified herein entirely on the Project.
c. Implement the Project in a manner consistent with Exhibit
"A" and all provisions of this Agreement.
d. Subrecipient shall provide Project reporting to Recipient
in a manner consistent with and meeting the reporting requirements specified in Exhibit “B”
of this Agreement, attached hereto and incorporated herein by reference.
e. Comply with any requirements and restrictions imposed
by the authorizing language in the FAST Act, MAP-21, SAFETEA-LU, the FTA, and/or
RCTC on the use of the specified financial contributions provided for the Project.
C. Insurance. Subrecipient shall obtain and require its subcontractors or
sub-consultants to obtain insurance of the types and in the amounts described below and
satisfactory to RCTC.
1. Commercial General Liability Insurance. Subrecipient shall
maintain occurrence version commercial general liability insurance or equivalent form with
a combined single limit of not less than $2,000,000 per occurrence. If such insurance
contains a general aggregate limit, it shall apply separately to this Agreement or be no less
than two (2) times the occurrence limit. Such insurance shall be primary and non-
contributory and shall:
a. Name RCTC and its officials, officers, employees,
agents, and consultants, as insureds with respect to performance of this Agreement. Such
insured status shall contain no special limitations on the scope of its protection to the
above-listed insureds.
b. Be primary with respect to any insurance or self-
insurance programs covering RCTC and its directors, officials, officers, employees, agents,
and consultants.
c. Contain standard separation of insureds provisions.
2. Business Automobile Liability Insurance. If Subrecipient
hires or owns any vehicle during the term of this Agreement, Subrecipient shall maintain
business automobile liability insurance or equivalent form with a combined single limit of
not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
3. Workers' Compensation Insurance. If Subrecipient hires one or
more employees during the term of this Agreement, Subrecipient shall maintain workers'
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17336.00600\29409308.2
compensation insurance with statutory limits and employer's liability insurance with limits of
not less than $1,000,000 per accident.
4. Certificates/Insurer Rating/Cancellation Notice.
a. Subrecipient shall, prior to receiving any funding under
this Agreement, furnish to RCTC properly executed certificates of insurance, certified
copies of endorsements, and policies, if requested by RCTC, which shall clearly evidence
all insurance required in this Section. Subrecipient shall not allow such insurance to be
canceled, allowed to expire or be materially reduced in coverage except on thirty (30) days
prior written notice to RCTC.
b. Subrecipient shall maintain such insurance during the
entire term of this Agreement.
c. Subrecipient shall place insurance with insurers having
an A.M. Best Company rating of no less than A:VII (unless approved in writing by RCTC)
and licensed to do business in California.
d. Any deductibles or self-insured retentions must be
declared to and approved by RCTC. If RCTC does not approve the deductibles or self-
insured retentions as presented, Subrecipient shall guarantee that, at the option of RCTC,
either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions
as respects RCTC and its directors, officials, officers, employees and agents; or (2)
Subrecipient shall procure a bond guaranteeing payment of losses and related
investigation costs, claims and administrative defense expenses.
4. RCTC Responsibilities Regarding Funds.
4.1 Disbursement of Funds.
A. RCTC shall be responsibile for the administration of the CMAQ funds
to be provided under this Agreement, and with timely information provided by Subrecipient
in compliance reports, RCTC shall prepare and submit to the FTA and/or any applicable
grantor agency all required periodic reports, milestone updates and final reports.
B. RCTC shall create and manage the necessary Project records, reports
and financial accounts to permit disbursement of allocated funds to Subrecipient for the
performance of the Project.
C. RCTC shall disburse funds monthly in arrears within thirty (30) days of
Subrecipient’s submission and RCTC approval of required Monthly Project Invoice, in a
form satisfactory to RCTC, and reporting as specified herein.
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17336.00600\29409308.2
5. Accounting Records.
5.1. Retention of Records. Subrecipient shall establish fiscal controls and
accounting procedures sufficient to assure proper accounting for all transactions, so that
audits may be performed. Subrecipient shall use accounting and fiscal procedures
conforming to generally accepted accounting principles (GAAP). Subrecipient shall
maintain a complete set of accounting records in accordance with GAAP for RCTC
subrecipient monitoring, FTA, and normal operations purposes. The original records shall
be maintained within Subrecipient’s limits. Any indirect costs charged by Subrecipient or its
contractors shall comply with applicable federal requirements.
5.2 Examination of Records. Subrecipient shall allow representatives of RCTC,
the FTA, and other designated agencies during normal business hours to examine, audit,
and make transcripts or copies of such records. Subrecipient shall maintain all work, data,
documents, proceedings, and activities related to the Agreement for a period of three (3)
years from the expiration of this Agreement or until any on-going audit is completed
whichever is longer, and shall allow inspection hereunder during such time. For purposes
of audit, the date of completion of this Agreement shall be the date of RCTC’s payment of
Subrecipient’s final billing (so noted on the invoice) under this Agreement.
5.4. Accounting of Funds by Subrecipient. When requested by RCTC,
Subrecipient shall within ten (10) days provide RCTC with a full reporting and accounting of
all funds received pursuant to this Agreement during its term.
6. Invoicing and Project Reports.
6.1 Monthly Invoicing: Within fifteen (15) working days following the close of each
month during the term of this Agreement, Subrecipient shall prepare and submit to RCTC a
monthly invoice containing all information and supporting documentatio required by RCTC,
as detailed in Exhibit “B”.
6.2 Quarterly Reporting: Within ten (10) working days following the close of each
quarter during the term of this Agreement, Subrecipient shall prepare and submit to RCTC
a written report detailing the financial and operating performance of the Project, in
accordance with all applicable requirements specified in Exhibit “B”, and any other
requirements of FTA or RCTC.
6.3 Additional Reporting Requirements. In addition to any other provision herein,
Subrecipient agrees to timely provide RCTC with all information necessary for RCTC to
remain in compliance with all applicable programmatic agreements and/or grant
requirements, including the Uniform Guidance, FTA requirements, and RCTC Subrecipient
Guidelines, which requirements shall be available for review by Subrecipient upon request.
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CMAQ Subrecipient Agreement 7
17336.00600\29409308.2
7. Annual Audit.
7.1. RCTC shall notify Subrecipient in writing if Subrecipient is required to conduct
an annual financial audit of records pertaining to this Agreement or the Project. If an audit
is required, it shall be completed and submitted to RCTC in a timely manner.
7.2. Subrecipient shall promptly resolve all audit matters to the satisfaction of
RCTC. Subrecipient shall develop a corrective action plan for any findings or deficiencies
within 60 days from the issuance of the review findings to address deficiencies or
noncompliance issues.
7.3. If Subrecipient fails to comply with the requirements of this Agreement as it
pertains to federal requirements as a subrecipient, to timely complete the audit, or to
promptly resolve all audit matters to the satisfaction of RCTC, RCTC may impose
additional conditions or take one or more of the following actions, as appropriate:
i. Temporarily withhold cash payments;
ii. Disallow all or part of cost of the activity that is not in compliance;
iii. Wholly or partly suspend or terminate the federal award;
iv. Recommend that the federal agency initiate suspension or debarment proceedings;
or
v. Exercise other remedies that may be legally available.
8. General Provisions.
8.1 Subrecipient Compliance with Federal Procurement and Other Federal
Requirements.
A. In addition to the terms specified herein, Subrecipient shall also
achieve and maintain full compliance with all Federal contracting and procurement
requirements applicable to the Project and Subrecipient’s organization. These
requirements are incorporated by reference as though fully set forth herein. It is the
responsibility of Subrecipient to be familiar with and to be in full compliance with all
applicable federal requirements.
B. In the event of any failure or alleged failure to comply with Federal
contracting and procurement requirements on the part of Subrecipient, Subrecipient shall
be solely responsible for any penalties, reimbursement of funds, costs of investigation and
remedy of such failures.
8.2 Termination of Agreement.
A. RCTC may, by written notice to Subrecipient, terminate the whole or
any part of this Agreement at any time, with or without cause, by giving written notice to
Subrecipient of such termination, and specifying the effective date thereof. Subrecipient
may not terminate this Agreement except for cause. Upon receipt of notice of termination,
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17336.00600\29409308.2
Subrecipient shall immediately cease expenditure of funds conveyed pursuant to this
Agreement and promptly return all unexpended funds to RCTC or as RCTC may direct.
B. In the event this Agreement is terminated in whole or in part as
provided in subsection A of this Section, RCTC may procure, upon such terms and in such
manner as it may determine appropriate, services similar to those terminated.
C. If this Agreement is terminated as provided in subsection A of this
Section, RCTC may require Subrecipient to provide to RCTC all finished or unfinished
documents, including but not exclusive to, data, studies, drawings, and reports, prepared
by Subrecipient in connection with the performance of this Agreement.
8.3 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:
To RCTC: Riverside County Transportation Commission
4080 Lemon Street, Third Floor
P. O. Box 12008
Riverside, California 92502-2208
Attn: Anne Mayer, Executive Director
[INSERT E-MAIL ADDRESS]
To Subrecipient: Riverside Transit Agency
[INSERT ADDRESS]
Attn: [INSERT NAME AND/OR TITLE]
[INSERT E-MAIL ADDRESS]
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. Notice may also be provided via
electronic mail and shall be deemed made the date sent, provided that any notice sent via
electronic mail shall also be sent by U.S. mail, per the requirements set forth in the
foregoing sentence, within twenty-four (24) hours of the notice via electronic mail. Notice
sent via electronic mail that is not followed by notice sent via U.S. mail, as required in this
paragraph, shall not be considered notice for purposes of this Agreement.
8.4 Attorneys' Fees. If any one or more of the parties commences an action
against the other(s) arising out of or in connection with this Agreement, the prevailing
party(ies) in such litigation shall be entitled to have and recover from the losing party(ies)
reasonable attorneys' fees and costs of suits.
8.5 Entire Agreement. This Agreement contains the entire Agreement of the
parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified in writing and
signed by all three parties.
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CMAQ Subrecipient Agreement 9
17336.00600\29409308.2
8.6 Governing Law. This Agreement shall be governed by the laws of the State
of California. Venue shall be in Riverside County.
8.7 Time of Essence. Time is of the essence for each and every provision of this
Agreement.
8.8 Successors and Assigns. This Agreement shall be binding on the successors
and assigns of the parties, and shall not be assigned by any party hereunder without the
prior written consent of RCTC.
8.9 Administration.
A. RCTC's Executive Director, or his or her designee, shall administer this
contract on behalf of RCTC.
B. Subrecipient hereby designates _________________(Title), or his or
her designee, to act as its representative to administer this contract on behalf of
Subrecipient ("Subrecipient's Representative"). Subrecipient's Representative shall have
full authority to represent and act on behalf of Subrecipient for all purposes under this
contract.
9. Subcontracting.
9.1 Subrecipient shall not subcontract any portion of the work required by this
Agreement without prior written approval of RCTC.
9.2 Subcontracts, if any, shall contain a provision making them subject to all
applicable provisions stipulated in this Agreement.
10. Incorporation of Recitals. The Recitals set forth above are true and correct and are
incorporated into this Agreement by reference as though fully set forth herein.
11. Incorporation of Exhibits. This Agreement contains five (5) exhibits, Exhibits A
through C, which are attached hereto and incorporated into this Agreement by reference.
[Signatures on following page]
148
CMAQ Subrecipient Agreement 10
17336.00600\29409308.2
SIGNATURE PAGE
TO
CMAQ SUBRECIPIENT AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed the Agreement on the
Effective Date.
RCTC: SUBRECIPIENT:
RIVERSIDE COUNTY RIVERSIDE TRANSIT AGENCY
TRANSPORTATION COMMISSION
By: By: _________________________
John F. Tavaglione, Chair
Title: ________________________
APPROVED AS TO FORM: APPROVED AS TO FORM:
By:______________________________ By:__________________________
Best Best & Krieger LLP
Counsel to the Riverside Title: ________________________
County Transportation Commission
149
CMAQ Subrecipient Agreement Exhibit “A”
17336.00600\29409308.2
EXHIBIT "A"
Route Description and Hourly Cost:
Project Description Rev Hrs./
Weekday
Annual Rev
Hrs.
Cost/Revenue
Hr.
PVL New Route 26 (Contract operated) 30.62
7,869.34
$72.00
PVL New Route 52 (Contract operated) 14.47
3,718.79
$72.00
New PVL Route 54 (Contract operated) 12.16
3,125.00
$72.00
Annual Route Cost and Total Route Costs:
Annual operating cost escalated at 5%
Route
FY17 FY18 FY19 FY20 FY21 Total
26
$566,592 $594,922 $624,668 $655,902 $688,697
$3,130,781
52
$267,753 $281,141 $295,198 $309,957 $325,455
$1,479,504
54
$225,000 $236,250 $248,063 $260,466 $273,489
$1,243,267
150
CMAQ Subrecipient Agreement Exhibit “B”
17336.00600\29409308.2
EXHIBIT "B"
ADDITIONAL COMPLIANCE AND REPORTING REQUIREMENTS
Subrecipient agrees to the following responsibilities for the Project
1.Comply with the requirements of 49 CFR, Part 26, et. seq., and all other FTA
Disadvantaged Business Enterprise (DBE) rules, regulations and policies in carrying
out this Agreement, and shall implement a stand-alone DBE Program that includes
goal setting, outreach, monitoring, and reporting. Subrecipient shall create and
maintain records of compliance with the DBE obligations in this Agreement, and
provide compliance information to RCTC upon request.
2.Provide all information needed for quarterly project reporting and milestone updates
to allow RCTC enough time to prepare and submit to the FTA on a timely basis all
required or requested FTA reports and updates. In no event shall such reports be
received later than ten (10) days prior to the required date of the quarterly
submission to the FTA, which is 30 days following the end of each quarter.
3.Provide quarterly reports to RCTC that include updates on the Project, summarizing
actual data versus budget, to assist in the measurement of performance metrics.
4.As applicable, prepare and submit all required reports to federal and state agencies
in a timely manner by the due dates established by those agencies in order to avoid
any penalties that could impair funding to RCTC.
5.Notify RCTC in writing within five (5) business days of the commencement of a
federal or state agency review or audit, provide draft and final copies of the related
reports within ten (10) business days of receipt from such agency, and provide
copies of any Subrecipient responses to required corrective actions. Subrecipient
shall update RCTC on the status of required actions on a quarterly basis until such
corrective actions have been completed to the satisfaction of the federal or state
agency.
Failure of Subrecipient to abide by the conditions above may result in delay to payment
schedule outlined in Responsibilities of RCTC.
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AGENDA ITEM 6H
Agenda Item 6H
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Sheldon Peterson, Rail Manager
Brenda Ramirez, Management Analyst
THROUGH: Anne Mayer, Executive Director
SUBJECT: Fiscal Year 2016/17 Commuter Rail Short Range Transportation Plan and
Budget Amendment
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Approve an amendment of $20 million in federal Congestion Mitigation Air Quality
(CMAQ) revenues to the Fiscal Year 2016/17 Commuter Rail Short Range Transit Plan
(SRTP); and
2)Approve an increase to the FY 2016/17 budget of $4.7 million for CMAQ grant revenues
and corresponding rail operations and shuttle service expenditures.
BACKGROUND INFORMATION:
On April 27, 2015, the Commission approved the programming of $20 million of federal CMAQ
funds for operating assistance for the Perris Valley Line (PVL). Under MAP-21, agencies are
allowed to use CMAQ for operating assistance for startup operating costs for new
transportation services, such as PVL for the first five years. An amendment of $20 million to the
FY 2016/17 Commuter Rail SRTP is required as the revenue was not identified in the original
submittal.
The Commission collaborated with partnering transportation providers to use the funds in the
most efficient manner. Therefore, staff coordinated with Southern California Regional Rail
Authority (SCRRA) and Riverside Transit Agency (RTA) to use the CMAQ funds to enhance the
commuter benefits. After the review of the potential costs, staff decided to augment the scope
of use for the funds to cover additional eligible services associated to PVL operations. Staff
intends to include the pass-through of CMAQ funds to pay for SCRRA operating contracts
meeting federal procurement requirements, RTA new shuttle services that provide direct
service to PVL, and Commission security contract costs for the four new PVL stations. The
security contract was federalized and executed on October 1, 2016, following Commission
award in September 2016.
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Agenda Item 6H
Staff’s intent is to use the funds over five years with an initial start of $4.7 million in the first
year and anticipated incremental costs over future years. As such, use of these funds require an
increase to the FY 2016/17 budget of $4.7 million for CMAQ grant revenues and corresponding
rail operations, shuttle service expenditures and station security. An agreement for the RTA
shuttles is addressed in a separate item. The balance of CMAQ funds will offset Measure A
funds currently in the budget for SCRRA operations.
The CMAQ funds in this grant are reimbursements with toll credits as a local match; therefore,
no additional funds will be required. The funding agreements required with SCRRA and RTA will
be executed in order to comply with Federal Transit Administration guidelines.
Financial Information
In Fiscal Year Budget: No Year: FY 2016/17 Amount: $4,700,000
Source of Funds: CMAQ (Congestion Mitigation Air
Quality) Budget Adjustment: Yes
GL/Project Accounting No.:
034198 41403 103 25 41403 $4,700,000 (revenues)
034198 86101 103 25 81006 $863,200 (security costs)
034198 86101 103 25 86101 $1,059,345 (RTA shuttle costs)
034198 86101 103 25 86101 $2,721,300 (SCRRA operation costs)
Fiscal Procedures Approved: Date: 12/19/2016
153
AGENDA ITEM 6I
Agenda Item 6I
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Sheldon Peterson, Rail Manager
Brenda Ramirez, Management Analyst
THROUGH: Anne Mayer, Executive Director
SUBJECT: Resolution to Obtain Proposition 1B Grant Funding
STAFF RECOMMENDATION:
This item is for the Commission to adopt Resolution No. 17-001, “Resolution of the Riverside
County Transportation Commission Approving the Authorization for the Execution of the
Certifications and Assurances for the Public Transportation Modernization, Improvement, and
Service Enhancement Account Bond Program”.
BACKGROUND INFORMATION:
The Commission’s Commuter Rail Program applies for various federal and state funding that is
necessary to fund rail projects within Riverside County and to meet the Commission’s annual
funding responsibility to maintain and rehabilitate The Commission’s rail stations. Each year
various funding opportunities become available and require a resolution from the Commission
authorizing the Executive Director to act on behalf of the Commission to complete the
necessary paperwork to obtain capital funds for rail projects.
The attached resolution is for the following formula funding opportunity:
State of California
- Public Transportation Modernization, Improvement, and Service Enhancement Account
Bond Program (PTMISEA)
With the recommended resolution, staff will complete the grant application for $100,774 of
residual Fiscal Year 2008/09 and FY 2009/10. The residual amount being allocated to the
Commission is a result of funding the state set aside for potential administration costs;
however, the State Controller’s Office determined those funds are no longer needed for that
use and designated those funds to be used for projects.
The Commission will use the funds for its Rail Passenger Efficiency Upgrade project, which is
funded with the same funds applied from FY 2014/15. The projects that will fall under this
grant will address passenger comfort and security at the stations with passenger shelters to
protect riders from the elements, benches and seating to make waits easier, and emergency
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Agenda Item 6I
phones to improve security. Security and safety will also be addressed with improved fencing
and access control to the platforms to ensure safe and efficient paths of travel for the riders.
Security lighting will also be included to make the stations welcoming throughout the year,
especially for the early morning and late night commuters.
Funding related to the resolution will be listed and budgeted in FY 2017/18 Short Range Transit
Plan, which is approved by the Commission.
Financial Information
In Fiscal Year Budget: N/A Year: FY 2017/18 Amount: $100,744
Source of Funds: Proposition 1B - PTMISEA Budget Adjustment: N/A
GL/Project Accounting No.: 004011 415 41507 265 33 41501
Fiscal Procedures Approved: Date: 12/19/2016
Attachment: Resolution No. 17-001
155
RESOLUTION NO. 17-001
AUTHORIZATION FOR THE EXECUTION OF THE
CERTIFICATIONS AND ASSURANCES
FOR THE PUBLIC TRANSPORTATION MODERNIZATION, IMPROVEMENT, AND SERVICE
ENHANCEMENT ACCOUNT BOND PROGRAM
WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and
may receive state funding from the Public Transportation Modernization, Improvement, and
Service Enhancement Account (PTMISEA) now or sometime in the future for transit projects;
and
WHEREAS, the statutes related to state-funded transit projects require a local or regional
implementing agency to abide by various regulations; and
WHEREAS, Senate Bill 88 (2007) named the Department of Transportation (Department) as the
administrative agency for the PTMISEA; and
WHEREAS, the Department has developed guidelines for the purpose of administering and
distributing PTMISEA funds to eligible project sponsors (local agencies); and
WHEREAS, the Riverside County Transportation Commission wishes to delegate authorization
to execute these documents and any amendments thereto to the Executive Director.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Riverside County
Transportation Commission that the fund recipient agrees to comply with all conditions and
requirements set forth in the Certification and Assurances document and applicable statutes,
regulations and guidelines for all PTMISEA funded transit projects.
NOW THEREFORE, BE IT FURTHER RESOLVED that the Executive Director be authorized to
execute all required documents of the PTMISEA program and any Amendments thereto with
the California Department of Transportation.
NOW, THEREFORE, BE IT FURTHER RESOLVED by the Governing Body of the Riverside County
Transportation Commission that it hereby authorizes the submittal of the project nomination
and allocation request to Caltrans requesting $ 100,774 in FY 2008-09 and FY 2009-10 PTMISEA
funds for Riverside County Rail Passenger Rail Efficiency Upgrades Project.
APPROVED AND ADOPTED THIS 11TH DAY OF JANUARY, 2017.
________________________________
John F. Tavaglione, Chair
Riverside County Transportation Commission
156
ATTEST:
Jennifer Harmon, Clerk of the Board
Riverside County Transportation Commission
157
AGENDA ITEM 6J
Agenda Item 6J
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Brian Cunanan, Commuter and Motorist Assistance Manager
THROUGH: Anne Mayer, Executive Director
SUBJECT: Operation of the Freeway Service Patrol Program in Riverside County
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Approve Agreement No. 17-45-057-00 with the California Department of Transportation
(Caltrans) for the operation of the Riverside County Freeway Service Patrol (FSP)
program in an amount not to exceed $1,648,178 in state funding for
Fiscal Year 2016/17; and
2)Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
the agreement on behalf of the Commission.
BACKGROUND INFORMATION:
In 1986, the Commission established itself as the Riverside County Service Authority for
Freeway Emergencies (RC SAFE) after the enactment of SB 1199 in 1985. The purpose of the
formation of SAFEs in California was to provide call box services and, with excess funds, provide
additional motorist aid services. Funding for RC SAFE is derived from a one dollar per vehicle
registration fee on vehicles registered in Riverside County. Initially, these funds were used only
for the call box program. As additional motorist aid services were developed, SAFE funds were
also used to provide FSP and the Inland Empire 511 traveler information services as part of a
comprehensive motorist aid system in Riverside County.
In 1990, Proposition C was passed to fund transportation improvements and to help reduce
traffic congestion in California. From this, the FSP program was created by Caltrans, which
developed the corresponding Local Funding Allocation Plan to distribute funds to participating
jurisdictions through a formula based on population, urban freeway lane miles, and levels of
congestion.
The Commission, acting in its capacity as the RC SAFE, is the principal agency in Riverside
County, in partnership with Caltrans and the California Highway Patrol, managing the FSP
program. The purpose of the FSP program is to provide a continuously roving tow services
patrol along designated freeway segments (referred to as beats) to relieve freeway congestion
and facilitate the rapid removal of disabled vehicles and those involved in minor accidents on
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Agenda Item 6J
local freeways. Currently, the Commission contracts with four tow truck operators to provide
service on a total of nine beats Monday through Friday during the peak commute hours,
5:30 a.m. to 8:30 a.m. and 2:30 p.m. (12:30 p.m. on Fridays) to 6:30 p.m. In FY 2015/16, FSP
performed 36,711 assists.
DISCUSSION:
In November 2016, the Commission received the attached fund transfer agreement from
Caltrans for FY 2016/17. Caltrans funding agreements are reimbursement-based and allow for
the carryover of contract balances not expended in the agreement’s stated fiscal year. This
allows the Commission to fully expend allocated amounts and also helps to accommodate the
timing of the Caltrans allocation release, which is typically later during the fiscal year for which
it is intended.
The Caltrans funding agreement for FY 2016/17 provides for continued state funding in the
amount of $1,648,178. The Commission will fund the required local match of $412,045 with
RC SAFE revenues. As with prior funding agreements, any state funds not claimed in the
current fiscal year will be carried over and claimed in FY 2017/18. A budget adjustment is not
required and upon approval of this agenda item, the Commission will execute this fund transfer
agreement with Caltrans.
Financial Information
In Fiscal Year Budget: Yes
N/A Year: FY 2016/17
FY 2017/18 Amount: $1,300,000
$ 348,178
Source of Funds: State of California Budget Adjustment: No
N/A
GL/Project Accounting No.: 002173 415 41508 0000 201 45 41505
Fiscal Procedures Approved: Date: 12/19/2016
Attachment: FSP Fund Transfer Agreement
159
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161
162
163
164
165
166
AGENDA ITEM 7
PRESENTATION
RCTC’s 40 th Anniversary
Expanding the Board
January 11, 2017
Where It All Started
•Created by state law in 1976
along with similar agencies
in neighboring counties
•Original law called for an
seven -member board with
three alternates
What Positions Comprised the
Commission?
•Three Members of the Board of Supervisors
•Two City Members Appointed by the City Selection Committee
•One Member Appointed by the Mayor of Riverside
•A public member appointed by the other members of the Commission
The First
Commissioners
•Russell Beirich (Chairman)
•Eric Haley
•Clayton Record
•Donald Schroeder (Vice Chairman)
•Flora Spiegel
•Norton Younglove
•Public Member appointed later
SB 1851 Expands the Dais
•Senator Dave Kelley Carried Legislation to
Expand the Commission in 1998
Every County Supervisor
An elected Mayor of City Council Member from
every city
A non-voting member appointed by the Governor
No public member
The Weighted Vote
•Can be requested by any member of the
Commission
•Requires majority approval of the Supervisors
•Requires majority of those representing cities
•Requires majority of those representing cities
representing a majority of the incorporated
population of the county
AGENDA ITEM 8
Agenda Item 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Lorelle Moe-Luna, Senior Management Analyst
Shirley Medina, Planning and Programming Director
THROUGH: Anne Mayer, Executive Director
SUBJECT: California Transportation Commission’s Active Transportation Program
Cycle 3 for Fiscal Years 2019/20 – 2020/21
STAFF RECOMMENDATION:
This item is for the Commission to:
1)Approve the Riverside County Active Transportation Program (ATP) projects for inclusion
in the Metropolitan Planning Organization (MPO) ATP Regional Program Cycle 3
consisting of the highest scoring implementation projects (85.5 to 87 pts) in the total
amount of $6,627,537;
2)Submit the recommended projects to the Southern California Association of
Governments (SCAG) for inclusion in the MPO ATP Regional Program and subsequent
submittal to the California Transportation Commission (CTC) for final approval in
March 2017;
3)Submit the MPO ATP regional projects to SCAG for inclusion in the Federal Transportation
Improvement Program (FTIP) programming; and
4)Direct staff to coordinate with the MPO ATP Regional Program project sponsors regarding
timely funding allocations, obligations, and project delivery.
BACKGROUND INFORMATION:
SB 99 created the ATP focusing state and federal funds toward projects that improve public
health and reduce greenhouse gases. The CTC is responsible for administering the program
including the development of guidelines, which involves public input. Project categories for these
funds mainly include pedestrian and bicycle facilities or programs that enhance or encourage
walking and bicycling. ATP Cycle 3 began with the release of a call for projects on April 15, 2016.
The call for projects included three categories of funding:
Funding Category Amount
Statewide Competitive (50%) $ 131,763,000
Small Urban and Rural Competitive (10%) 26,333,000
Large MPO Competitive (40%) 105,430,000
Total Available ATP Funds – Cycle 3 $ 263,526,000
167
Agenda Item 8
Applications were due to the CTC and Caltrans by June 15, 2016. The CTC received a total of 456
project applications requesting $976.8 million in ATP funds. Scoring of applications was managed
by the CTC and involved the participation of various agencies including, but not limited to,
regional transportation planning agencies, MPOs, Caltrans, councils of governments, county
public health departments, and advocacy and interest groups such as Safe Routes to Schools,
California Bicycle Coalition, and Rails to Trails. In total, Riverside County agencies submitted
26 projects requesting approximately $66.1 million of ATP funding in this cycle of funding.
The ATP process allows applicants two rounds of opportunity to be awarded – statewide and
MPO level. As part of the sequential project selection, projects are first evaluated statewide and
those that are not ranked high enough for statewide funding are automatically provided a second
opportunity for funding through the large MPO share.
Applications were scored based on the following criteria:
TOTAL
POINTS STATEWIDE ATP SCORING CRITERIA
30 pts Potential for increased walking and bicycling
25 pts Potential for reducing the number and/or rate of
bicycle/pedestrian fatalities and injuries
15 pts Public Participation and Planning
10 pts Improved Public Health
10 pts Benefit to Disadvantaged Communities
5 pts Cost-effectiveness
5 pts Leveraging of non-ATP funds
100 pts Total
Points were also deducted if the applicant did not contact the California Conservation Corps or a
Certified Community Conservation Corps for possible involvement with project implementation
prior to submitting the application to Caltrans, and/or if the applicant’s performance on past
CTC/Caltrans grants and deliverability of projects was not satisfactory.
CTC/Caltrans Statewide Competitive Funding Recommendations
On December 7, 2016, the CTC approved its project recommendations for the statewide
competitive component, which included the following three projects from Riverside County:
168
Agenda Item 8
CTC/CALTRANS ATP PROJECT FUNDING FOR RIVERSIDE COUNTY – STATEWIDE COMPETITION
Agency Project ATP Request *DAC CTC
Score
City of Moreno Valley Juan Bautista De Anza Trail Gap
Closure $2,849,000 X 94.0
City of La Quinta La Quinta Village Complete Streets – A
Road Diet Project $7,313,000 X 90.0
City of Desert Hot Springs Palm Drive Bicycle and Pedestrian
Improvement Project $772,000 X 89.5
Riverside County Statewide Total $10,934,000
*DAC – Disadvantaged Community per CTC guidelines
MPO Regional Program Recommendations
The SCAG MPO ATP share is about $56 million for the six-county region and includes
approximately $53.3 million for implementation projects and $2.8 million for planning and
non-infrastructure activities. The $53.3 million for implementation projects is distributed by
county based on population as follows:
County Funding Amount
Imperial $ 509,572
Los Angeles 28,785,330
Orange 8,950,017
Riverside 6,627,537
San Bernardino 6,011,091
Ventura 2,407,653
Total $ 53,291,200
ATP guidelines require that large MPOs, such as the SCAG, work with the county transportation
commissions to develop its regional program recommendations. MPO ATP guidelines allow each
county transportation commission to add up to 10 points to the CTC score for projects based on
local criteria. At its May 2014 meeting, the Commission approved adding 10 points to projects
consistent with adopted local and regional plans. All Riverside County projects, at a minimum,
are consistent with the SCAG adopted 2016 Regional Transportation Plan/Sustainable
Communities Strategy. Adding 10 points to Riverside County project scores for the projects not
recommended for the statewide competitive program results in the next highest scored projects
that can be funded from Riverside County’s share of MPO funding:
169
Agenda Item 8
RIVERSIDE COUNTY MPO IMPLEMENTATION PROGRAM RECOMMENDATIONS
Agency Project ATP Request Cumulative
Total
CTC Score/
RCTC Score
Riverside County
Dept. of Public Health
Safe Routes to School
(SRTS) Program,
Cabazon/Banning
$500,000 $500,000 87.0/97.0
City of Jurupa Valley Pacific Ave SRTS & Road
Diet $607,000 $1,107,000 86.0/96.0
*Coachella Valley
Association of
Governments (CVAG)
CV Link $5,520,537 $6,627,537 85.5/95.5
*ATP requested amount was originally $24.307 million.
SCAG Sustainability Planning Grant (SPG) Program
The $2.8 million of the MPO ATP share that is set aside for planning and non-infrastructure
activities was made available through a call for projects through the SCAG SPG program, which
included other state and local funding sources for a total of about $9.0 million in the program.
There were three projects from Riverside County that applied through Cycle 3 that were
considered for funding through the SCAG SPG program. Those projects included:
• City of Wildomar’s Active Transportation Plan, $300,000
• Riverside County Department of Public Health – Eastern Coachella Valley SRTS Program,
$500,000
• Riverside County Department of Public Health – Lake Elsinore SRTS program, $500,000
As of the writing of this report, SCAG’s recommendations for the SPG program have not been
approved. SCAG will be releasing project recommendations for the SPG Program prior to the
January Commission meeting and the recommendations will be provided to the Commission.
Next Steps
Upon approval of the above recommendations for MPO ATP funding, staff will submit the
projects to SCAG for inclusion in the MPO ATP Regional Program Cycle 3. Subsequently, SCAG
will submit the MPO Regional Program projects to the CTC for final approval at the March 15,
2017 CTC meeting.
Staff will work closely with project sponsors in preparing allocation funding requests and requests
for obligating federal funds. Projects will also be required to be included in the FTIP.
Staff will continue to participate in CTC/Caltrans working groups to further develop and improve
the ATP guidelines and process, and participate in future evaluations of ATP project applications.
170
Agenda Item 8
Financial Impact
ATP funds are administered through the CTC, Caltrans, and the Federal Highway Administration.
The Commission is not a recipient of these MPO ATP funds; therefore, there is no fiscal impact to
the Commission’s budget.
Attachment: ATP Scores for All Riverside County Applications
171
ATTACHMENT 1: ACTIVE TRANSPORTATION PROGRAM (ATP) SCORES FOR ALL RIVERSIDE COUNTY APPLICATIONS
Applicant Project Title DAC
Total Project
Cost (000's)
Total Fund
Request
(000's) FY 19-20 FY 20-21 Plan SRTS SRTS NI
CTC Final
Score RCTC Score
PROJECTS AWARDED AT THE STATE LEVEL (California Transportation Commission Approved 12/7/16)
1 Moreno Valley Juan Bautista De Anza Trail Gap Closure X 3,149 2,849 90 2,759 X 94.00 n/a
2 La Quinta La Quinta Village Complete Streets - A Road Diet
Project X 9,533 7,313 7,313 0 X 90.00 n/a
3 Desert Hot Springs Palm Drive Bicycle and Pedestrian Improvement
Project X 965 772 772 0 X 89.50 n/a
State Total 13,647 10,934
PROJECTS CONSIDERED AT THE MPO LEVEL
4 Wildomar City of Wildomar Active Transportation Plan 375 300 300 0 X 88.00 98.00 *
5 Riverside County Dept. of
Public Health
Riverside County Safe Routes to School Program,
Cabazon/Banning X 625 500 500 0 X 87.00 97.00
6 Jurupa Valley Pacific Avenue Safe Route to School and Road Diet
Project X 2,638 607 154 453 X 86.00 96.00
7 CVAG CVLink X 99,997 24,307 24,307 0 85.50 95.50
8
Riverside County Dept. of
Public Health (Injury
Prevention Services)
Riverside County Safe Routes to Schools Program,
Eastern Coachella Valley X 625 500 500 0 X 85.00 95.00 **
9
Riverside County
Transportation
Department
Cabazon Safe Routes to School Sidewalk Safety
Improvements X 1,120 1,070 282 788 X 85.00 95.00
10
Riverside County
Transportation
Department
Clark Street SR2S Sidewalk and Intersection Safety
Improvements X 2,945 684 684 0 X 84.00 94.00
11 Indio Herbert Hoover Elementary Pedestrian
Improvements X 2,983 2,983 340 2,643 X X 83.00 93.00
12 Perris Perris Valley Storm Drain Channel Trail - Phase 2 X 3,204 3,004 237 2,767 83.00 93.00
13 Hemet Hemet Valley Bikeway Connect X 2,288 2,288 200 2,088 X X 83.00 93.00
14
Riverside County Dept. of
Public Health (Injury
Prevention Services)
Riverside County Safe Routes to Schools Program,
Lake Elsinore X 625 500 500 0 X 80.00 90.00 **
15 Temecula Santa Gertrudis Creek Pedestrian and Bicycle Trail
Extension and Interconnect X 4,761 3,759 3,759 0 80.00 90.00
16 Riverside La Sierra Neighborhood Sidewalk Improvements X 1,215 999 0 999 79.00 89.00
17 Riverside County
Transportation Department
Lakeview Avenue Safe Routes to School Sidewalk
Safety Improvements X 1,349 1,269 180 1,089 X 75.00 85.00
18 Eastvale Road Diet, Bike Lanes, Education, Encouragement
and Enforcement Program 1,510 1,208 175 1,033 X X 74.00 84.00
19 Cathedral City Cathedral City Pedestrian Safety Improvements X 573 419 419 0 X 71.00 81.00
20 Calimesa County Line Road Active Transportation Program –
Cycle 3 X 1,342 1,005 48 957 X X 67.00 77.00
172
ATTACHMENT 1: ACTIVE TRANSPORTATION PROGRAM (ATP) SCORES FOR ALL RIVERSIDE COUNTY APPLICATIONS
Applicant Project Title DAC
Total Project
Cost (000's)
Total Fund
Request
(000's) FY 19-20 FY 20-21 Plan SRTS SRTS NI
CTC Final
Score RCTC Score
21 Palm Springs Citywide Sidewalk Gap Closures, Safety Lighting, and
ADA-Compliant Upgrades X 2,855 2,425 2,425 0 X 58.00 68.00
22 Coachella Coachella - Grapefruit Avenue Bicycle, Pedestrian,
and Roadway Safety Improvement Project X 2,209 2,209 275 1,934 58.00 68.00
23 Perris Multi-modal SRTS & Metrolink to Metrolink Stations
Connectivity Project X 2,000 950 950 0 X 54.00 64.00
24 Riverside County
Transportation Department Dillon Road Bike Lane Improvements X 3,280 3,200 350 2,850 45.00 55.00
25 Riverside Riverside Recreational Trail (PA&ED)X 750 750 750 0 39.00 49.00
26 Riverside Traffic Circle Installation to Encourage Increased
Biking and Walking 242 242 242 0 8.00 18.00
MPO Total 139,511 55,178
Grand Total 153,158 66,112
*Planning projects cannot be considered for funding under the MPO Implementation share. This project was included for funding consideration under the SCAG Sustainability Planning Grant Program.
**Non-Infrastructure programs are first considered for funding under the County's MPO Implementation share; those that are not recommended for funding are considered under the SCAG Sustainability Planning Grant Program.
173
2017 ACTIVE TRANSPORTATION
PROGRAM (ATP) CYCLE 3
METROPOLITAN PLANNING
ORGANIZATION (MPO)
REGIONAL PROGRAM
RECOMMENDATIONS
Lorelle Moe Luna
Senior Management Analyst,
Planning and Programming
Active Transportation Program
•Created by SB 99
•Administered by the California
Transportation Commission (CTC)
•Goals:
–Increase biking and walking trips
–Increase safety and mobility of non-motorized users
–Advance active transportation efforts of regional agencies to achieve
greenhouse gas reduction goals
–Enhance public health,including reduction of childhood obesity
through programs such as Safe Routes to School (SRTS)
–Ensure that disadvantaged communities fully share in the benefits
Eligible Projects
•Infrastructure:Capital improvements
including the environmental,design,right of
way,and construction phases of a capital
(facilities)project.
•Plans:Development of a community wide
bicycle,pedestrian,SRTS,or active
transportation plan in a disadvantaged
community
•Non-Infrastructure (NI)Projects:Education,
encouragement,and enforcement activities.
Scoring Criteria
•Evaluators
included county
transportation
commissions,
MPOs, Caltrans,
councils of
governments,
local agencies,
advocacy and
interest groups,
etc.
TOTAL
POINTS CTC ATP SCORING CRITERIA
30 pts Potential for increased walking and
bicycling
25 pts Potential for reducing the number
and/or rate of bicycle/pedestrian
fatalities and injuries
15 pts Public Participation and Planning
10 pts Improved Public Health
10 pts Benefit to Disadvantaged Communities
5 pts Cost-effectiveness
5 pts Leveraging of non-ATP funds
100 pts Total
Available Funding
•Funded from various federal and state funds
appropriated in the annual Budget Act,
including:
–Transportation Alternative Program (TAP)
–Highway Safety Improvement Program
–State Highway Account
•Cycle 3 ATP funding is programmed for
FY 2019/20 and FY 2020/21.
Available Funding Cycle 3
•Sequential project selection,all applications
evaluated first statewide then at the large
MPO share .
Category Amount
Statewide Competitive (50%)$ 131,763,000
Small Urban and Rural Competitive (10%) 26,333,000
Large MPO Competitive (40%)105,430,000
Total Available Funds $ 263,526,000
Available Funding Cycle 3
Category Amount
Statewide Competitive (50%)$ 131,763,000
Small Urban and Rural Competitive (10%) 26,333,000
Large MPO Competitive (40%)105,430,000
Total Available Funds $ 263,526,000
CTC Approved 12/7/16
CTC Approved 12/7/16
$56 million
Implementation Projects
$53.2 million
Planning and Non-
Infrastructure Projects
$2.8 million
Available Funding Cycle 3
$56 million
Implementation Projects
$53.2 million
Planning and NI Projects
$2.8 million
County Funding Amount
Imperial $ 509,572
Los Angeles 28,785,330
Orange 8,950,017
Riverside 6,627,537
San Bernardino 6,011,091
Ventura 2,407,653
Total $ 53,291,200
Combined into the
SCAG Sustainability Planning
Grant Program
SCAG County Transportation
Commissions Recommends
Projects for MPO Regional Program
County Transportation
Commissions assists with
evaluation of projects
SCAG recommends Planning and NI
Projects for MPO Regional Program
SCAG Sustainability Planning Grant (SPG)
Sustainability Categories:
1)Active Transportation –Bicycle,Pedestrian,and SRTS Plans
2)Greener Region –Natural Resource Plans,Climate Action Plans,and Greenhouse
Gas Reduction programs
3)Integrated Land Use –Sustainable Land Use Planning,Transit Oriented
Development,and Land Use and Transportation Integration
•Funding Availability:Approximately $9 million from various federal,state,
and local funds such as ATP,Transportation Development Act (TDA),and
Mobile Source Air Pollution Reduction Review Committee (MSRC).
•SCAG draft recommendations indicate that the ATP funds will be allocated to the
Riverside County Department of Public Health –Eastern Coachella Valley SRTS
Program,$500,000.
•Final recommendations for SPG will be taken to the February 2nd SCAG Regional
Council meeting for approval.
MPO Regional Program
•SCAG is required to work with each county
transportation commission to develop the
MPO ATP Regional Program
•MPO ATP guidelines allow for an additional
10 points to be added based on local criteria
•In May 2014,RCTC approved adding 10 points
to projects consistent with adopted local and
regional plans
MPO Regional Program
Recommendations
Agency Project ATP
Request
Cumulative
Total
CTC Score/
RCTC Score
Riverside County
Dept. of Public
Health
Safe Routes to
School (SRTS)
Program,
Cabazon/Banning
$500,000 $500,000 87.0/97.0
City of Jurupa
Valley
Pacific Ave SRTS
& Road Diet $607,000 $1,107,000 86.0/96.0
*Coachella Valley
Association of
Governments
(CVAG)
CV Link $5,520,537 $6,627,537 85.5/95.5
*ATP requested amount was originally $24.307 million.
Staff Recommendations
Approve the Riverside County ATP projects for inclusion in the MPO ATP
Regional Program Cycle 3 consisting of the highest scoring implementation
projects (85.5 to 87 pts)in the total amount of $6,627,537;
Submit the recommended projects to the Southern California Association
of Governments (SCAG)for inclusion in the MPO ATP Regional Program
and subsequent submittal to the California Transportation Commission
(CTC)for final approval in March 2017;
Submit the MPO ATP regional projects to SCAG for inclusion in the Federal
Transportation Improvement Program (FTIP)programming;and
Direct staff to coordinate with the MPO ATP Regional Program project
sponsors regarding timely funding allocations,obligations,and project
delivery.
AGENDA ITEM 9
Agenda Item 9
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2017
TO: Riverside County Transportation Commission
FROM: Anne Mayer, Executive Director
THROUGH: Robert Yates, Multimodal Services Director
SUBJECT: Local Transportation Fund Loan To SunLine Transit Agency
STAFF RECOMMENDATION:
This item is for the Commission to approve an advance of Local Transportation Fund (LTF) funds
in the amount of $3 million to SunLine Transit Agency (SunLine).
BACKGROUND INFORMATION:
SunLine is requesting a loan in the amount of $3 million from the Coachella Valley Apportioned
and Unallocated LTF Reserve Fund. The reason for the loan request is that SunLine delayed filing
its Fiscal Year 2015/16 federal 5307 grant application.
DISCUSSION:
SunLine, along with all other public operators in Riverside County, must file a Short Range Transit
Plan (SRTP) with the Commission as part of the Commission’s annual budget preparation process.
The Commission typically approves the SRTPs in June of each year. Part of the funding plan for
SunLine, as described in its annual SRTP, includes the programming of federal 5307 funds, which
are used to augment LTF and passenger fares as an operating cash component.
Staff was informed on December 21, 2016, that SunLine experienced a delay in filing for the
FY 2015/16 federal 5307 funds and SunLine does not have the appropriate funds on hand to
continue funding operations at the level approved in the SRTP. Staff was able to confirm SunLine
did in fact miss the Federal Transit Administration (FTA) September 2016 deadline for filing the
appropriate paperwork. Staff was also able to verify the grant application is currently filed with
the FTA and it is going through the approval process. SunLine has been advised by the FTA it may
have funds available by February 2017.
Next Steps
Short-term loans, while rare, have been approved in the past by the Commission. Staff
recommends approval of this loan with the contingency that SunLine will reimburse the
Commission’s Coachella Valley Apportioned and Unallocated LTF Reserve Fund within 14 days of
receiving the federal 5307 funds from the FTA once SunLine has secured approval of the grant.
174
Agenda Item 9
A budget adjustment is not required and this loan does not have a fiscal impact to the Coachella
Valley Apportioned and Unallocated LTF Reserve Fund.
Financial Information
In Fiscal Year Budget: N/A Year: FY 2016/17 Amount: $3,000,000
Source of Funds: Coachella Valley Apportioned and
Unallocated LTF Reserve Fund Budget Adjustment: N/A
GL/Project Accounting No.: 601-12301 (loans receivable)
Fiscal Procedures Approved: Date: 12/29/2016
175
AGENDA ITEM 10
Agenda Item 10
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE: January 11, 2016
TO: Riverside County Transportation Commission
FROM: Jillian Guizado, Senior Legislative Affairs Analyst
Aaron Hake, External Affairs Director
THROUGH: Anne Mayer, Executive Director
SUBJECT: 2017 State and Federal Legislative Platform
STAFF RECOMMENDATION:
This item is for the Commission to adopt the Commission’s 2017 State and Federal Legislative
Platform.
BACKGROUND INFORMATION:
At the beginning of every year, the Commission adopts a legislative platform that outlines the
positions the Commission will take on various pieces of legislation, administrative policies, and
regulations. The platform addresses broad themes that are critical in both Sacramento and
Washington, D.C. These platform points allow staff, Commissioners, and the Commission’s
legislative advocates to communicate in a timely, effective manner with state and federal actors
as issues arise.
The 2017 proposed state and federal legislative platform follows closely with what the
Commission adopted in previous years and includes a few items that have been added or
adjusted to reflect policy issues that have arisen in the last year and are anticipated to be on the
horizon for 2017.
Attachment: 2017 State and Federal Legislative Platform
176
2017 State and Federal Legislative Platform
Riverside County Transportation Commission
OBJECTIVE: Advocate for state and federal policy and funding decisions that enable RCTC to: implement
Measure A, the Regional Transportation Plan (RTP), and adopted plans and programs; comply with state
and federal requirements; and provide greater mobility, improved quality of life, operational excellence,
and economic vitality in Riverside County.
Equity and Fairness
• Funding should be distributed equitably to Riverside County.
• Governance structures should give equitable voting and decision-making authority to Riverside
County.
• Policies should recognize high-growth regions for their impact on the economy and environment,
looking forward.
Regional Control
• Project selection and planning authority for state/federal funds should be as local as possible,
preferably in the hands of the Commission.
• State/federal rulemakings, administrative processes, and policy development activities should
include meaningful collaboration from regional transportation agencies.
• Oppose efforts by non-transportation interests to assert control over transportation funding.
• Policies should be sensitive to each region’s unique needs and avoid “one size fits all”
assumptions, especially regarding the balance among highways, transit, rail, and freight; and
urban, suburban, and rural needs.
• State/federal policies should align authority to select projects, manage performance, and
implement programs with state/federal mandates and responsibilities placed upon regional and
local governments.
Protect Our Authority and Revenue
• Existing statutory authorities for the Commission should be preserved and protected.
• Oppose efforts to infringe on the Commission’s discretion in collecting and administering its
revenue sources including, but not limited to, Measure A, tolls, TUMF.
• Oppose efforts to remove or reduce tax exemption on municipal bond interest to avoid increased
costs to finance projects.
Innovation
• Support the availability of project delivery tools such as design-build, construction
manager/general contractor, and public-private partnerships to the Commission, the State,
federal agencies, and other infrastructure agencies. Oppose efforts to add barriers to effective
implementation of such tools.
• Support a collaborative approach for the California Transportation Secretary’s “California
Transportation Infrastructure Priorities (CTIP)” efforts to advance innovation and reform.
177
" S u p p o r t i m p l e m e n t a t i o n a n d e x p a n s i o n o f U . S . D e p a r t m e n t o f T r a n s p o r t a t i o n s E v e r y D a y
C o u n t s i n i t i a t i v e , t h e B u i l d i n g A m e r i c a T r a n s p o r t a t i o n I n v e s t m e n t C e n t e r a n d o t h e r e f f o r t s t o
e x p e d i t e a n d a d v a n c e i n n o v a t i o n i n t r a n s p o r t a t i o n .
P r o j e c t D e l i v e r y S t r e a m l i n i n g
" S u p p o r t a l l e f f o r t s t o r e d u c e p r o j e c t d e l i v e r y t i m e l i n e s w h i l e m a i n t a i n i n g i m p o r t a n t
e n v i r o n m e n t a l p r o t e c t i o n s .
" S u p p o r t r e c i p r o c i t y o f t h e C a l i f o r n i a E n v i r o n m e n t a l Q u a l i t y A c t ( C E Q A ) f o r t h e N a t i o n a l
E n v i r o n m e n t a l P r o t e c t i o n A c t ( N E P A ) .
" S u p p o r t i m p l e m e n t a t i o n o f t h e F i x i n g A m e r i c a s S u r f a c e T r a n s p o r t a t i o n A c t ( F A S T A c t ) r e f o r m s t o
a c c e l e r a t e p r o j e c t d e l i v e r y i n c l u d i n g , b u t n o t l i m i t e d t o , t h e c r e a t i o n o f a s i n g l e N E P A d o c u m e n t
f o r a l l f e d e r a l a g e n c i e s ; N E P A r e c i p r o c i t y ; e x p e d i t i n g a n d i m p r o v i n g t h e f e d e r a l p e r m i t t i n g r e v i e w
p r o c e s s ; a n d n a r r o w i n g c o n c u r r e n c e r e q u i r e m e n t s .
" S u p p o r t f u r t h e r e f f o r t s t o s t r e a m l i n e t h e f e d e r a l e n v i r o n m e n t a l p r o j e c t a p p r o v a l p r o c e s s e s a n d
p r o v i d e f l e x i b i l i t y t o m e e t p l a n n i n g r e q u i r e m e n t s d u e t o c h a n g i n g c i r c u m s t a n c e s .
" S u p p o r t c r e a t i o n o f a l o w - i n t e r e s t l o a n p r o g r a m t o s u p p o r t h a b i t a t c o n s e r v a t i o n p l a n s t h a t
m i t i g a t e t h e i m p a c t s o f t r a n s p o r t a t i o n i n f r a s t r u c t u r e a n d m a k e p r o j e c t a p p r o v a l s m o r e e f f i c i e n t .
" S u p p o r t e f f o r t s t o m o d e r n i z e t h e C E Q A , i n c l u d i n g b u t n o t l i m i t e d t o :
o R e d u c e t h e C o m m i s s i o n s e x p o s u r e t o l i t i g a t i o n ;
o I n c r e a s e a c c o u n t a b i l i t y a n d d i s c l o s u r e f o r p l a i n t i f f s i n C E Q A c a s e s ;
o L i m i t c o u r t s a b i l i t y t o i n v a l i d a t e e n t i r e C E Q A d o c u m e n t w h e n a w r i t o f m a n d a t e c a n
r e s o l v e d i s c r e e t i s s u e s ;
o E x e m p t i l l e g a l a c t i o n s f r o m C E Q A r e v i e w ; a n d
o P r o h i b i t d o c u m e n t d u m p i n g .
A c c o u n t a b i l i t y
" R e v e n u e d e r i v e d f r o m t r a n s p o r t a t i o n s o u r c e s s h o u l d b e s p e n t e x c l u s i v e l y o n t r a n s p o r t a t i o n
p r o j e c t s . S u p p o r t m e a s u r e s t o s t r e n g t h e n t h e r e l a t i o n s h i p b e t w e e n t r a n s p o r t a t i o n r e v e n u e a n d
e x p e n d i t u r e s ; o p p o s e m e a s u r e s t h a t w e a k e n t h e m .
" S u p p o r t e f f o r t s t o e n s u r e t h a t a l l p r o j e c t s i n a v o t e r - a p p r o v e d t a x m e a s u r e a r e d e l i v e r e d t o t h e
p u b l i c .
" E n c o u r a g e t h e a d o p t i o n o f o n t i m e , b a l a n c e d s t a t e b u d g e t s , f e d e r a l a p p r o p r i a t i o n s , a n d
a u t h o r i z a t i o n s , t o e n s u r e t r a n s p o r t a t i o n p r o j e c t s a r e d e l i v e r e d w i t h o u t d e l a y o r c o s t l y s t o p p a g e s ,
a n d t h a t a d e q u a t e p l a n n i n g f o r f u t u r e p r o j e c t s c a n t a k e p l a c e .
" P r o m o t e p o l i c i e s t h a t e n s u r e s t a t e a n d f e d e r a l a g e n c i e s a r e r e s p o n s i v e a n d a c c o u n t a b l e t o
C o m m i s s i o n c o n c e r n s w h e n w o r k i n g o n C o m m i s s i o n p r o j e c t s .
" O p p o s e e f f o r t s b y n o n - e l e c t e d , r e g u l a t o r y b o d i e s t o d i l u t e , r e d u c e , o r w i t h h o l d t r a n s p o r t a t i o n
f u n d s .
" S u p p o r t m a x i m u m t r a n s p a r e n c y b y f u n d i n g a g e n c i e s i n r e v e a l i n g s c o r i n g o f f u n d i n g r e q u e s t s .
A l i g n m e n t o f R e s p o n s i b i l i t i e s
" S u p p o r t p o l i c i e s t h a t r e f l e c t a n d r e c o g n i z e s e l f - h e l p c o u n t i e s s u p e r m a j o r i t y f u n d i n g c o n t r i b u t i o n
t o t r a n s p o r t a t i o n p r o j e c t s i n C a l i f o r n i a . O p p o s e p o l i c i e s t h a t g i v e o u t s i z e d w e i g h t t o m i n o r i t y
f u n d i n g p a r t n e r s .
1 7 8
" A d v o c a t e t h a t c a p - a n d - t r a d e r e v e n u e s b e e x p e n d e d i n a m a n n e r t h a t e n a b l e s r e g i o n s t o m e e t
g r e e n h o u s e g a s r e d u c t i o n g o a l s i n S B 3 7 5 , A B 3 2 a n d S B 3 2 .
" S u p p o r t p o l i c i e s t h a t p r o v i d e d e c i s i o n - m a k i n g a u t h o r i t y a n d f l e x i b i l i t y t o a g e n c i e s b e a r i n g
f i n a n c i a l r i s k f o r p r o j e c t s . O p p o s e p o l i c i e s t h a t p l a c e u n f u n d e d m a n d a t e s a n d o t h e r u n d u e
b u r d e n s a n d r e s t r i c t i o n s o n a g e n c i e s t h a t b e a r f i n a n c i a l r i s k f o r p r o j e c t s .
" S u p p o r t s t r o n g c o l l a b o r a t i v e p a r t n e r s h i p s w i t h s t a t e a n d f e d e r a l a g e n c i e s .
" S u p p o r t e f f o r t s b y t h e s t a t e a n d f e d e r a l g o v e r n m e n t s t o i m p r o v e m a i n t e n a n c e a n d o p e r a t i o n s o f
t h e s t a t e h i g h w a y a n d i n t e r s t a t e s y s t e m s . O p p o s e e f f o r t s t o r e a l i g n m a i n t e n a n c e a n d o p e r a t i o n s
c o s t s a n d r e s p o n s i b i l i t i e s t o l o c a l o r r e g i o n a l a g e n c i e s .
" O p p o s e e f f o r t s b y t h e s t a t e l e g i s l a t u r e t o d e f l e c t r e s p o n s i b i l i t y f o r v o t i n g o n r e v e n u e f o r s t a t e w i d e
t r a n s p o r t a t i o n t o l o c a l v o t e r s .
" O p p o s e l e g i s l a t i o n t o i n c r e a s e b a r r i e r s t o t h e u s e o f c o n t r a c t i n g b y l o c a l g o v e r n m e n t .
A l t e r n a t i v e s t o D r i v i n g
R i d e s h a r i n g
" S u p p o r t i n c e n t i v e s t o e m p l o y e r s t h a t e n h a n c e o r c r e a t e t r a n s i t r e i m b u r s e m e n t o r r i d e s h a r i n g
p r o g r a m s .
" O p p o s e n e w m a n d a t e s o n e m p l o y e r s o r t r a n s p o r t a t i o n a g e n c i e s t o p r o v i d e r i d e s h a r i n g p r o g r a m s ,
o r a n y e f f o r t s t h a t w o u l d r e s u l t i n d i s r u p t i o n o f t h e C o m m i s s i o n s r i d e s h a r i n g p r o g r a m .
" S u p p o r t p r o g r a m s a n d p o l i c i e s t h a t s u p p o r t i n v e s t m e n t s i n n e w t e c h n o l o g i e s t h a t p r o m o t e
r i d e s h a r i n g , t r a f f i c i n f o r m a t i o n , a n d c o m m u t e r a s s i s t a n c e .
A c t i v e T r a n s p o r t a t i o n
" S u p p o r t m a x i m u m r e g i o n a l c o n t r o l o f p r o j e c t s e l e c t i o n f o r A c t i v e T r a n s p o r t a t i o n P r o j e c t s .
T r a n s i t a n d R a i l
" S u p p o r t i n c e n t i v e s f o r t r a n s i t a g e n c i e s t h a t u t i l i z e a l t e r n a t i v e f u e l s .
" S u p p o r t i n c l u s i o n a n d p r i o r i t i z a t i o n o f C o a c h e l l a V a l l e y - S a n G o r g o n i o P a s s R a i l s e r v i c e i n t h e
C a l i f o r n i a S t a t e R a i l P l a n a n d o t h e r s t a t e p l a n n i n g a n d f u n d i n g e f f o r t s .
" S u p p o r t l e g i s l a t i o n t o b e t t e r e n a b l e t h e C o a c h e l l a V a l l e y - S a n G o r g o n i o P a s s R a i l s e r v i c e t o
b e c o m e p a r t o f C a l i f o r n i a s i n t e r c i t y r a i l n e t w o r k , s u c h a s l e g i s l a t i o n t o a l l o w i n t e r c i t y r a i l j o i n t
p o w e r s a u t h o r i t i e s t o e x p a n d t h e i r s e r v i c e a r e a s .
" A d v o c a t e f o r e x p e d i t i o u s a n d c e r t a i n r e v i e w s a n d a p p r o v a l s f o r g r e e n h o u s e - g a s - r e d u c i n g r a i l a n d
t r a n s i t p r o j e c t s .
" S u p p o r t i n c r e a s e s i n f u n d i n g f o r C a p i t a l I m p r o v e m e n t G r a n t s f o r n e w t r a n s i t s e r v i c e ( N e w a n d
S m a l l S t a r t s 5 3 0 9 p r o g r a m ) i n o r d e r t o c r e a t e f u n d i n g c a p a c i t y f o r f u t u r e r a i l e x p a n s i o n p r o j e c t s
a n d b u s r a p i d t r a n s i t s e r v i c e i n R i v e r s i d e C o u n t y .
" S u p p o r t e f f o r t s t o p r o v i d e a n e q u i t a b l e s h a r e o f f u n d i n g t o w e s t c o a s t i n t e r c i t y r a i l s y s t e m s a s
c o m p a r e d t o t h e N o r t h e a s t C o r r i d o r .
" S u p p o r t M e t r o l i n k s p o l i c y a n d f u n d i n g n e e d s w i t h r e g a r d t o i m p l e m e n t a t i o n o f p o s i t i v e t r a i n
c o n t r o l a n d o t h e r r a i l s a f e t y i t e m s . S u p p o r t e f f o r t s t o p r i o r i t i z e h i g h - s p e e d r a i l f u n d i n g f o r
c o n n e c t i v i t y i m p r o v e m e n t s t o e x i s t i n g t r a n s i t s y s t e m s a n d i n f r a s t r u c t u r e i n C a l i f o r n i a s u r b a n
a r e a s . I n p a r t i c u l a r , s u p p o r t a l l e f f o r t s t o e n s u r e t h a t f u n d i n g i s p r o v i d e d a s s o o n a s p o s s i b l e
1 7 9
projects included in the Memorandum of Understanding (MOU) between the California High
Speed Rail Authority (CHSRA), the Southern California Association of Governments (SCAG), and
the Commission.
• Ensure that the Commission’s rights and interests in passenger rail in Southern California are
properly respected in state, federal, and regional plans and policies.
• Support all transit operators in Riverside County with legislative concerns impacting the
operators’ funding and operations.
• Support efforts to provide for streamlined project delivery for transit projects that fulfill the goals
of AB 32 and SB 375, as well as other state and federal air quality mandates and mobility
performance measures.
Tolling
• Support legislation that enhances the full and accurate capture of toll revenues, in order to
protect the Commission’s debt and congestion management obligations.
• Support legislation regarding privacy laws to ensure an appropriate balance between customer
privacy, public safety, financial obligation, and practical operations is reasonably met.
• Monitor legislation significantly altering the type and/or number of vehicles subject to free or
reduced toll rates, in order to protect the Commission’s debt and congestion management
obligations.
• Monitor legislation and Administrative policies relating to interoperability of tolled facilities
statewide and nationally, in order to ensure technical feasibility, cost reasonableness, and
customer satisfaction.
Goods Movement
• Support recommendations of the House Panel on 21st Century Freight Transportation.
• Support Congressional action to create a new dedicated funding source for goods movement
projects, inasmuch as the funding source:
o Has a nexus to the user;
o Does not reduce funding to existing highway and transit programs;
o Provides funding to California, and Southern California in particular, commensurate with
this region and state’s significance to interstate goods movement; and
o Can be spent on grade separation projects.
• Provide input to the National Freight Advisory Committee and California State Freight Advisory
Committee.
• Advocate for accurate representation of Riverside County in the Primary Freight Network or other
national or statewide freight route designations.
• Advocate for freight funding from state and federal sources to be distributed based on a bottoms-
up regional consensus, in consultation with state and federal freight plans.
Projects
• Support programs and policies that advantage transportation projects in Riverside County,
including but not limited to:
o Measure A-funded projects
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o Grade separations
o Transit capital projects and operations by regional and municipal transit agencies
o Commuter rail capital projects and operations
o Intercity Rail Service to the Coachella Valley and San Gorgonio Pass
o Local streets and road projects sponsored by the county and municipalities
o Active Transportation Projects
o Expansion and rehabilitation of the state highway system
o Interchanges
o Safety enhancements
o Mitigation of the impacts of goods movement
o Connectivity to high-speed rail
o Connectivity to commercial airports
o Tolled Express Lanes, tolled highways, and related infrastructure and technology
• Oppose policies that inhibit the efficient, timely delivery of such projects.
• Support implementation of projects in other counties that are contained in the Southern
California Association of Governments RTP/Sustainable Communities Strategy when requested by
other counties and not in conflict with the Commission’s interests.
Funding
• Support robust testing and analysis of California’s road charge pilot program as a potential
replacement of the state motor fuels excise tax as the primary funding mechanism for
transportation.
• Encourage the federal government to authorize a program to test and analyze a pilot program to
explore potential replacement mechanisms for the federal gasoline excise tax.
• Support all efforts to maintain, at the very least, level state/federal funding for transportation
programs.
• Strongly support repayment of loans made to the state general fund from transportation-related
accounts.
• Support re-dedication of California truck weight fees to transportation accounts.
• Strongly encourage stabilization and restoration of the State Transportation Improvement
Program (STIP) from the deep cuts suffered in 2016 which impacted Riverside County projects.
• Monitor legislation relating to tax collection for impacts on Measure A revenues or administration
fees.
Regional Partnerships
• Collaborate with regional transportation agencies to impact transportation funding and
regulatory policies to bring equity and fairness to the Inland Empire region.
• Collaborate with public and private sector stakeholders on policy and funding matters that
enhance economic development and quality of life in the Inland Empire region.
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